Heinneman v. Colorado College

• Decision Date: 17 September 1962
• Docket Number: No. 19930,19930
• Citation: 374 P.2d 695,150 Colo. 515
• Parties: May HEINNEMAN, Georgina Williams and Cordelia Hanning, Plaintiffs in Error, v. The COLORADO COLLEGE and the Colorado National Bank of Denver, Defendants in Error.
• Court: Colorado Supreme Court

Page 695

374 P.2d 695

150 Colo. 515

May HEINNEMAN, Georgina Williams and Cordelia Hanning Plaintiffs in Error, v. The COLORADO COLLEGE and the Colorado National Bank of Denver, Defendants in Error.

No. 19930.

Supreme Court of Colorado, In Department.

Sept. 17, 1962.

Rehearing Denied Oct. 8, 1962.

Fred S. Caldwell, John R. Griffith, Denver, for plaintiffs in error, May Heinneman and Georgina Williams.

Stanley R. Johnson, Littleton, for plaintiff in error, Cordelia Hanning.

Haney & Howbert, Byron L. Akers, Jr., Colorado Springs, for defendant in error, the Colorado College.

Benjamin Griffith, Denver, for defendant in error, the Colorado Nat. Bank of Denver.

MOORE, Justice.

The Colorado National Bank, hereinafter referred to as the executor, filed a petition for construction of certain provisions of the will of Stella G. Chambers, deceased. Plaintiffs in error, to whom we will refer as 'the cousins', were beneficiaries named by said deceased in paragraph III of her will which reads as follows:

'I give and bequeath one hundred and eight (108) shares of the corporate stock I may own at the time of my death in the American Telephone and Telegraph Company, share and share alike, to be divided among my first cousins, May Heinneman, of Hollywood, California; Georgina Williams, of Hollywood, California, and Cordelia Hanning, of Denver, Colorado.'

Colorado College, hereinafter referred to as 'the College' was named residuary legatee in the will of said deceased.

It was alleged in the petition filed by the executor that Stella G. Chambers died December 15, 1959; that the will executed by her on January 15, 1958, was admitted to probate February 8, 1960; and that letters testamentary were issued to the executor.

It was further alleged that:

'On the date of the execution of said Will on January 15, 1958, decedent owned 100 shares of the common stock of American Telephone and Telegraph Company. Petitioner is informed and believes, and upon information and belief alleges the fact to be that at said date decedent had acquired or was in the process of acquiring $1200.00 in debentures of said corporation which were convertible into corporate stock, and on the 17th day of February, 1959, she acquired through conversion of said debentures, 12 additional shares of the corporation stock of said Company.

'4. About one year after the execution of said Will, it was stated in the public press that said corporation was contemplating a split of their stock at the ratio of three for one, and which split became a matter of record of said corporation on or about April, 1959. On June 9, 1959, decedent had as a result of said three for one split a total of 336 shares in said Corporation, and at the time of decedent's death she was the owner of 336 shares of common stock in said Corporation.

'5. Petitioner is informed and believes, and upon such information and belief alleges that at the date of the execution of said Will the decedent had no information or knowledge, prospectively or otherwise, that said corporation was contemplating or had in mind any plan for a three for one split of its corporate stock. Petitioner is uncertain whether the provisions of Paragraph III above quoted, in the light of the circumstances existing when said Will was made, should be construed as limiting the beneficiaries therein named to the 108 shares of said stock as now existing, or whether the decedent intended they should have the equivalent of said stock as it existed at the time the Will was executed, viz. 324 shares. In short, to whom does the split stock go, to said beneficiaries or to the residuary legatee?

'6. In view of the allegations hereinabove set out, the Executor desires the Court to construe said Will and determine the exact number of shares which the Executor should deliver to said specific legatees and the exact number of shares they should deliver to the residuary legatee at the time the estate is closed.'

The College filed an answer to the petition for Construction of the Will and alleged that Paragraph III states in clear unambiguous language the intent of the testatrix that 108 shares of the American Telephone and Telegraph Company which were owned by the testatrix at the time of her death is the stock that she intended to bequeath to the legatees named in Paragraph III of said Will; that no word or part of said Paragraph III is in conflict with any other word or part of said paragraph or with any other word or part of said Will, and that no evidence whatever, except the Will itself, is admissible to show the intent of the testatrix. The College further alleged that the bequest contained in said Paragraph III of said Will is not a specific bequest of 108 shares of the capital stock of the Company which Testatrix owned at the time of her death, and as such, all dividends or other earnings on account of such stock from the date of death of said testatrix until said 108 shares of said stock owned by said testatrix at the date of her death is distributed to the legatees named in said Paragraph III of said Will is and will be the property of the residuary estate of said deceased.

The cousins filed an answer to the petition of the executor in which they admitted all of the statements of fact alleged in said petition. They alleged that it was in intention of Stella G. Chambers, the testatrix, at the time she made her will, to bequeath to them a property interest in the corporate estate of the Company, which was then represented by 108 shares of the corporate stock of that Company, having a par value of $100.00 per share, and which property interest, because of the subsequent 3 for 1 stock split, was represented at the time of testatrix' death, and is now represented by 324 shares of the corporate stock of that Company at $33 1/3 per share par value. Further they alleged that title to the 324 shares of the Company here in question, passed to them upon the death of the testatrix, and they are entitled to said shares of stock, together with all dividends accruing thereon after the death of the testatrix.

The trial court adjudged that the shares of stock to which the cousins were entitled under the will were those owned by the deceased at the time of her death in the form in which they were then found, namely 108 shares of stock of the par value of 33 1/3 dollars per share which reduction in par value resulted from the 3 for 1 stock split which was made by the company following execution of the will by the deceased. The trial court further ruled that the bequest of said stock to the cousins was a specific bequest by reason of which earnings thereon belonged to them from the date of testatrix' death.

The cousins are here on writ of error to review that portion of the judgment of the trial court which denied them ownership of 324 shares of the stock in dispute.

The trial court correctly held that the...