Brundage v. Bank of America

Dorothy Gutsgell, decedent, executed a revocable living trust in 1992 for which she was both trustee and lifetime beneficiary. Dorothy’s niece, Lucy Brundage (defendant), was the remainder beneficiary. The trust also specifically devised a total of 27,000 shares of American Home Products (AHP) stock to Dorothy’s other relatives (the Brundages) (plaintiffs). In 1995, the AHP stock split and Dorothy amended the trust to double the Brundages’ specific bequests to 54,000 total shares. In 1998, the AHP stock split again but Dorothy did not amend the trust. Dorothy subsequently resigned as trustee, and Lucy and Bank of America (co-trustees) (defendants) took over as successor co-trustees. In 2001, with Dorothy’s consent and at her direction, the co-trustees transferred the trust’s assets to a newly created family partnership to minimize estate taxes, leaving only 54,000 shares of AHP in the trust. The trust owned 99.5 percent of the new partnership. After Dorothy’s death, the co-trustees distributed the 54,000 shares to the Brundages. The Brundages sued, arguing (1) they were entitled to the additional 54,000 shares generated by the 1998 stock split, (2) the co-trustees had breached their fiduciary duty by engaging in self-dealing because Lucy was the remainder beneficiary of the trust, and (3) Dorothy lacked capacity to consent to the stock transfer. The trial court held that the Brundages were not entitled to the additional 54,000 shares and that the co-trustees had not breached their fiduciary duty. The trial court refused to hear evidence regarding Dorothy’s alleged incompetence. The Brundages appealed.