IN RE ESTATE OF FRANCES L. BARRY, DECEASED. LESLIE N. BARRY, MICHAEL BARRY, AND RONALD BARRY, APPELLANTS,
v.
SANDRA E. BARRY LIEBERMAN, APPELLEE
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The Florida Fourth District Court of Appeal affirmed summary judgment for the beneficiary of an irrevocable inter vivos trust, rejecting heirs' claims that an alleged oral agreement not to sue was a condition of the trust's creation. The court held that the clear, unambiguous trust document barred parol evidence of any prior agreements, and the beneficiary's interest was unconditional.
The court held that the parol evidence rule barred any extrinsic evidence regarding the alleged agreement because the trust document was fully integrated and unambiguous. The trust's express terms made Lieberman's interest unconditional, and the settlor expressly waived all rights to alter, amend, or revoke the trust. Parol evidence cannot be used to show conditions subsequent that would nullify or modify an existing trust agreement.
[1] The parol evidence rule bars claims arising out of prior extrinsic agreements, oral or written, that contradict the terms of a fully integrated document.
[2] Parol evidence is inadmissible to show conditions subsequent that provide for the nullification or modification of an existing contract.
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Join FLexlaw to unlock all legal intelligence“Clearly, the parol evidence rule bars claims arising out of prior extrinsic agreements, oral or written, which the terms of a fully integrated document.”
Establishes the foundational principle that extrinsic evidence cannot be used to contradict or vary the terms of a fully integrated written instrument.
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Join FLexlaw to unlock all legal intelligenceThe settlor established an irrevocable inter vivos trust naming her daughter, Sandra Barry Lieberman, as beneficiary. The heirs claimed an oral agreem…
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STONE, Judge.
We affirm a final summary judgment entered in favor of the beneficiary of an irrevocable inter vivos trust, and reject claims seeking to modify the clear and unambiguous terms of the trust.
The heirs of the settlor brought this action to recover the balance in the trust. The heirs claim that Appellee, the trust’s beneficiary, breached an alleged agreement with her mother, the settlor, not to sue Appellee’s siblings in a corporate shareholder dispute. Appellants claim that the sole reason for the mother settling the trust was to protect Ap-pellee’s interest in the estate as security for payment of sums due Appellee under the shareholder dispute settlement. Appellants charge that Appellee nevertheless instituted suit nine years later — some seven months prior to the settlor’s death. Appellants assert that the alleged agreement not to sue was the consideration for the mother establishing the trust. Because Appellee allegedly breached this agreement not to sue her siblings, Appellants claim a right to undistributed income left in the trust. The only written evidence of the alleged agreement is a letter from Appellants’ attorney to Appellee’s attorney five months prior to the mother establishing the trust. However, neither Ap-pellee nor her mother wrote or signed this letter, or possibly even knew about it.
The settlor established in article II of the trust that:
The Trust created hereby shall be irrevocable and the Grantor expressly waives all rights and powers, whether alone or in conjunction with others, and regardless of when or from what source she may heretofore or hereafter have acquired such rights or powers, to alter, amend, revoke or terminate this Trust or any of the terms of this Trust Agreement in whole or in part.
The trust also provides:
A. The Trustees ... shall pay over to the Grantor, or apply for her benefit, the entire net income in convenient installments, not less often than quarterly.
* * * * # *
C. Upon the death of the Grantor, the entire principal and undistributed income of this Trust shall be distributed outright and free of this Trust to the Grantor’s daughter, SANDRA E. BARRY, and this Trust shall terminate.
The trial court found that the trust was unambiguous and fully integrated. The parol evidence rule thus precluded testimony concerning any alleged prior or contemporaneous agreement not referred to within the four comers of the document that would serve to vary, contradict, add to, subtract from, or alter the terms of the document. There is nothing in the language of the document that can be reasonably constmed as conditional. The court also recognized that the settlor had the legal discretion to leave undistributed income in the trust for the beneficiary.
Clearly, the parol evidence rule bars claims arising out of prior extrinsic agreements, oral or written, which the terms of a fully integrated document. E.g. J.M. Montgomery Roofing Co. v. Fred Howland, Inc., 98 So. 2d 484 (Fla.1957); J.C. Penney Co. v. Koff, 345 So. 2d 732 (Fla. 4th DCA 1977); Burgan v. Pines Co. of Georgia, Ltd., 382 So. 2d 1295, 1296 (Fla. 1st DCA 1980). Admission of such evidence absent an ambiguity is precluded even without reference to the parol evidence rule. Knauer v. Barnett, 360 So. 2d 399 (Fla.1978). Where the terms of an agreement, as here, are unambiguous, its meaning and the intent of the maker are discerned solely from the face of the document, as the language used and its plan meaning controls. Fecteau v. Southeast Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991).
Appellants in the instance case are attempting to nullify or revoke an existing trust agreement because Appellee allegedly breached a condition subsequent, i.e., not to sue her siblings. Parol evidence cannot be introduced to show this alleged breach or failure of a condition subsequent. Although parol evidence is admissible to show conditions precedent, which relate to the existence of a valid contract, such evidence is not admissible to show conditions subsequent, which provide for the nullification or modification of an existing contract. Chappell v. Hasche, 98 So. 2d 808 (Fla. 2d DCA 1957).
We have considered the several exceptions to the rule ráised by Appellants and find each inapposite, as exceptions recognizing the introduction of extrinsic evidence are inapplicable to contradict the express terms chosen by the settlor. See Federal Deposit Ins. Corp. v. Hemmerle, 592 So. 2d 1110 (Fla. 4th DCA 1991); J.M. Montgomery Roofing; Linear Corp. v. Standard Hardware Co., 423 So. 2d 966 (Fla. 1st DCA 1982). The face of the document clearly provides that Appellee’s interest is unconditional and the settlor expressly “waive® all rights and powers ... to alter, amend, revoke or terminate this trust.” Nowhere in the document is there even a hint of obligation on the part of Appellee. We also reject the applicability of law allowing parol evidence to demonstrate the “true consideration” for an agreement. See Schwartz v. Zaconick, 68 So. 2d 173 (Fla.1953); Mallard v. Ewing, 121 Fla. 654, 164 So. 674, 678 (1935). The “true consideration” exception is only applicable to clarify an ambiguous document. Schwartz. Here, as a matter of law, the document is unambiguous. See Schwartz; Gorman v. Kelly, 658 So. 2d 1049 (Fla. 4th DCA 1995). Recognizing a “true consideration” exception to every motive that may prompt one to execute a document would truly be an exception that swallows the rule. See Knabb v. Reconstruction Finance Corp., 144 Fla. 110, 197 So. 707 (1940); Florida Moss Products Co. v. City of Leesburg, 93 Fla. 656, 112 So. 572 (1927); Asphalt Paving, Inc. v. Ulery, 149 So. 2d 370 (Fla. 1st DCA 1963).
Neither is this, as alleged, simply a circumstance of multiple agreements that are bound together as “two aspects of the same transaction,” where neither of the documents contain the full embodiment of an agreement. See Barker v. First Nat. Bank in Plant City, 325 So. 2d 467 (Fla. 2d DCA 1976) (parol evidence is admissible to connect several written instruments and to show that they were all part of one transaction). Here, the trust is patently complete on its face with no essential terms absent. In addition, there must be some expression in the incorporating document of an intention to be bound by a collateral document. Kantner v. Boutin, 624 So. 2d 779, 781 (Fla. 4th DCA 1993).
It is also worth noting that the settlor was not a party to the correspondence between the attorneys which formed the alleged agreement. Furthermore, the trust was recognized by the settlor until her death despite the fact that her daughter sued her siblings more than half a year before her death. Cf. Kantner, Leaseco, Inc. v. Bartlett, 257 So. 2d 629 (Fla. 4th DCA 1971), cert. denied, 262 So. 2d 447 (Fla.1972). We also note an absence of proof of fraud on Appellants’ claim that it is inequitable to permit Appellee to retain the benefits of a fraudulent inducement.
We find no merit in the argument that the settlor lacked the discretion to pass undistributed income through the trust. The document provides that Appellee receives the undistributed income remaining in the trust. Knaur. Therefore, the judgment is affirmed.
WARNER and STEVENSON, JJ., concur.
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Burns v. Barfield, 732 So. 2d 1202 (Fla. 4th DCA 1999)…f the parties’ intent and its plain meaning controls. Contracts are to be construed in accordance with the plain meaning of the words contained therein. See Fecteau v. Southeast Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991); In Re Estate of Barry, 689 So. 2d 1186 (Fla. 4th DCA 1997). As this court stated in Sugar Cane Growers Coop. of Florida, Inc. v. Pinnock, 24 Fla. L. Weekly D1214, D1216, — So. 2d -,-, 1999 WL 814498 (Fla. 4th DCA May 19, 1999): Construction of a contract is a matter of law, so an appel…
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Nelson v. Nelson, 206 So. 3d 818 (Fla. 2d DCA 2016)…4th DCA 2012) (“[Wjhere the terms of an agreement ... are unambiguous, its meaning and the intent of the maker are discerned solely from the face of the document, as the language used and its [plain] meaning controls.” (citing In re Estate of Barry, 689 So. 2d 1186, 1187-88 (Fla. 4th DCA 1997))). Section 736.0602(1), Florida Statutes (2015), provides that a settlor may “revoke or amend” a trust unless “the terms of [the] trust expressly provide that the trust is irrevocable.” Tracking the language of section…
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Copeland D. Newbern v. Am. Plasticraft, Inc., 721 So. 2d 351 (Fla. 2d DCA 1998)…3), to link the two agreements. However, we conclude that this case is distinguishable from Northwestern Bank, because in this case the agreements involve different parties. Carollo was not a party to the purchase agreement. See In re: [*353] Barry, 689 So. 2d 1186, 1188 (Fla. 4th DCA 1997). Additionally, by linking the profits agreement to the purchase agreement, the trial court materially changed the consideration of the purchase agreement. See Titusville Assoc., Ltd. v. Barnett Banks Trust Co., 591 So. 2d 6…
Previewing 3 of 9 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited (19 total)
- Mallard v. Ewing, 121 Fla. 654 (Fla. 1935)
- Fla. Moss Prods. Co. v. City of Leesburg, 93 Fla. 656 (Fla. 1927)
- Knabb v. Reconstr. Fin. Corp., 144 Fla. 110 (Fla. 1940)
- J. M. Montgomery Roofing Co., Inc. v. Fred Howland, Inc., 98 So. 2d 484 (Fla. 1957)
- Schwartz v. Zaconick, 68 So. 2d 173 (Fla. 1953)
- J. C. Penney Co., Inc. v. Koff, 345 So. 2d 732 (Fla. 4th DCA 1977)
- Fecteau v. Se. Bank, N.A., 585 So. 2d 1005 (Fla. 4th DCA 1991)
- Knauer v. Barnett, 360 So. 2d 399 (Fla. 1978)
- Linear Corp. & S of L Elecs., Inc. v. Standard Hardware Co., 423 So. 2d 966 (Fla. 1st DCA 1982)
- City OF Daytona Beach v. Baker, 98 So. 2d 804 (Fla. 1st DCA 1957)