Lund v. Lund
| Decision Date | 05 January 2022 |
| Docket Number | S-21-0125 |
| Citation | 2022 WY 2 |
| Court | Wyoming Supreme Court |
| Parties | BRADFORD D. LUND, as beneficiary of Sharon D. Lund Residuary Trust fbo and member of Canyon Oaks Estates, LLC, a California limited liability company, and as an adult, Appellant (Plaintiff), v. MICHELLE A. LUND, as beneficiary of Sharon D. Lund Residuary Trust fbo and member of Canyon Oaks Estates, LLC, a California limited liability company, and as an adult; L. ANDREW GIFFORD; ROBERT L. WILSON; DOUGLAS STRODE, and FIRST REPUBLIC TRUST COMPANY, as trustees of the Sharon D. Lund Residuary Trust fbo Bradford D. Lund and the Sharon D. Lund Residuary Trust fbo Michelle A. Lund, and as managers of Canyon Oaks Estates, LLC, a California limited liability company, Appellees (Defendants). |
2022 WY 2
BRADFORD D. LUND, as beneficiary of Sharon D. Lund Residuary Trust fbo and member of Canyon Oaks Estates, LLC, a California limited liability company, and as an adult, Appellant (Plaintiff),
v.
MICHELLE A. LUND, as beneficiary of Sharon D. Lund Residuary Trust fbo and member of Canyon Oaks Estates, LLC, a California limited liability company, and as an adult; L. ANDREW GIFFORD; ROBERT L. WILSON; DOUGLAS STRODE, and FIRST REPUBLIC TRUST COMPANY, as trustees of the Sharon D. Lund Residuary Trust fbo Bradford D. Lund and the Sharon D. Lund Residuary Trust fbo Michelle A. Lund, and as managers of Canyon Oaks Estates, LLC, a California limited liability company, Appellees (Defendants).
No. S-21-0125
Supreme Court of Wyoming
January 5, 2022
Appeal from the District Court of Teton County The Honorable Timothy C. Day, Judge.
Representing Appellant, Bradford D. Lund: Christopher H. Hawks, Hawks & Associates, LC, Jackson, Wyoming; Sandra L. Slaton, Horne Slaton, PLLC, Scottsdale, Arizona. Argument by Ms. Slaton.
Representing Appellee, Michelle A. Lund: Matthew E. Turner, Geittmann Larson Swift LLP, Jackson, Wyoming.
Representing Appellees, L. Andrew Gifford, Robert L. Wilson, Douglas Strode, and First Republic Trust Company: Paula A. Fleck and Bryson C. Smith, Holland & Hart LLP, Jackson, Wyoming; Hayward J. Kaiser and Andrew C. Spitser, Mitchell Silberberg & Knupp LLP, Los Angeles, California. Argument by Mr. Kaiser.
Before FOX, C.J., and DAVIS, KAUTZ, BOOMGAARDEN, and GRAY, JJ.
FOX, CHIEF JUSTICE.
[¶1] Bradford Lund (Brad) is a resident of Arizona, and his sister Michelle Lund (Michelle) is a resident of California. They are beneficiaries of separate trusts known as the Sharon D. Lund Residuary Trust fbo Bradford D. Lund (the BRT) and the Sharon D. Lund Residuary Trust fbo Michelle A. Lund (the MRT). First Republic Trust Company, Andrew Gifford, Robert Wilson, and Douglas Strode (the Trustees) manage the BRT and the MRT, and they too reside in or have offices in California.
[¶2] The BRT and the MRT are each 50% members of a California entity that owns property in Teton County, Wyoming. Brad claims Michelle and the Trustees agreed to sell the MRT's interest in that entity to the BRT, and he filed an action in the Ninth Judicial District Court, in Teton County, asserting that they breached that agreement. The district court dismissed Brad's complaint on two grounds: 1) the parties had a separate settlement agreement which required that any action related to the agreement be brought in a California probate court; and 2) forum non conveniens. We affirm on the basis of forum non conveniens.
ISSUES
[¶3] We rephrase the dispositive issues:
1. Did the district court abuse its discretion in dismissing Brad's complaint on the ground of forum non conveniens
2. Did the district court abuse its discretion in denying Brad's request to amend his complaint to state a claim for promissory estoppel?
3. Did the district court err in expunging the lis pendens Brad recorded against the Teton County property he claimed was at issue in this action?
FACTS
[¶4] Brad and Michelle are the children of Sharon Lund (Sharon). Sharon established the Lund Family Trust in 1989, and after her death in 1993, it was divided into smaller trusts. Among the smaller trusts were the BRT and the MRT.
[¶5] Since 2009, Brad and the Trustees have been in litigation in a California probate court over numerous petitions, accountings, and objections to accountings. In April 2019, Brad, Michelle, the Trustees, and other interested parties agreed to settle all pending litigation through an agreement entitled Lund Trust Settlement Agreement and Mutual
Releases (OSA). Because many of the disputes between the parties concerned management of assets held jointly by the BRT and the MRT, one goal of the OSA was to equally divide those jointly held assets. To that end, the agreement provided for a plan to divide assets.
[¶6] With respect to most of the jointly held assets, the plan to divide provided:
4.3.2 Initial Joint Asset Buckets. THE TRUSTEES will evaluate the assets and liabilities of all Joint Assets and will use their best, commercially reasonable efforts to divide all of the Joint Assets into two "Joint Asset Buckets" of equal or near-equal aggregate value.
[¶7] The plan to divide made different provisions for a property known as the Eagle South Fork (ESF). The ESF is a 110-acre property located in Teton County and owned by Canyon Oaks Estates, LLC (COE), a California limited liability company. COE directly owns approximately forty acres of the ESF property, while two Wyoming limited liability companies, Crossing Elk I LLC and Crossing Elk II LLC, each own a 35-acre riparian parcel of the property. COE owns both the Crossing Elk entities, and the BRT and the MRT are each 50% members of COE. Neither Brad nor Michelle individually is a member of COE or the Crossing Elk entities.
[¶8] With respect to disposition of the ESF property, the OSA's plan to divide provided:
4.3.3 Eagle South Fork. Because of the particular nature of the Eagle South Fork property and its connection to the Lund family, the Eagle South Fork property will not be part of the Joint Assets separated into the Joint Asset Buckets. Instead, on or before the date of the Initial Presentation (defined below), THE TRUSTEES, with input from Bradford and Michelle to be considered in the Trustees' sole and absolute discretion, will propose a methodology by which joint ownership of Eagle South Fork will be avoided after the Effective Date (the "Eagle South Fork Plan"). If any disagreements arise regarding the Eagle South Fork Plan, Mediator Lesley Green will resolve the dispute, and her resolution will be final and binding.
[¶9] On May 10, 2019, the Trustees proposed a methodology for disposing of the ESF property whereby Brad and Michelle would bid against each other to purchase it. If neither submitted a qualified offer, the Trustees would place the property for sale through
an online auction. Also, if a credible third-party offer were received for a higher price, the Trustees would accept that offer unless Brad or Michelle beat it.
[¶10] On May 21, 2019, Brad's counsel responded and advised that neither Brad nor Michelle desired to purchase the ESF property. She further advised that both Brad and Michelle agreed that the property should not be auctioned off and proposed that it instead be placed on the open market for sale with a broker. On May 24, the Trustees responded that they would not list the property in the manner proposed by Brad's counsel because it would likely result in joint ownership of the property that would extend beyond the OSA's effective date. Because neither Brad nor Michelle had expressed an interest in purchasing the property, the Trustees outlined an alternative plan designed to accomplish its sale by the OSA's effective date.
[¶11] On May 29, 2019, Brad's counsel submitted an alternative proposal for disposition of the ESF property. She proposed that the BRT purchase the MRT's interest in COE and the Crossing Elk entities (the entities with title to the ESF property). On May 30, Michelle's counsel advised that Michelle had no objection to Brad's proposal. On June 4, the Trustees agreed to the proposal through an email, which read as follows:
The Trustees have now had an opportunity to consider the May 29, 2019 email input of Brad's counsel, Ms. Slaton, and the May 30, 2019 email input of Michelle's counsel, Mr. Nelson, regarding the plan to divide the ESF property as that term is defined in Doug Strode's May 10, 2019 letter. After such consideration, and pursuant to Section 4.3.3 of the Settlement Agreement, the Trustees, in their discretion, have decided to adopt the plan for division of the ESF Property as outlined in Ms. Slaton's May 29, 2019 email and as approved by and clarified in Points 1 and 2 of Mr. Nelson's May 30, 2019 email. Thus, if and when the Court grants the Petitions to Approve and to Appoint, the Trustees promptly will take the steps necessary and appropriate to cause the BRT to purchase the MRT's 50% interest in the ESF property for $9, 760, 000 (i.e., 50% of the appraised value). Since the MRT will not be selling and the BRT will not be purchasing the personal property owned by either Brad or Michelle that is located at ESF, the provisions of paragraph 10 of Mr. Strode's May 10, 2019 letter will apply, subject to Point 2 of Mr. Nelson's letter. If, prior to the Court's approval of the Petitions to Approve and to Appoint, the Trustees receive any credible third party offer to purchase the ESF Property for a cash price above the appraised value, the Trustees will bring such offer to the parties' attention.
[¶12] The parties petitioned the California Superior Court for the County of Los Angeles (probate court) for approval of the OSA. On September 27, 2019, the probate court responded with an initial ruling that outlined its concerns regarding the OSA, including whether a guardian ad litem should be appointed to represent Brad's best interests. The court asked the parties to address its concerns, and months of litigation ensued over the OSA and the court's conditions for approval. Ultimately, on November 12, 2020, the probate court denied the petition to approve the OSA.
[¶13] In the meantime, on September 11, 2020, the Trustees notified Brad and Michelle that they had received a third-party cash offer to purchase the ESF property for $35, 000, 000, which they intended to accept. On September 14, Michelle withdrew her consent to the BRT's purchase of the MRT's interest in COE and the Crossing Elk entities. On that same day, Brad's counsel objected to the proposed sale to a third party, and the next day his counsel issued a cease-and-desist letter, which asserted, "This latest...
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