Scalfaro v. Rudloff

DISSENTING OPINION BY

KELLY, J.:

¶ 11 respectfully depart from the majority’s disposition because I do not agree that the trustees possessed the power to revoke the trust. I believe a trustee’s *911power to revoke a trust must be explicitly granted by the trust document’s language, and any doubt as to whom the trust document grants the power to revoke should be resolved in favor of the settlors. I also believe a joint right of revocation in set-tlors does not pass upon death of a settlor to the surviving settlor, and thus the trust becomes irrevocable. Hence, I dissent.

¶ 2 I reiterate the facts briefly. Mother and Father jointly executed Trust, in which Appellee and her two brothers were named beneficiaries. Mother and Father named only themselves as trustees. Mother passed away in 1996. In 2000, Father executed and filed a deed which granted Trust’s property to Appellee’s brothers alone as tenants in common. If valid, Father’s action would extinguish Trust and deny Appellee any rights to Trust’s property. In 2003, Appellee filed the instant action to quiet title. (Trial Court Opinion, dated November 16, 2004, at 1-3).

¶3 The learned majority presents a thoughtful and thorough analysis of the issue before us today.2 The instant case involves a standard form-book trust, and therefore our decision may affect the interpretation of the myriad of trusts similar to the instant one. Analysis of this particular trust is difficult, as most of our caselaw interprets trusts whose settlors are not the trustees. However, I believe relevant caselaw and the Restatement (Second) of Trusts conflict with the majority’s conclusions.

¶ 4 The first important step in determining the trustees’ powers is to examine the settlors’ intent within the context of the trust.

When interpreting a trust instrument, the intent of the settlor is paramount and if that intent is not unlawful, it must prevail. To ascertain this intent, a court must examine the language of the document, the scheme of distribution, and the facts and the circumstances existing at the creation of the trust. The set-tlor’s intent must be determined with such reasonable certainty that little doubt exists of this intent. If the set-tlor’s intent remains uncertain, a court turns to canons of construction to supply the settlor’s likely intent.

Trust Agreement of Cyrus D. Jones Dated June 24 1926, 414 Pa.Super. 361, 607 A.2d 265, 268 (1992) (citations omitted). The Commonwealth of Pennsylvania permits settlors to determine the disposition of their estate and will honor their determination. In re McCune, 705 A.2d 861, 867 (Pa.Super.1997), appeal denied, 555 Pa. 720, 724 A.2d 935 (1998). Settlors may reserve for themselves the “power to alter, revoke or amend the trust in whole or in part.” In re Mason’s Estate, 395 Pa. 485, 488,150 A.2d 542, 544 (1959).

¶ 5 The learned majority relies on the reasoning of the Utah Supreme Court in arriving at its decision today. See Matter of Estate of West, 948 P.2d 351 (Utah 1997). I disagree with the majority’s reliance on the Utah Court’s analysis in interpreting paragraph 5 of the trust agreement, because I believe that analysis is flawed. The interpretation of paragraph 5 is crucial to our disposition, as paragraph 7 explicitly provides the incapacity or death of a co-trustee would result in the survivor continuing as sole trustee. (Declaration of Trust at 2; R.R. at 4a). Therefore, because it is undisputed that Father, as surviving trustee, became sole trustee upon Mother’s death, the scope of his rights as *912sole trustee necessarily hinges on whether paragraph 5 grants trustees the power to revoke.

¶ 6 To reiterate, paragraph 5 of the trust provides:

We reserve unto ourselves the power and right at any time during our lifetime to amend or revoke in whole or in part the trust hereby created without the necessity of obtaining the consent of any beneficiary and without giving notice to any beneficiary. The sale or other disposition by us of the whole or any part of the property held hereunder shall constitute as to such whole or part a revocation of this trust.

(Declaration of Trust at 2; R.R. at 4a). The Utah Court reviewed an identical form-book trust and concluded the first sentence of paragraph 5 refers to the decedents as settlors, and the second sentence refers to the decedents as trustees. Matter of Estate of West, supra at 354. The Utah Court based its conclusion on its determination that “by establishing the trust the settlors have conveyed away their legal title to the property.” Id.

¶ 7 I cannot agree with the Utah Court’s conclusion, or at least its effect in this Commonwealth. It is generally accepted that “[t]he settlor of a trust can reserve to himself any power which he desires with respect to the property, if the power is not illegal (see [Restatement (Second) of Trusts] §§ 60-65), and the reservation of the power will not of itself make the trust invalid. See § 57.” Restatement (Second) of Trusts § 37 cmt. a (1959).3 The Pennsylvania Supreme Court has stated:

Where a person makes a deposit in a savings account in a bank in his own name as trustee for another person intending to reserve a power to withdraw the whole or any part of the deposit at any time during his lifetime and to use as his own whatever he may withdraw, or otherwise to revoke the trust, the intended trust is enforceable by the beneficiary upon the death of the depositor as to any part remaining on deposit on his death if he has not revoked the trust.

In re Shapley’s Deed of Trust, 353 Pa. 499, 503, 46 A.2d 227, 228 (1946).

¶ 8 I can discern no meaningful distinction between a settlor’s right to revoke by withdrawing his entire savings account and a settlor’s right to revoke by selling his property. The Utah Court and the majority do not cite any case that forbids set-tlors from reserving such right as an act of revocation, and my research of the relevant caselaw and Restatements reveals no authority forbidding such reservation of power.4

¶ 9 Instead, I believe settlors’ rights are more accurately interpreted by the New York Supreme Court, Appellate Division, in Gaigal v. Laub, 236 A.D.2d 362, 653 *913N.Y.S.2d 637 (1997), appeal denied, 90 N.Y.2d 802, 660 N.Y.S.2d 712, 683 N.E.2d 335 (1997). In Gaigal, the New York Court stated:

A trustee, by definition, is the person who holds legal title to the trust corpus for the benefit of the beneficiaries. The creator of the trust is the person who makes the disposition of property to the trust. Although in this case the creators were also the trustees, the provision which granted the creators the power of revocation during their lifetime must be construed independently of the provision which made the surviving trustee the sole trustee. Pursuant to paragraph 5 of the declaration of trust dated June 15, 1981, the creators had the power to revoke the trust without the consent of the beneficiaries. However, following the death of one of the creators, the declaration of trust dated June 15, 1981, became irrevocable.

Id. at 638-39 (citations omitted). The Gai-gal Court relied on New York statutes which specifically defined the roles of creators and trustees. See id. Although the statutes of this Commonwealth do not specifically define the roles of settlors and trustees, the relevant New York statutes are consistent with the Restatement Second’s definition of the roles of settlors and trustees. Compare id., with Restatement (Second) of Trusts §§ 2, 3. The Gaigal Court recognized the settlors’ power to revoke the trust, examined paragraph 5 of the trust separately from paragraph 7,5 and determined the death of a settlor extinguished the surviving settlor’s power to revoke the trust. See Gaigal, supra at 639. I find the Gaigal Court’s reasoning influential. I would examine paragraph 5 of the instant trust separately from paragraph 7 and conclude the trust became irrevocable upon the death of Mother.

¶ 10 Furthermore, an interpretation of paragraph 5 within the context of the entire trust provides a different result than that of the Utah court. Paragraphs 4 and 6 provide:

4. We reserve unto ourselves the power and right during our lifetime (1) to place a mortgage or other lien upon the property, (2) to collect any rental or other income which may accrue from the trust property and to pay such income to ourselves as individuals. We shall be exclusively entitled to all income accruing from the trust property [during] our lifetime, and no beneficiary named herein shall have any claim upon any such income and/or profits distributed [to us].
6. The death during our lifetime, or in a common accident or disaster with us, of all of the beneficiaries designated hereunder shall revoke such designation, and in the former event, we reserve the right to designate a new beneficiary. Should we for any reason fail to designate such new beneficiary, this trust shall terminate upon the death of the [survivor] of us and the trust property shall revert to the estate of such surviv- or.

(Declaration of Trust at 2; R.R. at 4a).6 Paragraph 4 refers to the rights of the Rudloffs as settlors, as a settlor may reserve the right to receive income from the *914trust property. See Restatement (Second) of Trusts § 114. Paragraph 6 also refers to the Rudloffs as settlors, as a settlor may reserve the right to modify or revoke the trust and change beneficiaries. See Restatement (Second) of Trusts § 37. See generally Schellentrager v. Tradesmens Nat’l Bank & Trust Co., 370 Pa. 501, 88 A.2d 773 (1952) (recognizing settlor’s power to change beneficiaries). Paragraphs 4, 5, and 6 are composed of six sentences total, five of which clearly refer to rights reserved to the settlors. Therefore, the second sentence of paragraph 5 is preceded and followed by averments of the set-tlors’ rights. Accordingly, I would conclude the context of the trust document indicates the second sentence of paragraph 5 refers to the Rudloffs’ rights as settlors.7

¶ 11 I must also disagree with the majority’s conclusion regarding the effect of our Supreme Court’s words in In re Solomon’s Estate, 332 Pa. 462, 2 A.2d 825 (1938). I agree with my learned colleagues that the concluding paragraph operates as dicta. See id. at 464, 2 A.2d at 826. However, I believe the Solomon’s Estate Court states a sound and influential policy when it noted, “No trust jointly created would be secure under such a determination [that joint power to revoke may survive to the surviving settlor.]” Id. Indeed, the trust document does not accord either Mother or Father individually the power to revoke without the other’s consent while both are alive. I cannot conclude such a right to revoke is automatically conferred upon the survivor of them without express language reserving that right to the surviving settlor. Although the trust document creates the right for the surviving parent to act as sole trustee, “[a] trustee is in a fiduciary relation to the beneficiary” and to act in the best interest of all beneficiaries. Restatement (Second) of Trusts § 170(1) cmt. a. Clearly, the transfer of trust property to all but one beneficiary would not be acting in the best or fiduciary interest of the excluded beneficiary.8

¶ 12 Based upon the foregoing, it is my opinion that the right of revocation must be specifically accorded to trustees, and if there is doubt as to whom the right of revocation is accorded, the assumption should be that such right is reserved to the settlors. Additionally, I believe the joint right of revocation by settlors does not pass to the surviving settlor. In the instant case, I would determine the trust became irrevocable upon the death of Mother and affirm the judgment of the trial court. Accordingly, I respectfully dissent.

. I note both the trial court and Appellee argue Appellants waived their claim by failing to state sufficient grounds in their post-trial motions. (See Trial Court Opinion at 17); (Appellee’s Brief at 4). However, my reading of the post-trial motions indicates Appellants properly stated the grounds upon which they sought relief. (See Pa.R.C.P. 227.1(b)(2)).

. I note the transfer of property took place in 2001, which was before the Restatement (Third) of Trusts was published in 2003. Therefore, although I would determine the Restatement (Third) also supports my analysis, I refer solely to the Restatement (Second) of Trusts.

. I must further observe the distinction noted in the Restatement (Second) regarding legal title:

Where the owner of property transfers the legal title together with the beneficial interest to another, he cannot ordinarily reserve to himself power to retake the property or to control the transferee in its use. ... [A] transfer in trust ... differs from a transfer of property by outright gift or sale. The settlor of a trust can reserve to himself any power which he desires with respect to the property ....

Restatement (Second) of Trusts § 37 cmt. a. Clearly, the Restatement (Second) does not contemplate a settlor’s loss of legal right to transfer property if that power is expressly reserved.

. Paragraph 7 of the Gaigal trust similarly stated, "In the event of the physical or mental incapacity or death of one of us, the survivor shall continue as sole trustee.” Gaigal, supra at 362, 653 N.Y.S.2d 637.

. Our copies of the trust document in the record and reproduced record contain blank streaks that block entire words and parts of words. The bracketed text is derived from the trust document in Matter of Estate of West, which used a like, standard form-book trust.

. In my opinion, only paragraph 7 of the trust document specifically refers to the trustees' rights. Therefore, I believe the surviving trustee's powers are defined by paragraph 7 and Section 7133 of the Estates Code. See 20 Pa.C.S.A. § 7133.

. To the extent the learned majority observes, “In re Solomon's Estate is distinguishable from the instant case in that the surviving donor/settlor in that case, the mother, did not have the power to revoke or amend the trust as a trustee, as Father did in the instant case,” I do not agree, as I have concluded Father did not have the power to revoke as trustee. I therefore would view In re Solomon's Estate as relevant to the instant case.