Muffoletto v. Melick
Decision Date | 09 October 1987 |
Docket Number | No. 67,67 |
Citation | 72 Md.App. 551,531 A.2d 1285 |
Parties | K. Lola MUFFOLETTO v. Diane M. MELICK, Special Administrator of the Estate of C. Verne Muffoletto. Sept. Term 1987. |
Court | Court of Special Appeals of Maryland |
David L. Dowell (Susan E. Harris, on the brief), Towson, for appellant.
No brief or appearance by appellee's counsel.
Argued before MOYLAN, WILNER and ROBERT M. BELL, JJ.
At issue here is the authority of a circuit court to extend a specific option period provided for in a Will. We shall conclude that, in the circumstances presented in this case, the Circuit Court for Baltimore County had such authority and did not err in exercising it.
When C. Verne Muffoletto died on April 29, 1986, he owned 81% of the stock of Muffoletto Optical Co., Inc., having previously given 19% to certain key employees. He dealt with his remaining shares in Item 5 of his Will as follows:
(Emphasis added.)
In the typed version of the Will, Mr. Muffoletto named John F. McClellan, Sr. and Mercantile-Safe Deposit and Trust Company as personal representatives and as trustees of a marital trust and a residuary trust created in the Will. At some point--we know not when--he added, by handwritten interlineation, the name of his daughter Diane M. Melick as a personal representative and trustee. Following Mr. Muffoletto's death, Mr. McClellan and the bank renounced their positions as personal representative and trustee, leaving Ms. Melick as the sole appointee.
In July, 1986, Mr. Muffoletto's surviving spouse, appellant K. Lola Muffoletto, filed a caveat to the Will in which she complained about the interlineated addition of Ms. Melick. On July 22, the Orphans' Court admitted the Will to administrative probate and appointed Ms. Melick as special administrator pending resolution of the dispute. See Md.Code Ann.Est. & Trusts art., §§ 6-401--6-404.
On this averment, in addition to the constructions of the language sought, Ms. Melick asked the court to "extend" the six-month period allowed to the employees by commencing it from the date of administrative probate (July 22) rather than the date of Mr. Muffoletto's death (April 29).
Ms. Muffoletto, in response, denied any wrongdoing, disputed the authority of the court to extend the option period, and asked that it not do so. The employees also answered the petition, contending that Ms. Muffoletto had indeed engaged in dilatory tactics to their prejudice. They joined Ms. Melick in seeking an extension of the option period.
The period stated in the Will was due to expire on October 29, 1986. On October 21, however, the court, by interlocutory order, found Item 5 to be ambiguous as to whether it granted an option or first right of refusal and stayed "the time frame set forth in" that Item pending a final decision on the petition for declaratory relief.
The case was heard on the merits on December 11, 1986. Counsel agreed that, in lieu of independent evidence, the court could "accept as accurate the representations included in the petition for declaratory relief, that they are all conceded...." Counsel for Ms. Muffoletto, in particular, agreed that "as far as I know, the fact claims in the complaint are okay." 1
In an opinion and order filed the next day, the court construed Item 5 as granting an option rather than a first right of refusal, held that the option extended to all employees of the company, giving each the right to purchase a pro rata share of the 81%, and concluded that the insurance proceeds were to be included in the calculation of the fair market value of the company. The court found that Ms. Muffoletto would retain control of the company if the employees failed to exercise their option and, upon the stipulation noted above, also found that both Ms. Melick and the employees "were prevented from carrying out the intent of the Testator by reason of [Ms. Muffoletto's] interference and retention of the necessary documents and records required to ... determine the fair market value of his stock." It further concluded:
On that basis, as part of its declaratory judgment in the case, the court extended the six-month option period by commencing it on July 22, 1986--the date of administrative probate. On the last day of that extended period, the employees exercised their option.
Ms. Muffoletto appealed the December 12 order. She urges that, as the Will specifically commences the option period from the date of the testator's death, a court may not extend the period by commencing it from the date of administrative probate. 2
We begin by acknowledging the general validity of appellant's arguments that (1) a court's paramount duty in construing and enforcing a Will is to ascertain and effectuate the testator's intention, 3 and (2) where the language of the Will is clear and unambiguous, it controls, and the court may not look further in ascertaining that intention. 4 The first proposition--the duty to ascertain and effectuate the testator's intention--is virtually ironclad. The second is less so. In Robinson v. Mercantile Trust Co., 180 Md. 336, 339, 24 A.2d 299 (1942), for example, the Court observed:
See also Sabit v. Safe Deposit & Trust Co., 184 Md. 24, 37, 40 A.2d 231 (1944).
The ability--indeed the duty--of a court to look beyond the precise language of the Will in determining the testator's intent has been recognized, in particular, in cases where that language has imposed a condition on a bequest that, for reasons apparently unforeseen by the testator, has become impossible of literal performance.
Maryland has long accepted the doctrine that a "grantee is generally relieved from the performance of [a] condition if it is impossible or if it is prevented by an act of God, or if, on a contingency which arises, a reasonable construction of the will does not call for strict performance." Keyser v. Calvary Breth. Church, 192 Md. 520, 523-24, 64 A.2d 748 (1949). See also Kiser v. Lucas, 170 Md. 486, 504, 185 A. 441 (1936). In Keyser, the testatrix, in 1942, left $1,000 to a church "for the building of a Church to be held in trust for a period of five years, if they do not build within five years then this returns to my estate." The legatee established that it was unable to meet the five-year condition because of building restrictions imposed by the government during World War II. Finding an impossibility of compliance with the expressed time limitation, the Court excused the noncompliance. As one basis for that decision, it quoted from Tiffany, Real Property, 3rd Ed., Vol. 1, § 195, p. 318:
This Court addressed the issue more recently in Martin v. Young, 55 Md.App. 401, 462 A.2d 77, cert. denied 297 Md. 418 (1983).
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