VIOLETTA GRASSFIELD, INDIVIDUALLY AND AS SUCCESSOR TRUSTEE

v.

PAUL GRASSFIELD

DISTRICT COURT OF APPEAL OF FLORIDA

SECOND DISTRICT

VIOLETTA GRASSFIELD, individually and as successor trustee of the Bruce A. Grassfield 2003 Revocable Trust, as restated and amended as of May 7, 2019,

Appellant,

v.

PAUL GRASSFIELD, individually and as trustee of the Amendment and Restatement of Trust of Bruce A. Grassfield 2003 Revocable Trust dated December 14, 2014, and amended on September², 2016,

Appellee.

No. 2D22-600

December 13, 2023

Appeal from the Circuit Court for Manatee County; Diana L. Moreland, Judge.

David A. Wallace of Bentley Goodrich Kison, P.A., Sarasota; and Mark A. Schwartz and Bonnie Lee A. Polk of Williams Parker Harrison Dietz & Getzen, Sarasota, for Appellant.

Kimberly A. Bald and Aaron B. Crittenden of Harllee & Bald, P.A., Bradenton, for Appellee.

LABRIT, Judge.

The history of this case is long and winding, but the road leads to a

straightforward question: Does compliance with some—but not all—

requirements of a settlor's stated method to amend his trust constitute

"substantial compliance" under section 736.0602(3)(a), Florida Statutes

(2018)? On this record, we answer the question in the negative. And we

affirm the final judgment invalidating certain trust amendments because

they did not substantially comply with the method set forth in the trust.

I.

In 2003, Bruce Grassfield created a revocable trust and selected

two trustees to manage it—himself and his financial advisor. They

remained the trustees until 2016 when Bruce amended the trust by

naming himself and his son Paul Grassfield as trustees and by removing

the financial advisor as a trustee. The 2016 amendment also adopted

and left untouched a provision of the trust that reserved Bruce's power

as the donor to revoke or amend the trust as follows:

The Donor reserves the power, at any time, or from time to time, to alter, amend, restate, terminate or revoke, in whole or in part, the terms and provisions of this Trust, and the Trust hereby created, by an instrument, in writing, signed by the Donor, acknowledged before a Notary Public, and delivered to the Trustee during the Donor's lifetime.

Neither party challenges the validity of this provision, Paul's appointment

as cotrustee, or any other part of the 2016 amendment. But things took

a turn after this amendment, which led to years of contentious litigation

that ultimately brought the parties to this court.

In August 2018, Bruce executed a "Restatement of the Bruce A.

Grassfield 2003 Revocable Trust." The 2018 restatement purported to

remove Paul as cotrustee, leaving Bruce as the sole trustee. It also

purported to make Violetta Lashauri-Wofsey—whom the trust identified

as "the Grantor's friend"—the primary beneficiary of the trust.¹ Bruce

then married Violetta in October 2018, and she became Violetta

Grassfield. Next, in January and May 2019, Bruce executed two more

trust documents—a "First Amendment to the Restatement of the Bruce

A. Grassfield 2003 Revocable Trust" and a "Second Amendment to the

Restatement of the Bruce A. Grassfield 2003 Revocable Trust." The first

amendment purported to transfer additional assets to Violetta upon

Bruce's death, and the second amendment purported to name Violetta a

successor trustee after Bruce. The second amendment also changed how

the trust assets would be handled upon Bruce's death; they were to pour

back into his estate and be distributed pursuant to a last will and

testament that Bruce also created in May 2019, in which he named

Violetta the sole beneficiary of his estate.

Bruce passed away in August 2019 at the age of ninety-two.

Violetta filed a probate action, which Paul opposed. Paul also filed a

separate civil action seeking to invalidate the 2018 restatement and 2019

amendments to the trust. Paul alleged that he was a trustee when Bruce

attempted to amend the trust through these instruments, that the trust

required delivery of such instruments to the trustee, and that no delivery

to Paul was made or even attempted during Bruce's lifetime. Violetta did

not dispute these facts. But she argued that section 736.0602(3)(a) only

requires "substantial compliance" with a trust's amendment method and

that the 2018 restatement and 2019 amendments substantially complied

despite the lack of delivery to Paul.

Paul moved for summary judgment on this issue and the trial court

ruled in his favor. It entered a final judgment finding the 2018

restatement and 2019 amendments to the trust invalid, thereby

establishing the 2016 version of Bruce's trust as the valid and

enforceable trust instrument. This is Violetta's appeal. We review the

trial court's grant of summary judgment de novo, Fitness Int'l, LLC v. 93

FLRPT, LLC, 361 So. 3d 914, 918 (Fla. 2d DCA 2023), and we apply the

same standard to the trial court's interpretation of the trust and section

736.0602(3)(a), Giller v. Grossman, 327 So. 3d 391, 393 (Fla. 3d DCA

2021).

II.

Section 736.0602(3)(a) of the Florida Trust Code² provides that a

"settlor may revoke or amend a revocable trust . . . [b]y substantial

compliance with a method provided in the terms of the trust." The code

does not define "substantial compliance," nor has any appellate court

defined it since the legislature adopted section 736.0602 in 2007. Cf. §

736.0103 (defining other terms used in the Florida Trust Code); Bernal v.

Marin, 196 So. 3d 432, 435 (Fla. 3d DCA 2016) (stating in dicta that a

"settlor need only substantially comply with the method provided in the

terms of the trust" under section 736.0602(3)(a)).

Nonetheless, we have several tools to determine whether Bruce

substantially complied with the amendment method he prescribed in his

trust. First, we look to the language of the trust itself. "The polestar of

trust interpretation is the settlor's intent," and "if the language in the

trust is unambiguous, the settlor's intent as expressed therein controls."

Vigliani v. Bank of Am., N.A., 189 So. 3d 214, 219 (Fla. 2d DCA 2016)

(cleaned up). We likewise construe the trust instrument as a whole and

don't confine our review to isolated words or phrases. Id.

The Uniform Trust Code (UTC) also provides guidance. In

discussing a section of the UTC that largely mirrors the language of

section 736.0602(3)(a), the UTC explains:

Under subsection (c) [of UTC section 602], the settlor may revoke or amend a revocable trust by substantial compliance with the method specified in the terms of the trust . . . . Only if the method specified in the terms of the trust is made exclusive is use of other methods prohibited. Even then, a failure to comply with a technical requirement, such as required notarization, may be excused as long as compliance with the method specified in the terms of the trust is otherwise substantial.

While revocation of a trust will ordinarily continue to be accomplished by signing and delivering a written document to the trustee, other methods, such as a physical act or an oral statement coupled with withdrawal of the property, might also demonstrate the necessary intent. These less formal methods, because they provide less reliable indicia of intent, will often be insufficient, however. The method specified in the terms of the trust is a reliable safe harbor and should be followed whenever possible.

Unif. Tr. Code § 602 cmt. (Nat'l Conf. of Comm'rs on Unif. State L. 2003).

This comment suggests that substantial compliance may exist where a

"technical" aspect of the settlor's method is skipped. But it also

emphasizes that the settlor's prescribed method "should be followed

whenever possible," and it suggests that signing and delivering a written

instrument to the trustee is an ordinary and reliable method to amend or

revoke a trust.

Here, the method that Bruce prescribed plainly required these

things. More specifically, Bruce reserved the power to amend or revoke

the trust "by an instrument, in writing, signed by [Bruce], acknowledged

before a Notary Public, and delivered to the Trustee during [Bruce's]

lifetime." The parties don't dispute that the 2018 restatement and 2019

amendments satisfied the first three requirements; they were written

instruments that Bruce signed and a notary acknowledged. But there

also is no dispute that the remaining requirements—delivery to "the

Trustee" during Bruce's lifetime—required delivery to both trustees³ and

that the 2018 and 2019 instruments were not delivered to Paul during

Bruce's lifetime.

Violetta argues that there was "substantial compliance" because

delivery to Paul as trustee was a "non-essential" requirement. We

disagree based on the plain terms of the trust. The trust provided that

"[t]here shall always be at least two Trustees," and it required a

"unanimous act" of two trustees for "all decisions, actions and discretion"

they made or exercised under the trust. Clearly Bruce regarded having

two trustees as indispensable, and nothing could be accomplished

without the involvement of both. And while the trust also reserved

Bruce's right to remove a trustee, he could do so only "by notifying such

Trustee . . . by written instrument signed and acknowledged by the

Donor." Paul was never provided written notice of his purported removal

as trustee, nor was there ever an attempt to deliver the 2018 and 2019

instruments to him.⁴

Paul testified that he had no knowledge of the challenged amendments; that he continued to have access to the online portal for the trust account despite the amendments; that he accessed the portal every few months to view the account portfolio and performance records; but that he "usually wouldn't look at the statements" when viewing the online account. In response, Violetta presented bank statements that identified Bruce—and not Bruce and Paul—as the trustee, along with her

Even more, Bruce expressed his method for amendment in the

conjunctive. His method required a written, signed, notarized

instrument "and" delivery to the trustee during Bruce's lifetime. We

must give effect to this term in determining Bruce's intent, and it shows

that delivery to the trustee was not optional. See Summitbridge Credit

Invs. III, LLC v. Carlyle Beach, LLC, 218 So. 3d 486, 489 (Fla. 4th DCA

2017) (explaining that construing a contract as a whole "includes giving

effect to conjunctions used in phrases"); Buie v. Bluebird Landing

Owner's Ass'n, 172 So. 3d 519, 521 (Fla. 1st DCA 2015) (" 'And' is

conjunctive and means that both conditions apply."); see also

DecisionHR, Inc. v. Mills, 341 So. 3d 448, 457 (Fla. 2d DCA 2022)

(holding that a rule written in the conjunctive requires that all stated

factors be satisfied); Antonin Scalia & Bryan A. Garner, Reading Law:

The Interpretation of Legal Texts 116 (2012) (discussing

conjunctive/disjunctive canon).

We acknowledge that section 736.0602(3)(a) requires "substantial"

(not "strict") compliance with the method a settlor prescribes for

speculation that Paul could have seen these statements when viewing the online account and could have surmised from them that Bruce had amended the trust. This speculation—which Paul's testimony directly refuted—was legally insufficient to create a genuine dispute as to whether Paul had reason to know of the purported trust amendments. See In re Amends. to Fla. R. Civ. P. 1.510, 309 So. 3d 192, 193 (Fla. 2020) ("[W]hen opposing parties tell two different stories, one of which is blatantly contradicted by the record, so that no reasonable jury could believe it, a court should not adopt that version of the facts for purposes of ruling on a motion for summary judgment." (quoting Scott v. Harris, 550 U.S. 372, 380 (2007))); Carter v. Blue House Painting & Remodeling, LLC, 367 So. 3d 618, 620 (Fla. 2d DCA 2023) ("[A] party opposing summary judgment 'must do more than simply show that there is some metaphysical doubt as to the material facts.' " (quoting Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986))).

amendment of her or his trust. But given the emphasis Bruce's trust

instrument placed on having two trustees, we conclude that delivery to

only one of them did not substantially comply with the method Bruce

prescribed for amendment of his trust.

A trustee, unlike a notary, is not an outside observer whose

involvement in amending or revoking a trust could be viewed as merely

technical. The trustees here had certain rights and responsibilities, had

to act by unanimous consent, and any instrument purporting to alter or

revoke the trust had to be delivered to both of them during Bruce's

lifetime. Because delivery of the purported amendatory instruments to

Paul was never made or even attempted, substantial compliance with the

method Bruce prescribed is lacking.⁵ See Restatement (Third) of Trusts §

63 cmt. i (Am. Law Inst. 2003) (discussing substantial compliance and

explaining that "if a settlor reserves the power to revoke the trust 'only by

a notice in writing delivered to the trustee,' revocation requires the

delivery of such a notice to the trustee[, but] [i]t is sufficient delivery . . .

if the notice is mailed to the trustee by the settlor even though it is not

received by the trustee until after the settlor's death").

We therefore affirm the final judgment invaliding the 2018

restatement and 2019 amendments to the trust. We have carefully

reviewed all of Violetta's other arguments and find them insufficient to

support reversal, so we affirm on all remaining issues without comment.

Affirmed.

LaROSE and ATKINSON, JJ., Concur.

Opinion subject to revision prior to official publication.