LAURI F. PARKER, APPELLANT,
v.
STEVEN J. SHULLMAN, APPELLEE
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A trust beneficiary challenged the trustee's self-compensation as CEO of a company owned by the trusts, arguing it should be reviewed under fiduciary trust standards. The court affirmed dismissal, holding that the trust instrument's broad language authorized the trustee to run the company and receive reasonable compensation, which is governed by corporate law standards, not trust administration standards.
The court held that the trust instrument's explicit authorization for the trustee to operate the business and receive reasonable compensation permits the trustee to serve as CEO and receive corporate compensation. Such compensation is governed by corporate law standards, not trust fiduciary standards, and the beneficiary's remedy, if any, is a shareholder derivative suit, not a claim under trust administration standards.
[1] The cardinal rule in construing trust provisions is to give effect to the grantor's intent.
[2] A trust instrument granting broad or unlimited power to a trustee to operate a business authorizes the trustee to elect himself to manage the business and receive compens…
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Join FLexlaw to unlock all legal intelligence“In construing the provisions of a trust, the cardinal rule is to try to give effect to the grantor's intent, if possible.”
Establishes the primary principle guiding trust interpretation in this case
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Join FLexlaw to unlock all legal intelligenceThe trustee had served as the settlor's accountant for 22 years before her death and was named as personal representative of her estate and trustee of…
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FARMER, J.
The beneficiary of two trusts filed a claim against the trustee of the trusts, objecting to the compensation he had paid himself as CEO for running a retail company whose stock was owned in the name of the trusts.1 The trial court dismissed the claim with prejudice. We affirm.
The trustee had acted as the settlor’s accountant for 22 years before her death. The settlor also named the trustee as the personal representative of her estate. Upon her death, the trustee elected himself as president of the company, while his accounting firm was retained by the company as its client.
“In construing the provisions of a trust, the cardinal rule is to try to give effect to the grantor’s intent, if possible.” Vetrick v. Keating, 877 So. 2d 54, 58 (Fla. 4th DCA 2004) (quoting Pounds v. Pounds, 703 So. 2d 487, 488 (Fla. 5th DCA 1997)). Here, the decedent gave very broad, if not unlimited, power to the trustee. The trust instrument specified that the trustee could:
“operate any business, with full power to do anything necessary or appropriate with respect to the business, including, but not limited to, the power to incorporate or liquidate the business or to change the purpose, form, organization of the business, to participate directly in the management of it, or render services to it, and receive reasonable compensation .... ”
In this case, the trust language empowers the trustee to elect anyone, including himself, to run the company. The text of the trust plainly authorizes the trustee’s simultaneous participation in the company and in the management of the trusts. The settlor intended to allow the trustee to run the company or to elect a qualified individual to do so. The settlor authorized the trustee to make that decision to ensure that the company was operated competently for the benefit of the trust, and ultimately the beneficiaries. The beneficiary contends that when the trustee used his fiduciary position to elect himself president and a director of the company, he subjected his corporate compensation to review under the rules governing the administration of trusts. She argues that this corporate compensation is governed by fiduciary standards and not by corporate standards. We do not agree with her that the company has thereby become the alter-ego of the trusts. See Wallace v. Julier, 147 Fla. 420, 3 So. 2d 711, 715 (1941) (holding where the will “directed and approved the creation of an estate corporation as a vehicle to handle the testatrix’ estate and authorized the conversion of property of the estate into that corporation ... [s]uch corporation thereupon became the alter ego of the trustees and as such the propriety of its acts must be determined in the light of the will and must be controlled by the provisions of the will of the decedent”).
The trust powers explicitly gave the trustee the powers to do what he has done. The trustee is entitled to reasonable compensation from the trusts for his services as trustee, and he is also entitled to reasonable compensation from the company for his services as CEO. As a beneficial shareholder of the company, the beneficiary may perhaps seek to hold the CEO accountable by bringing a shareholder’s derivative suit to show that his corporate compensation is unreasonable under principles of corporate law. She may not use the fiduciary standards of trust administration to seek review of such compensation by the court having such powers over the administration of the trust.
Affirmed.
SHAHOOD and TAYLOR, JJ., concur. . Previously, the beneficiary had instituted an action to remove the fiduciary as personal representative of her mother's estate and as trustee, which the trial court denied and this Court affirmed, remanding the issue of Shull-man's attorney's fees. See Parker v. Shullman, 843 So. 2d 960, 960 (Fla. 4th DCA 2003). Later, he petitioned the trial court for his fees and costs, to which the beneficiary filed the pending counterclaims.
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Hilary Kates v. Bayla Lifter, 84 So. 3d 1093 (Fla. 3d DCA 2012)…based on Gettinger. But that case was decided in 1964, when there was a “probate court” in Florida, the County Judges’ Court. While it is understandable in view of the well-known judicial tendency to cling resolutely to the past, Parker v. Shullman, 906 So. 2d 1236 (Fla. 4th DCA 2005), review denied, 915 So. 2d 1196 (Fla.2005), for example, overlooked that, as recently as 1973, the County Judges’ Court was abolished and its jurisdiction transferred to the circuit court. See Art. V, § 20(c)(3), Fla. Const. (Rev…1 / 2
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Lauri F. Parker and Cassie Daniele Parker v. Shullman, 983 So. 2d 643 (Fla. 4th DCA 2008)…the trustee broad powers, including the power to elect anyone to run the company. This court held that the trustee’s simultaneous participation in the company and management of the trusts was authorized by the text of the trusts. Parker v. Shullman, 906 So. 2d 1236, 1237 (Fla. 4th DCA), rev. denied, 915 So. 2d 1196 (Fla.2005). Shullman filed accountings as personal representative and trustee for the years 2001, 2002, and 2003. Lauri filed numerous objections to these accountings based on the actions by Shullm…
Authorities Cited
- Wallace v. Julier, 147 Fla. 420 (Fla. 1941)
- Pounds v. Pounds, 703 So. 2d 487 (Fla. 5th DCA 1997)
- Vetrick v. Keating, 877 So. 2d 54 (Fla. 4th DCA 2004)
- Lauri F. Parker v. Shullman, 843 So. 2d 960 (Fla. 4th DCA 2003)