Amy Knapp Rumford v. Leslie Gay Knapp Marini

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
PATRICIA W. GRIFFIN CHANCERY COURTHOUSE
MASTER IN CHANCERY 34 The Circle
GEORGETOWN, DELAWARE 19947

Final Report: April 5, 2021
Date Submitted: February 19, 2021

Thomas A. Uebler, Esquire
Hayley M. Lenahan, Esquire
Kerry M. Porter, Esquire
McCollom D’Emilio Smith Uebler, LLC
Little Falls Centre Two
2751 Centerville Road, Suite 401
Wilmington, Delaware 19808

David J. Ferry, Jr., Esquire
Thomas R. Riggs, Esquire
Ferry Joseph, P.A.
824 N. Market Street, Suite 1000
P.O. Box 1351
Wilmington, Delaware 19899

RE: Amy Knapp Rumford v. Leslie Gay Knapp Marini, et al.
C.A. No. 2018-0563-PWG

Dear Counsel:

Pending before me is a motion in limine in which defendants seek to

preclude plaintiff’s challenge to the validity of a joint trust established by two co-

grantors, and a deed, at trial. They argue those claims are time-barred by 12 Del.

C. §3546 and laches. First, I find that the motion in limine is dispositive of a

substantive legal issue, and in the interest of judicial economy, treat it as a motion

for partial summary judgment. I also find that defendants did not waive their
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defenses. Next, I recommend the Court deny defendants’ motion because plaintiff

brought her claim contesting the validity of the joint trust within §3546’s time

limitation, or within two years of the death of the surviving co-grantor, and laches

has not been shown at this juncture. This is a final report.

I. Background

Defendants Leslie Gay Knapp Marini (“Marini”), individual and as

executrix of the Estate of Halsey G. Knapp and as trustee of Halsey G. and Joan D.

Knapp Revocable Trust (“Joint Trust”) and G K & G Knapp Family Limited

Partnership (together “Defendants”) filed a motion in limine (“Motion”) on

February 10, 2020. 1 Defendants seek to preclude Plaintiff Amy Knapp Rumford

(“Rumford”), acting individually and derivatively on behalf of Knapp Investments

Limited Partnership (“Knapp Partnership”), from challenging Joan D. Knapp

(“Joan”)’s execution of the Joint Trust and the Last Will and Testament of Joan D.

Knapp (“2014 Will”) at trial.2 They argue that Rumford’s claim contesting the

validity of Joan’s execution of the Joint Trust is time-barred by 12 Del. C. §3546

(“§3546”) and laches, and any challenge to the 2014 Will, and to the deed (“2014

Deed”) transferring property located in Nassau, Delaware (“New Road Tract”) to

1
Docket Item (“D.I.”) 97.
2
Id., at 6. I use first names in pursuit of clarity and intend no familiarity or disrespect.

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the Joint Trust, is also barred by laches. 3 Rumford opposes the Motion, asserting

that the Motion is an improper case-dispositive motion; Defendants waived their

time-bar defense; the challenge of the Joint Trust is not time-barred under §3546 or

laches; laches does not bar the challenge to the 2014 Deed; Halsey G. Knapp

(“Halsey”)’s unclean hands bars Defendants’ equitable defenses; and any decision

on the 2014 Will is an advisory opinion.4

On April 21, 2014, Joan and Halsey executed the Joint Trust and deeded the

New Road Tract previously held by their individual revocable trusts to the Joint

Trust. 5 The Joint Trust provided that, after the death of both grantors, 60% of the

New Road Tract would be distributed to Marini, and 40% to Rumford. 6 Also on

April 21, 2014, Joan executed the 2014 Will. 7 Joan died on March 3, 2015.8 On

December 3, 2015, Halsey executed the First Amendment to the Joint Trust, which

divested Rumford of her interest in the Joint Trust by distributing all of the Joint

Trust property, including the New Road Tract, to Marini, after the co-grantors’

deaths.9 Halsey died on December 20, 2017. 10

3
Id., 6-13; D.I. 106, 6-7.
4
D.I. 104.
5
D.I. 81, Exs. F, G.
6
Id., Ex. F, Art. III (B).
7
Id., Ex. I.
8
Id., ¶ 21.
9
Id., Ex. H.

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Rumford filed a complaint on July 30, 2018, and a first amended complaint

(“Amended Complaint”) on October 31, 2019, in which she claims that Joan

lacked capacity to execute the Joint Trust or to transfer the New Road Tract and

that Halsey signed Joan’s name to the Joint Trust and the 2014 Deed without her

authority, so the Joint Trust and the transfer of the New Road Tract to the Joint

Trust should be invalidated.11 In addition, she argues that Joan was unduly

influenced by Halsey to execute the Joint Trust.12

II. Analysis

A. Appropriateness of motion in limine

The first issue is whether the Motion was improperly filed as a motion in

limine. A “motion in limine typically concerns the admissibility of evidence and is

a preliminary motion directed at establishing the ‘ground rules applicable at trial.’

In contrast, a ‘summary judgment motion is a determination by the court

concerning a case or aspect of a case made prior to trial that obviates the need for

trial of the matter.’” 13 Rumford argues that the Motion should be denied as

10
D.I. 104, at 5.
11
D.I. 1,¶¶ 76-85; D.I. 81, ¶¶ 77-86. Although not at issue in the Motion, Rumford also
seeks to invalidate the assignment of property located at 1102 Bay Avenue, Lewes,
Delaware, from the Knapp Partnership to the Joint Trust, and claims that Halsey breached
his fiduciary duties to Rumford and to the Knapp Partnership. See D.I. 81.
12
D.I. 81, ¶¶ 84-86.
13
Hercules, Inc. v. AIU Ins. Co. [hereinafter “Hercules”], 784 A.2d 481, 500 (Del. 2001)
(original emphasis included and citations omitted).

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improperly filed as a motion in limine because it is dispositive of a substantive

legal issue. 14 Defendants respond that the Motion seeks to preclude certain

evidence and, even if the Motion is analyzed as a motion for partial summary

judgment, it should be granted since there are no material factual disputes and they

are entitled to judgment as a matter of law regarding the issue of whether the Joint

Trust or the 2014 Will are time-barred. 15

If it is determined that the challenges to the validity of Joan’s execution of

the Joint Trust and the 2014 Deed are time-barred as a matter of law, then

Rumford’s claims concerning Joan’s lack of capacity and undue influence in

executing the Joint Trust or the 2014 Deed would not survive. The Motion, if

granted, would be dispositive of substantive legal issues concerning Rumford’s

claims. However, in the interest of judicial economy, I treat it as a motion for

partial summary judgment.16 Under that basis, I deny the Motion because

Defendants are not entitled to judgment as a matter of law and genuine issues of

material facts are in dispute. My reasoning is discussed below.

14
D.I. 104, at 3-4.
15
D.I. 106, at 2-3.
16
In Hercules, the motion filed as a motion in limine was determined to be a motion for
summary judgment and denied as untimely under the pre-trial order, consistent with
Superior Court Civil Rule 16(e). Hercules, 784 A.2d at 499-500. Unlike the situation in
Hercules, the current scheduling order in this case does not restrict the timing for filing
dispositive motions and no prejudice has been shown if the legal issues in the Motion are
addressed. See D.I. 103.

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B. Waiver of time-bar defenses

Rumford argues that Defendants waived their time-bar defenses because,

although they generically referred to laches as an affirmative defense, they failed to

cite the grounds for the defense, and they failed to assert a defense under §3546.17

Defendants contend that they properly pleaded laches as an affirmative defense.

Court of Chancery Rule 8(c) provides that, “[i]n pleading to a preceding

pleading, a party shall set forth affirmatively . . . laches, . . . statute of limitations . .

. and any other matter constituting . . . affirmative defense.”18 And, under Court of

Chancery Rule 12(b), ‘[e]very defense, in law or fact, to a claim for relief in any

pleading . . . shall be asserted in the responsive pleading.” 19 “[The Delaware]

Supreme Court has determined that Superior Court Rules 8(c) and 12(b), which are

analogous to Court of Chancery Rules 8(c) and 12(b), ‘require a defendant to raise

the defense of limitations either in a motion to dismiss or as an affirmative defense

in a responsive pleading.’”20 Defendants pleaded the affirmative defense of laches

as a part of its answer to the Amended Complaint but have not pleaded a defense

17
D.I. 104, at 4-5.
18
Ct. Ch. R. 8(c).
19
Ct. Ch. R. 12(b).
20
Knutkowski v. Cross, 2011 WL 6820335, at *2 (Del. Ch. Dec. 22, 2011) (citing Gadow
v. Parker, 865 A.2d 515, 516 (Del. 2005)).

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under §3546. 21 However, §3546 is a statute of repose.22 Unlike a statute of

limitations, a statute of repose “is a substantive provision which may not be waived

because the time limit expressly qualifies the right which the statute creates.”23

Since it is “jurisdictional and may not be waived,” it does not need to be pleaded

affirmatively.24 Accordingly, I find the time-barred defenses are not waived.

C. Timeliness of challenges to the Joint Trust and 2014 Deed

Next, I consider Defendants’ claim that Rumford’s challenge to the validity

of Joan’s execution of the Joint Trust is time-barred as a motion for partial

summary judgment. Under Court of Chancery Rule 56, the court grants a motion

for partial summary judgment when “the moving party demonstrates the absence of

21
D.I. 92, at 31.
22
See Matter of Restatement of Declaration of Tr. Creating the Survivor’s Tr. Created
Under the Ravet Fam. Tr. Dated Feb. 9, 2012, 2014 WL 2538887, at *1 (Del. Ch. June 4,
2014), aff’d sub nom. Ravet v. N. Tr. Co. of Delaware, 2015 WL 631588 (Del. Feb. 12,
2015). “Statutes of limitations are designed to encourage plaintiffs to pursue diligent
prosecution of known claims. . . .[and] limitations periods being to run when the cause of
action accrues – that is, when the plaintiff can file suit and obtain relief.” JPMorgan
Chase Bank, N.A. v. Ballard, 213 A.3d 1211, 1229 (Del. Ch.), cert. denied, 214 A.3d 449
(Del. Ch. 2019), and appeal refused, 214 A.3d 448 (Del. 2019) (internal quotation marks
and citations omitted). “In contrast, statutes of repose are enacted to give more explicit
and certain protection to defendants. These statutes effect a legislative judgment that a
defendant should be free from liability after the legislatively determined period of time.”
Id. (internal quotation marks and citations omitted). Consistent with a statute of repose,
§3546 limits the period during which the validity of a revocable trust can be challenged;
it is not triggered by the occurrence of an injury. See 12 Del. C. §3546.
23
Cheswold Volunteer Fire Co. v. Lambertson Const. Co., 489 A.2d 413, 421 (Del.
1984), on reargument (Feb. 15, 1985).
24
Admiral Holding v. Town of Bowers, 2004 WL 2744581, at *2 (Del. Super. Oct. 18,
2004); Cheswold Volunteer Fire Co., 489 A.2d at 421.

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issues of material fact [related to the claims at issue] and that it is entitled to a

judgment as a matter of law.”25 Evidence must be viewed “in the light most

favorable to the non-moving party.” 26

Laches is an equitable doctrine “rooted in the maxim that equity aids the

vigilant, not those who slumber on their rights.”27 A finding of laches generally

requires proof of three factors: the claimant’s knowledge of the claim,

unreasonable delay in bringing the claim, and resulting prejudice to the

defendant.28 Here, Rumford’s equitable claims seek equitable relief, so the

doctrine of laches applies and the court considers comparable statutes of

limitations at law, which will be “given great weight in deciding whether the

claims are barred by laches.”29

25
Wagamon v. Dolan, 2012 WL 1388847, at *2 (Del. Ch. Apr. 20, 2012); see also Pine
River Master Fund Ltd. v. Amur Fin. Co., Inc., 2017 WL 4023099, at *6 (Del. Ch. Sept.
13, 2017) (citation omitted); Cincinnati Bell Cellular Sys. Co. v. Ameritech Mobile Phone
Serv. of Cincinnati, Inc., 1996 WL 506906, at *2 (Del. Ch. Sept. 3, 1996), aff’d, 692 A.2d
411 (Del. 1997).
26
Williams v. Geier, 671 A.2d 1368, 1389 (Del. 1996) (citations omitted); see also Pine
River Master Fund Ltd., 2017 WL 4023099, at *6 (citation omitted).
27
Adams v. Jankouskas, 452 A.2d 148, 157 (Del. 1982); see also Reid v. Spazio, 970
A.2d 176, 182 (Del. 2009) (citations omitted); Kraft v. Wisdom Tree Investments, Inc.,
145 A.3d 969, 974-75 (Del. Ch. 2016) (citations omitted).
28
Whittington v. Dragon Grp., LLC, 991 A.2d 1, 8 (Del. 2009) (citations omitted).
29
Kraft, 145 A.3d at 978, 983; see also Whittington, 991 A.2d at 9; Adams, 452 A.2d at
157.

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I look to analogous statutes of limitations – in this case, 12 Del. C. §3546, a

statute of repose.30 Section 3546 provides, in pertinent part, that a judicial

proceeding to contest whether a revocable trust was validly created must be

initiated no later than “[t]wo years after the trustor’s death.” 31 Defendants contend

that Rumford’s challenge to the Joint Trust’s validity is time-barred because Joan

died on March 4, 2015 and Rumford filed this action on July 30, 2018 – more than

two years after Joan’s death. 32 Although Halsey, the other grantor of the Joint

Trust, died on December 20, 2017, Defendants argue that Rumford’s claims are

“confined to Joan’s status as trust [emphasis included],” so the timing of her death

controls.33 And, they allege that, if the limitation is determined to not take effect

30
Statutes of repose deadlines have been applied strictly. See generally Cheswold
Volunteer Fire Co. v. Lambertson Const. Co., 489 A.2d 413, 421 (Del. 1984), on
reargument (Feb. 15, 1985); In re Est. of Lambeth, 2018 WL 3239902, at *2 (Del. Ch.
July 2, 2018), adopted sub nom. Lambeth v. Kendall (Del. Ch. 2018).
31
12 Del. C. §3546(a)(2). Section 3546 precludes the filing of challenges to the creation
of revocable or irrevocable trusts after the first of the following occurs: (1) 120 days after
the person contesting the trust was notified in writing concerning the trust’s existence,
trustee’s name and address, whether the person is a beneficiary, and the timing for
contesting the trust; (2) two years after the trustor’s death; (3) after expiration of the time
in which a petition for review of a will could be filed if the trust was revocable at the
trustor’s death and was referenced in the trustor’s will; or (4) the right to contest was
precluded by adjudication, consent or other limitation. 12 Del. C. §3546. The limitation
which Defendants argue precludes this action is whether the challenge was filed within
two years following the trustor’s death.
32
D.I. 97, at 6-7.
33
Id., at 7.

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until Halsey’s death (which could occur many years later), the result would

contravene the legislative intent to “encourage the prompt resolution of disputes.” 34

Rumford responds §3546 does not bar her claims because she filed the

claims within two years of Halsey’s death, and the “only reasonable interpretation

of ‘the trustor’ in [§3546] is the surviving trustor, i.e., the trustor whose death

makes the trust irrevocable.” 35 She asserts that a beneficiary lacks standing to

challenge a revocable trust while a trustor is alive and can amend or revoke the

trust, making any harm to the beneficiary speculative.36 Rumford further argues

that a determination regarding laches should be evaluated on a complete factual

record.37

The issue is whether, under §3546, the two-year limitation to challenge the

validity of a joint trust begins to run with the death of the trustor whose status is at

issue, or with the death of the surviving trustor. Section 3546 does not address

34
Id., at 7-8.
35
D.I. 104, at 5.
36
Id., at 6-7.
37
Id., at 9. Rumford also argues that Halsey’s unclean hands regarding the Joint Trust
and the 2014 Deed (she asserts that Halsey knew that Joan did not sign the documents
and that Joan lacked capacity to execute those documents) should be imputed to
Defendants and they should be precluded from invoking equitable defenses related to
those documents. Id., at 11. Defendants respond that, even assuming Halsey had unclean
hands, Halsey’s actions do not have the “immediate and necessary” relation to
Defendants’ laches defense so their equitable claims are not barred. D.I. 106, at 8. Since
Defendant’s equitable defenses related to the Joint Trust and the 2014 Deed are addressed
on other grounds, I do not decide the unclean hands issue at this point.

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joint trusts, nor does it provide for separate consideration or deadlines for claims

associated with particular trustors. As a statute of repose, however, §3546’s

purpose is “to grant complete peace” after the running of a statutorily set time

limitation.38 To determine what constitutes “complete peace,” I look to the trust’s

operation consistent with the trustor’s intent, because “[i]n Delaware, the settlor’s

intent controls.” 39 “A proper construction of an inter vivos trust instrument

depends on the intent of the maker as disclosed by its language at the time of

execution.” 40

The Joint Trust provides that “[e]ither of the Grantors may, by a written

instrument . . . during the lifetime of either Grantor, revoke this Agreement in

whole or in part and amend it from time to time in any respect. Upon the deaths of

both of the Grantors this Trust Agreement shall become Irrevocable.” 41 During the

Grantors’ lifetimes, the trustee pays all trust income and principal as “either of the

38
In re Est. of Lambeth, 2018 WL 3239902, at *3 (Del. Ch. July 2, 2018), adopted sub
nom. Lambeth v. Kendall (Del. Ch. 2018) (citation omitted); see also Cheswold Volunteer
Fire Co. v. Lambertson Const. Co., 489 A.2d 413, 421 (Del. 1984), on reargument (Feb.
15, 1985).
39
In re Tr. Under Will of Flint for the Benefit of Shadek, 118 A.3d 182, 194 (Del. Ch.
2015); see also In re Peierls Fam. Inter Vivos Trusts, 77 A.3d 249, 263 (Del. 2013)
(citations omitted); Chavin v. PNC Bank, 816 A.2d 781, 783 (Del. 2003) (citations
omitted).
40
In re Tr. of Samuel Bancroft, Jr. Art Collection under Agreement dated Mar. 29, 1935,
1981 WL 15126, at *2 (Del. Ch. Oct. 28, 1981).
41
D.I. 81, Ex. F, Art. I.

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Grantors . . . directs in writing.”42 “After the death of both of the Grantors,” trust

property is then distributed to contingent beneficiaries.43

It is clear from the language of the Joint Trust that the co-grantors intended

that they each have rights to direct trust property and to amend and revoke the Joint

Trust throughout their lifetimes, and that those rights continue after the death of the

other co-grantor. It is at the death of the second co-grantor that the trust becomes

irrevocable. Considering the co-grantors’ language and intent, I am persuaded by

Rumford’s argument that the only reasonable interpretation of §3546, under the

circumstances, is that the two-year limitation begins to run at the surviving

trustor’s, or Halsey’s, death. I understand Defendants’ concern that the legislative

intent of §3546 was to encourage prompt resolution of disputes; however, it is not

reasonable to interpret that general intent – without specific statutory language

addressing joint trusts – as overriding the co-grantors’ plain intent to maintain the

Joint Trust’s flexibility for either co-grantor during both of their lifetimes. Since

§3546’s two-year limitation to challenge the Joint Trust’s validity began running at

Halsey’s death, this action was filed within §3546’s required time frame.

“Under ordinary circumstances, a suit in equity will not be stayed for laches

before . . . the time fixed by the analogous statute of limitations at law; but, if

42
Id., Art. II(A).
43
Id., Art. III.

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unusual conditions or extraordinary circumstances make it inequitable to allow the

prosecution of a suit after a briefer period, . . . the [court] will not be bound by the

statute, but will determine the extraordinary case in accordance with the equities

which condition it.”44 In other words, laches permits a court “to hold a plaintiff to

a shorter period if, in terms of equity, the plaintiff should have acted with greater

alacrity, and when the plaintiff’s failure to seek equitable relief with alacrity

threatens prejudice to the other party.” 45

Here, I find Rumford’s claims were timely under the analogous limitations

period established in §3546, so her claims will be barred by laches only if her

failure to act with greater speed caused prejudice to Defendants. Prejudice

includes, “for example, where the delay prevents a party from calling crucial

witnesses who . . . have become unavailable because of intervening disappearance,

illness, or death.” 46 I consider that the Joint Trust was created in 2014, and that

Joan died in 2015 and Halsey in 2017, so neither co-grantor remains available to

provide evidence concerning Joan’s capacity and whether she was unduly

influenced to create the Joint Trust. However, the absence of Halsey and Joan as

44
Reid v. Spazio, 970 A.2d 176, 183 (Del. 2009) (internal quotation marks and citations
omitted).
45
Whittington v. Dragon Grp., LLC, 991 A.2d 1, 8 (Del. 2009) (internal quotation marks
and citations omitted); see also In re Sirius XM S’holder Litig., 2013 WL 5411268, at *4
(Del. Ch. Sept. 27, 2013).

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witnesses may be counterbalanced by the availability of other witnesses, including

the attorney who prepared the Joint Trust and witnessed its execution. 47 At this

juncture, I find there is a genuine issue of material fact whether Defendants have

been prejudiced as a result of Rumford’s delay, or whether other unusual

conditions or extraordinary circumstances exist that would make it inequitable to

allow Rumford to challenge the validity of Joan’s execution of the Joint Trust. I

further consider that “[o]rdinarily, summary judgment is not granted on the defense

of laches,” because “[a]ssessing whether delay has been unreasonable and whether

there has been resulting prejudice or injury to a party . . . often must await full

development of the facts at trial.”48

In addition, I consider Defendants’ claim that Rumford’s challenge to the

2014 Deed has expired or is barred by laches. There does not appear to be

analogous statutes of limitations since Rumford’s equitable claim focuses on the

validity of the 2014 Deed. 49 “Where no analogous limitations period exists, . . . the

46
Steele v. Ratledge, 2002 WL 31260990, at *3 (Del. Ch. Sept. 20, 2002); see also
Hudak v. Procek, 806 A.2d 140, 158 (Del. 2002).
47
See D.I. 81, Ex. F.
48
Schmidt, by Meekins v. Schmidt, 1994 WL 198704, at *3 (Del. Ch. May 3, 1994).
49
Id., n. 1 (“Setting aside a transfer of real property is a remedy solely within the
jurisdiction of the Court of Chancery. As there is no concurrent remedy at law, no
analogous statute of limitations would appear to apply.”).

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Court relies entirely on the traditional principles of laches.” 50 It focuses on

“whether it is inequitable to permit a claim to be enforced, the touchstone of which

is inexcusable delay leading to an adverse change in the condition or relations of

the property or the parties.”51 A determination on “unreasonable delay and

prejudice . . . depend[s] upon the totality of the circumstances.”52

With regard to prejudice caused by the delay, many of the same

considerations apply to the laches analyses for the 2014 Deed as for the Joint Trust.

For example, Joan and Halsey, who executed the 2014 Deed, are unavailable but

the attorney who prepared and witnessed the execution of the Deed is available.53 I

find there remains a material factual dispute whether Defendants have been

prejudiced as a result of Rumford’s delay, or whether unusual conditions or

extraordinary circumstances exist making it inequitable for Rumford to challenge

the 2014 Deed’s validity. Therefore, I recommend that the Court deny

Defendants’ Motion seeking to preclude Rumford’s challenge of Joan’s execution

of the Joint Trust and the 2014 Deed at trial. 54

50
Kraft v. Wisdom Tree Investments, Inc., 145 A.3d 969, 979 (Del. Ch. 2016).
51
Reid v. Spazio, 970 A.2d 176, 183 (Del. 2009).
52
Hudak v. Procek, 806 A.2d 140, 153 (Del. 2002); see also Whittington v. Dragon Grp.,
LLC, 991 A.2d 1, 9 (Del. 2009).
53
See D.I. 81, Ex. G.
54
Defendants also seek to preclude Rumford from challenging Joan’s execution of the
2014 Will at trial. However, there is no specified claim in Rumford’s Amended
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III. Conclusion

For the reasons set forth above, I recommend that the Court deny

Defendants’ Motion seeking to preclude Rumford from challenging the validity of

Joan’s execution of the Joint Trust and the 2014 Deed at trial, because of laches

and 12 Del. C. §3546. This is a final report and exceptions may be taken pursuant

to Court of Chancery Rule 144.

Respectfully,

/s/ Patricia W. Griffin

Master Patricia W. Griffin

Complaint regarding the 2014 Will so I do not have any issue regarding the 2014 Will
before me at this time. D.I. 81. I would be rendering an advisory opinion if I were to
address, as a part of this action, whether any future action on the 2014 Will is time-barred
by laches. See, e.g., Rollins Int’l, Inc. v. Int’l Hydronics Corp., 303 A.2d 660, 662 (Del.
1973) (“courts will not entertain suits seeking an advisory opinion or an adjudication of
hypothetical questions”).

16