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Affirmed = and Majority=20 and Concurring Opinion filed July 10, 2007.

 

 

In=20 The

 

Fourteenth=20 Court of Appeals

____________

 

NO. 14-05-00677-CV

____________

 

CAROLYN ANN=20 LESIKAR MOON, Individually and as Named Trustee of the CAROLYN ANN = LESIKAR=20 MOON SPECIAL TRUST, = Appellant

 

V.

 

WOODY K.=20 LESIKAR, Individually, as Trustee of the WOODROW V. LESIKAR FAMILY = TRUST,=20 Trustee of the WOODY K. LESIKAR SPECIAL TRUST, and Independent = Executor of=20 the ESTATE OF WOODROW V. LESIKAR; WEST HOUSTON AIRPORT = CORPORATION; SHELLY=20 ANN LESIKAR, Individually and as Trustee of the S&S TRUST; = STACY JAYNE=20 LESIKAR MARTIN, Individually and as Trustee of the S&S TRUST; = and the=20 S&S TRUST, = Appellees

 

 

On Appeal from the = 149th District Court

Brazoria County, = Texas

Trial Court Cause = No. 33,207

 

 

C O N C U=20 R R I N G   O P I N I O N

I agree=20 with much of the reasoning of the cases on which the majority = relies, but=20 those cases are more suited to an analysis of standing under the = common=20 law rather than a determination of standing conferred by = statute. =20 Here, we need not look outside the Texas Trust Code to determine = whether=20 Carolyn has statutory standing.  Thus, although I agree with = the=20 majority=3Ds=20 disposition of the case, as a threshold matter I would hold that = Carolyn=20 has standing to bring her claims under the Texas Trust Code.  = I would=20 therefore reach the same result as that stated by the majority = only after=20 considering Carolyn=3Ds claims=20 on the merits.  Accordingly, I concur in the result reached = by the=20 majority, but write separately on the merits of = Carolyn=3Ds ten=20 issues.

I. =20 Standing

Standing=20 may be predicated on statutory or common-law authority.  = See=20 Williams v. Lara, 52 S.W.3d 171, 178B79 (Tex.=20 2001); Everett v. TK-Taito, L.L.C., 178 S.W.3d 844, 850 = (Tex.=20 App.CFort Worth=20 2005, no pet.).  When standing has been statutorily = conferred, the=20 statute itself serves as the proper framework for a standing=20 analysis.  Everett, 178 S.W.3d at 851; In re = Sullivan, 157 S.W.3d 911, 915 (Tex. App.CHouston=20 [14th Dist.] 2005, orig. proceeding).

Applying=20 the statutory framework, the majority notes that Carolyn, = Awould=20 appear to meet the definition of an interested person with = standing to=20 bring suit against a trustee for breach of fiduciary = duty.@  I=20 agree.  Although the majority then looks to the common law of = other=20 jurisdictions and finds an exception to the standing conferred by = the=20 Texas Trust Code, I would confine the analysis to the provisions = of=20 relevant statutes.  See In re Sullivan, 157 = S.W.3d at=20 920 (holding that the Texas Family Code confers standing on a = purported=20 sperm donor to maintain suit adjudicating parentage and stating = that=20 A[u]nless=20 and until the Texas Legislature amends the Texas Family Code to = achieve=20 the result [relator] urges, there is no basis to deny = standing@). =20

AThe determination of = whether a=20 plaintiff possesses standing to assert a particular claim depends = on the=20 facts pleaded and the cause of action asserted.@  = Mazon=20 Assocs., Inc. v. Comerica Bank, 195=20 S.W.3d 800, 803 (Tex. App.CDallas=20 2006, no pet.).  Texas courts have historically recognized a=20 distinction between the analysis employed in reviewing common-law = and=20 statutory standing.  See Williams, 52 S.W.3d at 178=20 (AAs a=20 general rule of Texas law, to have standing, unless it is = conferred by=20 statute, a plaintiff must demonstrate that he or she possesses = an=20 interest in a conflict . . . such that the defendant=3Ds actions=20 have caused the plaintiff some particular injury.@)=20 (emphasis added); In re Sullivan, 157 S.W.3d at 915 = (A[T]he=20 judge-made criteria regarding standing do not apply when the Texas = Legislature has conferred standing through a statute.@). =20 Because Carolyn claims standing under the Texas Trust Code, = Athe=20 analysis is a straight statutory construction of the relevant = statute to=20 determine upon whom the Texas Legislature conferred standing and = whether=20 the claimant in question falls in that category.@ =20 In re Sullivan, 157 S.W.3d at 915. 

Under the=20 relevant terms of the Trust Code, I would conclude that Carolyn is = an=20 interested person entitled to bring suit.  See Tex. Prop. Code Ann. = '' 111.004(2),(6),(7),(25),=20 114.008, 115.001, 115.011 (Vernon 2007).[1] =20 Accordingly, I would sustain Carolyn=3Ds tenth=20 issue and address her nine remaining issues on the = merits.

II. =20 Trust in Effect at the Time of the Stock = Sale

In her=20 third and fourth issues, Carolyn argues that the 1997 Amended = Family Trust=20 was in effect at the time the Airport Stock was sold, or in the=20 alternative, that there are genuine issues of material fact = concerning=20 which Family Trust instrument was in effect at the time of the = sale. =20 Although Carolyn correctly points out that there is a question of = fact=20 regarding the date the stock was sold, I would hold that this is = not a=20 material fact, considering the similarity of the key terms of the = two=20 agreements.  Under both trusts, the settlor has the right to = revoke=20 or modify the trust upon written notice, and the trustee is = authorized=20 Ato enter=20 into any transaction on behalf of the trusts despite the fact that = another=20 party to the transaction is (I) a trust of which a Trustee of = these=20 trusts is also a trustee, . . . [or] (iii) a Trustee or any one or = more of=20 the beneficiaries acting on their own behalf . . . .@[2]  In=20 light of the similarity of these key provisions addressing the = rights of=20 the settlors and the trustees, I would overrule = Carolyn=3Ds third=20 and fourth issues.

III. =20 Woody=3Ds=20 Alleged Breach of Duty to Carolyn

In her=20 first issue, Carolyn argues that the trial court erred in denying = her=20 motion for summary judgment because no competent evidence proved = that=20 Woody=3Ds purchase=20 of the Airport Stock was fair.  Similarly, she argues in her = second=20 issue that the trial court erred in granting the Lesikar=20 Defendants=3D[3] = counter-motion for interlocutory summary judgment because=20 Woody=3Ds alleged=20 self-dealing in purchasing the Airport Stock was not excused by=20 exculpatory language in the trust.  In her eighth issue, = Carolyn=20 contends that Woody had a fiduciary obligation as co-trustee to = avoid=20 self-dealing transactions, Aeven if=20 the Family Trust was revocable and even if [the Settlor] = participated in=20 and directed those transactions.@

This=20 argument is rebutted by the terms of the trusts and of the Trust=20 Code.  As previously noted, Article VII, section 7.1(h) of = each trust=20 permits such Aself-dealing.@ =20 Moreover, at the time the summary judgment motions were filed, = heard, and=20 decided, the Texas Trust Code provided as = follows:

If a trust=20 instrument reserves or vests authority in any person to the = exclusion of=20 the trustee, including the settlor . . . to = direct the=20 making or retention of an investment or to perform any other act = in the=20 management or administration of the trust, the excluded trustee or = cotrustee is not liable for a loss resulting from the exercise of = the=20 authority in regard to the investments, management, or = administration of=20 the trust.

Tex.=20 Prop. Code Ann. = ' = 114.003=20 (Vernon 1995).[4] =20 As amended, the statute now provides:[5]

(a)    =20 The terms of a trust may give a trustee or other person a power to = direct=20 the modification or termination of the trust.

(b)    =20 If the terms of a trust give a person the power to direct certain = actions=20 of the trustee, the trustee shall act in accordance with the=20 person=3Ds direction=20 unless:

(1)    =20 the direction is manifestly contrary to the terms of the trust;=20 or

(2)    =20 the trustee knows the direction would constitute a serious breach = of a=20 fiduciary duty that the person holding the power to direct owes to = the=20 beneficiaries of the trust.

(c)     A=20 person, other than a beneficiary, who holds a power to direct is=20 presumptively a fiduciary required to act in good faith with = regard to the=20 purposes of the trust and the interests of the = beneficiaries.  The=20 holder of a power to direct is liable for any loss that results = from a=20 breach of the person=3Ds fiduciary = duty.

Tex.=20 Prop. Code Ann. = ' = 114.003=20 (Vernon 2007).[6] =20 A>[T]erms of=20 the trust=3D = means the=20 manifestation of intention of the settlor with respect to the = trust=20 expressed in a manner that admits of its proof in judicial=20 proceedings.@ =20 Id. ' 111.004(15).

Here, each=20 of the trusts reserved to the settlor the power to modify or = revoke the=20 trust, in whole or in part, and Carolyn does not argue that Mr.=20 Lesikar=3Ds decision=20 was the result of coercion, undue influence, lack of capacity, or = was=20 otherwise involuntary.  To the contrary, Carolyn essentially=20 complains that Woody violated his fiduciary duty to her by = failing=20 to influence her father to abandon his intent to transfer the = Airport=20 Stock to him.  She contends that, as a trustee, Woody has a = fiduciary=20 duty to the contingent beneficiaries, and must therefore prevent = the=20 co-trustee from removing property from the trust or transferring = former=20 trust property to him.  In effect, she argues that, in his = capacity=20 as a trustee, Woody=3Ds duty to=20 her as a contingent beneficiary trumps his duty to fulfill the = expressed=20 intent of the settlor.

But this=20 argument elevates the rights of a beneficiary above the rights of = the=20 settlor.  Here, the settlor is also a trustee; thus, under = the=20 fiduciary duties that Carolyn suggests, the settlor would share = the same=20 duty to prevent the removal of trust property.  See = id.=20 ' 114.006. =20 Thus, the settlor could revoke the trust only by breaching his = duty to=20 every beneficiary, contingent beneficiary, and remainderman who = held an=20 interest, however attenuated, in the trust property.  Under = this=20 interpretation, the trust would no longer be freely = revocable. =20 Because a fiduciary must also place the interests of the one to = whom a=20 duty is owed above his own interests, it would seem that the = settlor, in=20 his capacity as trustee, would have a duty to prevent = himself, in=20 his capacity as settlor, from revoking the trust.  This = result is=20 inconsistent with the Trust Code and the terms of the trust=20 documents.  Id. ' 112.051(a)=20 (AA settlor=20 may revoke the trust unless it is irrevocable by the express terms = of the=20 instrument creating it or of an instrument modifying = it.@).

I would=20 hold that Woody=3Ds=20 cooperation in the stock purchase was in accordance with the = direction of=20 his father, who was empowered to direct his actions.  = Moreover,=20 Woody=3Ds purchase=20 of the stock was not manifestly contrary to the terms of the = trust, but=20 complied with the intent of Mr. Lesikar as demonstrated not only = in the=20 written terms of the trust, but in the written stock transfer and = the=20 endorsed check.  See Haldeman v. Openheimer, = 119 S.W.=20 1158, 1162 (Tex. Civ. App. 1909), aff=3Dd as=20 modified, 103 Tex.=20 275, 126 S.W. 566 (1910).[7]=20 In arguing the contrary, Carolyn relies on authorities that speak=20 generally of the duties a trustee owes to a remainderman or to a=20 contingent beneficiary, but that do not adequately reconcile the=20 exculpatory terms of the trust, the rights of the settlor, the = rights of=20 other beneficiaries, and the trustee=3Ds=20 obligation to comply with the lawful directions of the = settlor: =20    In construing a trust, the whole instrument creating = or=20 declaring the trust must be considered, in order to determine the=20 settlor=3Ds intent,=20 and not merely any particular provision, part, clause, or phrase = by=20 itself, and consideration should not be given merely to disjoined=20 parts.  All parts, provisions, or terms of the instrument are = to be=20 considered, each paragraph provision, or phrase must be read in = the light=20 of the whole instrument, and not in isolation, and no clause is to = be=20 given undue preference.  The meaning of a part of a provision = must be=20 determined from the provision as a whole.

Brown v.=20 Scherck, 393=20 S.W.2d 172, 183 (Tex. Civ. App.CCorpus=20 Christi 1965, no writ) (quoting 90 C.J.S. Trusts = ' 161,=20 p. 22B23). =20

Under the=20 terms of each of the trusts, Mr. Lesikar manifested an intent to = exercise=20 control over the trust property during his lifetime.  Indeed, = the=20 following language concerning a testamentary trust is largely = applicable=20 to Mr. Lesikar=3Ds rights=20 as settlor:

[Testatrix],=20 as the owner of the property in question, had the absolute right = to=20 dispose of it . . . as she saw fit, and to put = upon=20 the title or the use of the property such limitations as she = deemed=20 proper, not in violation of law nor against public policy.  = [Her]=20 daughter[] had only such interest in the property as her mother = conferred=20 upon her, and it is not for the courts to say that the limitation = created=20 by the trust is unreasonable or unjust, if it be lawful.  = Bank v.=20 Adams, 133 Mass. 170, 43 Am. Rep. 504; Claflin v. = Claflin, 149=20 Mass. 19, 20 N. E. 454, 3 L. R. A. 370, 14 Am. St. Rep. 393.  = In the=20 latter case, the court said: AA testator=20 has a right to dispose of his own property with such restrictions = and=20 limitations, not repugnant to law, as he sees fit, and his = intentions=20 ought to be carried out, unless they contravene some positive rule = of law,=20 or are against public policy.@ =

Lanius v.=20 Fletcher, 100 Tex.=20 550, 555, 101 S.W. 1076, 1078 (1907).  Like the testatrix = described a=20 hundred years ago in Lanius, Mr. Lesikar, as the settlor, = had the=20 right to dispose of his property as he saw fit, and the=20 trustee=3Ds primary=20 duty under the terms of the trust at issue was to carry out the=20 settlor=3Ds lawful=20 intentions.  Here, the settlor=3Ds manifest=20 intent was to transfer the Airport Stock out of the trust.[8]

But=20 Carolyn argues that her father had the right to revoke the Family = Trust=20 only if he did so in writing and in his capacity as settlor, = rather than=20 as trustee.  She contends that until such a writing was = received by a=20 trustee, her father and brother owed her fiduciary duties.  = For the=20 reasons discussed below and in the majority=3Ds=20 discussion of Starcrest Trust v. Berry,[9]=20 I would hold that Mr. Lesikar was not required to provide the = written=20 notice Carolyn suggests.

IV. =20 Requirements for the Sale of the Airport Stock

In her=20 seventh issue, Carolyn contends that the Airport Defendants failed = to=20 differentiate between actions by Mr. Lesikar in his capacity as = Settlor=20 and in his capacity as Trustee.  In her ninth issue, Carolyn = contends=20 that the transfer of the Airport Stock did not meet the = requirements of an=20 amendment or revocation of the Family Trust.  According to = her=20 interpretation of the trusts, Mr. Lesikar could not transfer the = Airport=20 Stock to Woody unless he first removed the Airport Stock from the = trust by=20 writing a notice of the revocation, in his capacity as Settlor, = and=20 delivering the notice to Woody or to himself, in their capacities = as=20 trustees. 

I do not=20 read the trusts to impose such a requirement.  Mr. Lesikar = could=20 combine the removal of the stock from the trust with the transfer = of his=20 stock to Woody, to Woody=3Ds=20 children, or to a trust for either of them.  Simply stated, = Mr.=20 Lesikar (as Settlor) could direct

himself=20 (as trustee) to make the transfer directly on behalf of the = Settlor. =20 See Art. II, ' = 2.1 of=20 Trust (ATrustee=20 may distribute to or apply for the benefit of Settlor=3Ds children=20 . . . such amounts of trust, income and/or principal as Settlor = shall=20 direct in writing.@); see=20 also Tex. Prop. Code = Ann. ' = 113.002=20 (AExcept as=20 provided by Section 113.001, a trustee may exercise any powers in = addition=20 to the powers authorized by this subchapter that are necessary or=20 appropriate to carry out the purposes of the trust.@);=20 id. ' 113.024=20 (AThe=20 powers, duties, and responsibilities under this subtitle do not = exclude=20 other implied powers, duties, or responsibilities that are not=20 inconsistent with this subtitle.@).  I=20 would therefore overrule Carolyn=3Ds first,=20 second, seventh, eighth, and ninth issues.

V. =20 Limitations

In her=20 fifth and sixth issues, Carolyn contends that the Lesikar=20 Defendants=3D = limitations defense fails as a matter of law, or alternatively, = there are=20 material fact issues concerning the Lesikar Defendants=3D = limitations defense.  Because I would affirm the trial=20 court=3Ds order on=20 other grounds, I would not reach these issues.

VI. =20 Conclusion

I agree=20 with the majority=3Ds=20 conclusion that Mr. Lesikar could and did remove the Airport Stock = from=20 the trust corpus without writing and delivering notice to himself; = moreover, I agree with the majority that it would be absurd to = read the=20 trust documents to impose such a requirement.  I further = agree that=20 Carolyn=3Ds=20 complaints regarding the sale of the Airport Stock are without = merit=20 because the evidence manifests Mr. Lesikar=3Ds intent=20 to sell the stock to Woody for $2,000, and Mr. Lesikar had the = right and=20 the unchallenged capacity to do so.  However, I would hold = that this=20 evidence, while important in evaluating

 

 

 

the merits=20 of the arguments, does not undermine Carolyn=3Ds standing=20 under the Texas Trust Code.

 

 

 

 

 

/s/     =20 Eva M. Guzman

Justice

 

 

 

 

Judgment=20 rendered and Majority Opinion and Concurring Opinion filed July = 10,=20 2007.

Panel=20 consists of Justices Anderson, Hudson, and Guzman.  (Hudson, = J.=20 Majority)


[1]  I disagree with the = majority=3Ds conclusion that Carolyn had no = interest in the=20 Airport Stock under the 1990 Family Trust.  Carolyn was a = contingent=20 beneficiary, and the stock would pass to her if Woody died without = living=20 descendants.  Under the terms of the Texas Trust Code, this=20 contingent interest is sufficient to confer standing.  See = Tex. Prop. Code = Ann.=20 '' 111.004(2), (6), (7); In re = Estate of=20 Bivins, No. 07-01-0131-CV, 2002 WL 1478661, *1 (Tex. = App.CAmarillo July 10, 2002, no pet.) (not = designated=20 for publication) (holding that a contingent beneficiary of a trust = has a=20 justiciable interest and standing to prosecute the suit).  = Carolyn=20 also has standing as a remainderman under the 1997 Amended Family=20 Trust.  See Yturri v. Yturri, 504 S.W.2d 809, 812 = (Tex. Civ.=20 App.CSan Antonio 1973, no writ) (holding that = a=20 remainderman as to the corpus of a trust Ais clearly a person >actually interested=3D@ and has standing to maintain suit under = the=20 predecessor to the Texas Trust Code).

[2]  1990 Family Trust, Art. VII, = ' 7.1(h); 1997 Amended Family Trust, = Art. VII,=20 ' 7.1(h).

[3]  Carolyn defines the ALesikar Defendants@ as her brother Woody, individually and = as trustee=20 of the Woodrow V. Lesikar Family Trust, as trustee of the Woody K. = Lesikar=20 Special Trust, and as independent  executor of the Estate of = Woodrow=20 V. Lesikar.

[4]  Amended by Act of May 12, = 2005, 79th=20 Leg., R.S., ch. 148, ' 19, 2005 Tex. Gen. Laws 287, 293, = effective Jan.=20 1, 2006.

[5]  The terms of both trusts include = any=20 amendments to the Texas Trust Code.

[6]  Section 31 of Acts 2005, 79th = Leg., ch. 148=20 provides:

(a)       =20 Except as otherwise provided by a will, the terms of a trust, or = this Act,=20 the changes in law made by this Act apply to:

(1)        a=20 trust existing or created on or after January 1, 2006;

(2)        the=20 estate of a decedent who dies before January 1, 2006, if the = probate or=20 administration of the estate is pending on or after January 1, = 2006;=20 and

(3)        the=20 estate of a decedent who dies on or after January 1,=20 2006.

[7]  AIt is true that the appellants, though = only with a=20 remote and contingent interest, may be allowed to object to a = wasteful or=20 extravagant administration of the trust, or to a disposition of = the=20 property not provided for in the will or allowed by law; but the = fact that=20 their future interest may be affected by a sale of the property or = a=20 change in its form would afford no just ground of complaint, if = such=20 change or sale was authorized by the will, or to accomplish a = purpose=20 either expressly or impliedly provided for by its = terms.@

[8]  The majority states that Mr. = Lesikar wrote=20 to Carolyn explaining his decision.  But Carolyn contests the = authenticity of the September 5, 1997 letter that was purportedly = written=20 by her father, and this dispute was not resolved in the trial = court. =20 In light of this continuing disagreement, I respectfully disagree = with the=20 majority=3Ds characterization of this document as a = letter=20 from Mr. Lesikar; however, the letter is not necessary to the = resolution=20 of the issues presented on appeal.  

[9]  926 S.W.2d 343, 352B53 (Tex. App.CAustin 1996, no=20 writ).

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FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: white; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; BACKGROUND-COLOR: red } .buttonUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #fff5d7; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #576a9d; font-face: Tahoma, Arial, Helvetica, = sans-serif } .buttonTanUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #576a9d; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #fff5d7; font-face: Tahoma, Arial, Helvetica, = sans-serif } .TextLargeBlue { FONT-WEIGHT: bold; FONT-SIZE: 12pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, = sans-serif; TEXT-ALIGN: left } .DocketHeaderTitle { FONT-WEIGHT: bold; FONT-SIZE: 14pt; COLOR: black; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, ' Helvetica', sans-serif; TEXT-ALIGN: center } .TextLargeBlack { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: left } .TextLargeBlackcenter { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: center } .TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } A.TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } .TextRed { FONT-WEIGHT: normal; FONT-SIZE: 12pt; COLOR: red; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } .TextHidenGray { FONT-SIZE: 0pt; COLOR: #ebebe1; LINE-HEIGHT: normal; FONT-FAMILY: = Tahoma, Arial, Helvetica, sans-serif; TEXT-ALIGN: left } .Time { FONT-WEIGHT: bold; FONT-SIZE: 10px; COLOR: red; LINE-HEIGHT: 4em; = FONT-FAMILY: Arial, Helvetica, sans-serif; TEXT-ALIGN: center } ------=_NextPart_000_0054_01C7D781.7BAEBA30--