Hallam v. Gladman

• Decision Date: 28 July 1961
• Docket Number: No. 1518,1518
• Citation: 132 So.2d 198
• Court: Florida District Court of Appeals
• Parties: Willard V. HALLAM, Appellant, v. Miriam H. GLADMAN, individually and as trustee of the Estate of Mary V. Hallam, deceased, and as sole surviving trustee of W. F. Hallam & Company, a dissolved Florida corporation, Appellee.

Page 198

132 So.2d 198

Willard V. HALLAM, Appellant, v. Miriam H. GLADMAN, individually and as trustee of the Estate of Mary V. Hallam, deceased, and as sole surviving trustee of W. F. Hallam & Company, a dissolved Florida corporation, Appellee.

No. 1518.

District Court of Appeal of Florida, Second District.

July 28, 1961.

Jennings, Watts, Clarke and Hamilton, Jacksonville, and Holland, Bevis, McRae & Smith, Bartow, for appellant.

Macfarlane, Ferguson, Allison & Kelly, Tampa, for appellee.

KANNER, Judge.

Willard V. Hallam, appellant, asserting an interest in his mother's estate, sued his sister, Miriam H. Gladman, for the purposes of having cancelled and set aside as void certain conveyances of land and transfers of corporation stock and of procuring an accounting and other relief. The chancellor entered a comprehensive decree, setting forth his findings as to the various matters comprising the subject of the controversy, holding the equities to be with defendant, and sustaining her claim to the properties involved.

Plaintiff appeals to this court under four major points, wherein he protests as contrary to the legal and manifest effect and weight of the evidence the chancellor's conclusions (1) that no confidential relationship existed, (2) that the mother of plaintiff and defendant decided in 1929 to give all her properties to defendant, (3) that properties not transferred by the mother belong in equity to the defendant, and (4) that plaintiff is guilty of laches.

The controversy before us is intertwined with the facts and circumstances connected with the conveyances and transfers made to the defendant. It is necessary, in order to understand these, that at least the basic portion of the complex and lengthy narrative be given so as to clarify the essential phases of the dispute.

Plaintiff and defendant are the children of Mary V. Hallam, who died on May 6, 1939, at the age of seventy-two. All of the property involved in this litigation at one time belonged to Mary V. Hallam or to W. F. Hallam & Co., a Florida corporation engaged in real estate development. The corporation was wholly owned by Mary V. Hallam in her own right or came to her upon the death in 1920 of her husband, Willard F. Hallam, who died intestate. The children, upon their father's death, relinquished to their mother their respective interests in their father's estate.

During the 1920s, before collapse of the Florida land boom, W. F. Hallam & Co. was a lucrative enterprise, possessed of extensive holdings, including lands in Florida, West Virginia, Nebraska, Texas, and Pennsylvania. Florida property of Mrs. Hallam and the corporation included several thousand acres of land, about 200 of which were in citrus groves, while the remainder were mostly raw lands. There was also the West Virginia home of the Hallam family called the Scottish Castle, a large mansion surrounded by spacious grounds, together with the Florida homestead of Mrs. Hallam, a structure known as the Clubhouse.

Upon her husband's death, Mary V. Hallam assumed control of the corporation and made the plaintiff son its secretary. In 1922, plaintiff was divested of that office because of his misconduct, and the mother replaced him with defendant. Plaintiff then departed the homestead and later engaged in a real estate and insurance business, spending some time also in military service. From the time of his father's death until approximately 1928, according to a list compiled by Mrs. Hallam in her own handwriting and by other evidence, the chancellor found that in excess of $75,000 was expended by Mrs. Hallam for the benefit of plaintiff and in payment for his mistakes and transgressions. Plaintiff was intemperate in his personal life and found himself upon a number of occasions in severe economic straits or in legal difficulties, from which he was redeemed by his mother.

Circumstances attendant upon the Florida land boom collapse resulted in numerous mortgages and items of indebtedness against the lands of Mary V. Hallam and W. F. Hallam & Co. Several suits were filed with resultant judgments, some of them stemming from activities of plaintiff. Defendant and her mother, living together at the Clubhouse, were reduced to chicken and dairy farming on a small scale and marketing of wood and fruit. A joint bank account opened and utilized by the two was continued by defendant after her mother's death. Defendant assisted her mother, both as to business and as to duties connected with the household. She wrote letters for her mother, drafted documents and communications for her in longhand, and performed manifold services with respect to her mother's affairs. She also contributed her own earnings toward the common household needs and, through her school-teaching salary, provided the chief source of their livelihood through many years, until the death of Mrs. Hallam. She ministered to her mother's needs in many ways. She gave to her mother a grove which had been a gift to her from her father, while a similar one given by the father to plaintiff was sold by him to his mother. Defendant always lived with her mother, except that Mrs. Hallam, for convenience, moved into the New Florida Hotel in Lakeland shortly before she died. Other than this, the two were separated only for brief periods of time.

In the latter part of 1928, Mrs. Hallam, upon advice of the family attorney, M. D. Wilson, created Scott Lake Properties, Inc., and Manning Hall Company, two corporations, each having 100 shares. She retained one share in one corporation for herself and issued the remaining shares in each to W. F. Hallam & Co., except that 15 shares were issued to Wilson or his associates in each corporation. She conveyed to those two corporations 2900 acres of land owned by W. F. Hallam & Co., unencumbered except for mortgages on some of the lands conveyed to Manning Hall Company.

In 1929, Mary V. Hallam deeded extensive acreage and improved property to defendant. She also deeded the Scottish Castle, subject to an outstanding mortgage; and in 1936, she deeded to defendant the Clubhouse and surrounding acreage, also encumbered by mortgage indebtedness. A relatively small portion of the lands were not conveyed in 1929 but remained either in Mrs. Hallam's name or in that of W. F. Hallam & Co. In 1930, Mrs. Hallam transferred to defendant all of W. F. Hallam & Co.'s stock in the two subsidiary corporations, including her one share. Plaintiff knew of the conveyances and transfers made by his mother. After the conveyances, W. F. Hallam & Co. became practically inactive and was dissolved for nonpayment of taxes in 1936. In 1956, defendant had dissolved the two subsidiary corporations.

Monumental efforts were required of defendant to hold part of the properties, and considerable portions were lost for failure to pay taxes. In fact, delinquent tax lands were readily available everywhere; and from 1930 until 1943, defendant could not keep up the taxes. However, through purchase of tax deeds over the years, some of the lands were redeemed. Among the various obligations and encumbrances, there existed the extremely harsh Strickland mortgages. Through Wilson's efforts, these were foreclosed by him for benefit of the mortgagee without deficiency decrees. Wilson was entitled to claim as his fee a ten acre tract of land containing a nine acre citrus grove. He actually salvaged it for Mrs. Hallam. At her direction, this tract was conveyed by Strickland to defendant. Sale of fruit from the grove contributed to support of the family group living at the Clubhouse during the 1930s. A Colonel Goetz held a mortgage; but believing the lands to be worthless and being unwilling to pay further taxes on them, he assigned the mortgage to defendant in 1934 with the knowledge of Mrs. Hallam and of plaintiff. This mortgage encumbered some of the property remaining in Mary V. Hallam or W. F. Hallam & Co., but Mrs. Hallam wanted it assigned to defendant. The mortgage expired through time, and tax deeds on the property involved were obtained by defendant, this being deemed by Wilson to be simpler and cheaper than foreclosure.

Other encumbrances and obligations included the Lyons judgment for $23,000 emanating from a debt owed to the Lyons Fertilizer Company. This judgment had been assigned and some land was lost under it by levy in 1947. Plaintiff had attempted in 1945 personally to buy the judgment for $1,000. In 1951, defendant borrowed money, purchased it from the then owner, and, upon Wilson's advice, assigned it to him as trustee for defendant. In 1955, Wilson got a sheriff's deed and later conveyed the lands to the defendant.

In 1926 and 1927, Mrs. Hallam executed wills, essentially the same in content, with the 1926 will being modified in 1932 by a codicil, the effect of which was to change the 1926 will so as to bequeath additionally to defendant all of Mrs. Hallam's personal and household goods. In each of the wills, defendant was named executrix and trustee. By the terms of the 1926 will, Mrs. Hallam made a specific bequest of $10,000 to her attorney, Wilson. The bulk of Mrs. Hallam's estate was to be held by defendant in trust with provisions for its conversion into cash; and the will provided that upon conversion of the estate into cash or upon plaintiff's attaining the age of 40 years, whichever was later, the defendant was to pay herself $50,000 and the rest of the trust was to be shared by plaintiff and defendant alike. Neither will was ever probated, and both were kept by Wilson in his office through the years until, upon his death, the 1926 will and codicil were found there. Wilson during his last illness had turned over the 1927 will to defendant for use in this suit. Some evidence was introduced to show that Mrs. Hallam had executed another will in 1935, but this will was never found and its contents are unknown.

Shortly after Mrs. Hallam's death, a conference was held in Wilson's office with both plaintiff...