Tita v. Tita

In 2017, John Tita executed his will. In the will, John made a specific devise of his interest in a Utah limited-liability company (the company) to two of his children (plaintiffs) and nominated the children as co-personal representatives. The will left John’s wife, Eva Tita (defendant), the residuary estate. Eva separately owned an interest in the company. The company was governed by an operating agreement that contained provisions covering the event of a member’s death or incapacity. Under section 8.4 of the agreement, a member’s death would trigger the transfer of the member’s interest to a successor in interest, including an “estate, bankruptcy trustee, or otherwise,” unless the company exercised its rights under section 8.5. Under section 8.5, entitled “Death Buy Out,” the company had the option to purchase a deceased member’s interest, “by providing written notice to the estate” of the deceased member within 180 days of the member’s death. After John died, Eva and another owner caused the company to exercise the death-buyout option and thereby acquire John’s interest. In Florida, the children petitioned for administration of John’s estate. Eva opposed the petition and filed a motion for relief, claiming that because the company had exercised its option to buy John’s interest, his specific devise to the children had failed. According to Eva, the proceeds from the sale of John’s interest became part of the residuary estate. The trial court ruled in favor of the children, reasoning that John’s interest became part of his estate at the time of death and the proceeds from the sale passed to the children as a specific devise. Eva appealed.