In re William R. Zutavern Revocable Trust , 309 Neb. 542 ( 2021 )


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    06/25/2021 08:08 AM CDT
    - 542 -
    Nebraska Supreme Court Advance Sheets
    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    In re William R. Zutavern Revocable Trust.
    Shawn W. Zutavern and Russell C. Zutavern,
    appellants, v. Meredith A. Zutavern,
    individually and as Trustee of the
    William R. Zutavern Family
    Trust, et al., appellees.
    ___ N.W.2d ___
    Filed June 25, 2021.    No. S-20-455.
    1. Trusts: Equity: Appeal and Error. Trust administration matters are
    reviewed for error appearing on the record, absent an equity question.
    2. Judgments: Appeal and Error. When reviewing a judgment for errors
    appearing on the record, the inquiry is whether the decision conforms
    to the law, is supported by competent evidence, and is neither arbitrary,
    capricious, nor unreasonable.
    3. Motions to Dismiss: Appeal and Error. A district court’s grant of a
    motion to dismiss is reviewed de novo.
    4. Motions to Dismiss: Pleadings: Appeal and Error. When reviewing an
    order dismissing a complaint, the appellate court accepts as true all facts
    which are well pled and the proper and reasonable inferences of law and
    fact which may be drawn therefrom, but not the plaintiff’s conclusion.
    5. Wills: Trusts. The interpretation of the words in a will or a trust pre­
    sents a question of law.
    6. Judgments: Appeal and Error. In instances when an appellate court is
    required to review cases for error appearing on the record, questions of
    law are nonetheless reviewed de novo on the record.
    7. Standing: Words and Phrases. Standing involves a real interest in the
    cause of action, meaning some legal or equitable right, title, or interest
    in the subject matter of the controversy.
    8. Trial: Standing. Generally, standing in a trustee removal proceeding is
    governed by 
    Neb. Rev. Stat. § 30-3862
    (a) (Reissue 2016).
    9. Trusts. Beneficiaries need not be named in the terms of the trust, but
    may be designated by class terminology or by description.
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    Nebraska Supreme Court Advance Sheets
    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
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    309 Neb. 542
    10. Motions to Dismiss: Pleadings. To prevail against a motion to dismiss
    for failure to state a claim, a plaintiff must allege sufficient facts to state
    a claim to relief that is plausible on its face.
    11. Dismissal and Nonsuit: Pleadings: Appeal and Error. When analyz-
    ing a lower court’s dismissal of a complaint for failure to state a claim,
    an appellate court accepts the complaint’s factual allegations as true and
    construes them in the light most favorable to the plaintiff.
    12. Trusts: Property. A trust creates a fiduciary relationship in which one
    person holds a property interest subject to an equitable obligation to
    keep or use that interest for the benefit of another.
    13. Trusts. The Nebraska Uniform Trust Code states that trustees owe the
    beneficiaries of a trust duties that include loyalty, impartiality, prudent
    administration, protection of trust property, proper recordkeeping, and
    informing and reporting.
    14. ____. All actions of the trustee must be in the interest of the benefici­
    aries and no one else.
    15. Statutes: Appeal and Error. Statutory interpretation presents a ques-
    tion of law which an appellate court reviews independently of the
    lower court.
    16. Statutes: Legislature: Intent. The fundamental objective of statutory
    interpretation is to ascertain and carry out the Legislature’s intent.
    17. Statutes: Appeal and Error. When construing a statute, an appellate
    court looks to the statute’s purpose and gives to the statute a reasonable
    construction that best achieves that purpose, rather than a construction
    that would defeat it.
    18. Statutes: Legislature: Intent. Components of a series or collection of
    statutes pertaining to a certain subject matter are in pari materia and
    should be conjunctively considered and construed to determine the
    intent of the Legislature, so that different provisions are consistent, har-
    monious, and sensible.
    19. Statutes. A court must give effect to all parts of a statute, and if it can
    be avoided, no word, clause, or sentence will be rejected as superfluous
    or meaningless.
    20. ____. When interpreting a statute, well-established principles of statu-
    tory interpretation require a court to take account of context and of other
    statutes pertaining to the same subject.
    21. Statutes: Words and Phrases. Under the associated words canon of
    statutory interpretation, if two or more words are grouped together in a
    statute, the meaning of a particular word may be determined by refer-
    ence to the meaning of associated words and phrases.
    22. Trusts. A trustee may exercise powers conferred by the Nebraska
    Uniform Trust Code, except as limited by the terms of the trust.
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    Nebraska Supreme Court Advance Sheets
    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    23. Contracts: Appeal and Error. Whether a document is ambiguous
    is a question of law, and an appellate court considering such a ques-
    tion is obligated to reach a conclusion independent of the trial court’s
    decision.
    24. Parol Evidence: Contracts. Unless a document is ambiguous, parol
    evidence cannot be used to vary its terms.
    Appeal from the District Court for Lancaster County:
    John A. Colborn, Judge. Reversed and remanded for further
    proceedings.
    John V. Matson, James A. Tews, Brian J. Koenig, and Quinn
    R. Eaton, of Koley Jessen, P.C., L.L.O., for appellants.
    Daniel J. Guinan, Robert W. Futhey, and Ryan M. Ricke, of
    Fraser Stryker, P.C., L.L.O., for appellees.
    Heavican, C.J., Cassel, Stacy, Funke, Papik, and
    Freudenberg, JJ.
    Funke, J.
    Shawn W. Zutavern and his son, Russell C. Zutavern, peti-
    tioned the district court for Lancaster County for removal
    of the trustee of a trust created by Shawn’s father, William
    R. Zutavern. Shawn and Russell then moved to enjoin the
    trustee’s potential sale of the family ranch. The court found
    that Shawn and Russell were not beneficiaries and were owed
    no duties by the trustee, dismissing the petition and motion
    for injunction.
    Shawn and Russell appeal. We conclude that Shawn and
    Russell are beneficiaries and that the court erred by dismissing
    their petition. The cause is remanded for further proceedings
    consistent with this opinion.
    BACKGROUND
    Zutavern Family
    William died on November 26, 2011. Meredith A. Zutavern
    is William’s surviving spouse, and together William and
    Meredith had four children, all still living: Shawn, Shayne T.
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    Zutavern, Kelly R. Leonard (Kelly), and Maria D. Zutavern.
    William and Meredith lived on a ranch near Dunning, Blaine
    County, Nebraska, and maintained significant real estate
    holdings.
    On February 29, 1988, William, Meredith, Shawn, and
    Shayne incorporated Wm. Zutavern Cattle Co. (WZCC), a
    Nebraska corporation. WZCC managed a ranch of approxi-
    mately 22,000 acres in Blaine and Custer Counties. William
    owned approximately 38 percent of the corporate stock.
    Meredith owns 30 percent, Shawn owns 18 percent, and Shayne
    owns 14 percent.
    William’s Trust and Family Trust
    On January 31, 2008, William, as the settlor and trustee,
    and Meredith, as substitute trustee, executed a trust agreement
    to establish the William R. Zutavern Revocable Trust (Trust).
    The Trust included a provision setting forth William’s family
    information, stating that he and Meredith had four children—
    Shawn, Shayne, Kelly, Maria—“and several grandchildren.”
    William transferred his corporate stock to himself as trustee
    to create the Trust estate, which was “to be held, managed,
    controlled, invested and re-invested, the income therefrom
    to be controlled, and . . . to be administered, distributed and
    disposed of as provided herein.” William held the power
    to dispose of Trust income and principal. In the absence of
    direction, he would receive Trust income at least quarterly.
    William reserved the right to modify or terminate the Trust
    during his life by delivery of written notice to the trustee
    or substitute trustee. The Trust indicated that it “may not be
    changed orally.” Meredith would serve as substitute trustee
    upon William’s death or incapacitation, Shawn would serve as
    substitute trustee upon Meredith’s death or incapacitation, and
    Shayne would serve as substitute trustee upon Shawn’s death
    or incapacitation.
    The Trust states that the general powers, duties, and restric-
    tions upon the trustee or substitute trustee include all powers
    pursuant to the Nebraska Uniform Trust Code (NUTC), see
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    Neb. Rev. Stat. §§ 30-3801
     to 30-38,110 (Reissue 2016 &
    Cum. Supp. 2020), which are not in conflict with any Trust
    provisions. The trustee or substitute trustee shall have the
    power to invest and reinvest any Trust property, including
    stocks, “in such manner as will be in the best interests of the
    Trust beneficiaries, giving due consideration to the preserva-
    tion of principal and the amount and regularity of the income
    to be derived therefrom.” The trustee or substitute trustee shall
    keep “books of account,” showing all transactions relating to
    the Trust estate. The substitute trustee is required to furnish
    annually to each beneficiary statements of receipts and dis-
    bursements and a schedule of all Trust assets and liabilities.
    Any beneficiary may at reasonable times inspect Trust records.
    All powers and obligations granted or imposed by the Trust
    are legally binding upon the parties to the trust agreement, and
    upon their “successors, executors, administrators, assignees
    and Trustees, as the case may be.”
    The Trust instructs that upon William’s death, the substitute
    trustee shall pay William’s debts and expenses. Thereafter,
    regarding the residuary, the substitute trustee “is directed to
    divide the Trust assets into two parts.” The first part, consisting
    of an amount equal to the largest amount which could pass free
    of federal estate taxes, was to be distributed to the William R.
    Zutavern Family Trust (Family Trust). The second part, con-
    sisting of the rest, residue, and remainder, was to be transferred
    to Meredith “as hers absolutely and without restriction.”
    The Family Trust was to “remain in trust and adminis-
    tered and disposed of in accordance with” the provisions of
    the Family Trust. The Family Trust provides that if Meredith
    survives William, the trustee shall pay Meredith the Trust
    income for her life. Then, upon Meredith’s death, the trustee
    shall distribute all of the shares of WZCC stock that are held
    in trust “to those of my children and/or grandchildren who are
    [then] actively involved in the operation and management of
    [WZCC].” Any other assets of the Family Trust shall be dis-
    tributed to Kelly and Maria.
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    Nebraska Supreme Court Advance Sheets
    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    Shawn and Russell’s Petition Allegations
    On November 18, 2019, Shawn and Russell filed a verified
    petition in the district court for Lancaster County for removal
    of the trustee, appointment of a successor trustee and special
    fiduciary, an accounting, and a surcharge against the trustee.
    Portions of the Trust were attached to the petition. The back-
    ground section of the petition included the following relevant
    factual allegations: Shawn and Russell alleged that they are
    beneficiaries under the Family Trust, because they qualified as
    “‘[William’s] children and/or grandchildren who are [, at the
    time of Meredith’s death,] actively involved in the management
    or operation of [WZCC].’” (Emphasis omitted.) Shawn alleged
    that he worked full time on the ranch from 1980 until his
    wrongful termination in the fall of 2017. Russell alleged that he
    was employed by the ranch but was recently fired.
    Shawn and Russell alleged that the Trust grants the trustee
    no discretion in distributing the principal of the Family Trust
    and that no one holds a power of appointment with respect
    to the Family Trust. They alleged that in 2015 and 2016,
    Meredith sold approximately one quarter of the ranch, referred
    to as the “Flying A/Forester Property.” They alleged that the
    sale proceeds were used to pay a company debt and that the
    remaining funds were distributed to the WCZZ shareholders,
    which included Meredith as the trustee of the Family Trust.
    Shawn alleged that Meredith refused his numerous requests
    for an accounting of Family Trust assets which consist of the
    sale proceeds.
    Shawn and Russell alleged that from the time of William’s
    death in 2011 until the summer of 2017, Shawn, Shayne, and
    Meredith served as directors of WZCC, with Shawn as presi-
    dent, Shayne as vice president, and Meredith as ­secretary
    and treasurer. They alleged that at an annual stock­holders
    meeting on June 21, 2017, Meredith and Shayne removed
    Shawn as president and appointed Meredith as president, sec-
    retary, and treasurer. Shawn alleged that he has stopped receiv-
    ing WZCC financial reports. Shawn alleged that Meredith
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    Nebraska Supreme Court Advance Sheets
    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    began making false accusations against him for the sole pur-
    pose of removing him as a beneficiary of the Family Trust.
    Shawn and Russell alleged that Meredith plans to sell the ranch
    and equally split the proceeds among her children, regardless
    of ownership. Shawn alleged that Meredith has improperly
    handled the Family Trust and fears that she will “attempt
    an illegal, oppressive and improper sale of the Ranch in the
    near-term.”
    In their first claim for relief, Shawn and Russell asserted
    that Meredith has breached fiduciary duties in her capacity as
    trustee of the Family Trust. They asserted that Meredith intends
    to sell the ranch and will do so by exercising her shareholder
    votes as trustee of the Family Trust, in combination with her
    personal shareholder votes. Shawn and Russell asserted that
    such a sale would violate the Trust and constitute a breach of
    the trustee’s duties and that they “intend to seek injunctive relief
    against the trustee.” Shawn and Russell alleged that Meredith
    breached her fiduciary duties as trustee of the Family Trust
    in the following ways: failing to administer the Family Trust
    in good faith; failing to properly report and account Family
    Trust assets to Shawn and Russell, in violation of § 30-3878;
    voting WZCC stock in a manner contrary to the best interests
    of Shawn and Russell, in violation of § 30-3867(f ); breaching
    her duty of impartiality among beneficiaries, in violation of
    § 30-3868; failing to administer the Family Trust as a prudent
    person by engaging in self-dealing and failing to exercise rea-
    sonable care, skill, and caution, in violation of § 30-3869; and
    failing to keep adequate records of the administration of the
    Family Trust, in violation of § 30-3875. Shawn and Russell
    alleged that as a direct and proximate result of Meredith’s
    breach of fiduciary duties, they have suffered immediate and
    irreparable harm and have incurred money damages. Shawn
    and Russell requested relief in the form of a declaration that
    Meredith has breached her duties as trustee; injunctive relief
    preventing further breaches; and an award of damages, costs,
    attorney fees, and other just relief.
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    309 Nebraska Reports
    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    For their second claim for relief, Shawn and Russell asserted
    that Meredith should be removed as trustee and that a succes-
    sor trustee and special fiduciary should be appointed under
    § 30-3862 to take possession of the Family Trust until the
    case is resolved. Shawn and Russell reasserted their previous
    allegations, and they alleged that their hostile relationship with
    Meredith has interfered with her performance as trustee.
    For their third claim for relief, Shawn and Russell requested
    an accounting and inventory, which they alleged that Meredith
    had failed to provide, contrary to § 30-3878 and the terms
    of the Family Trust. They requested relief in the form of an
    accounting of the Family Trust since William’s death and an
    inventory of all assets owned by the Family Trust at the time
    of William’s death.
    For their fourth claim for relief, Shawn and Russell asserted
    that Meredith should be surcharged for any improper exercise
    of power or moneys converted.
    Shawn and Russell’s Motion
    for Temporary Injunction
    Three days later, on November 21, 2019, Shawn and Russell
    moved for a temporary injunction. The motion was simultane-
    ously filed in three separate actions, each of which were filed
    in district court on the same date, which include (1) the instant
    trust action, (2) a derivative action filed against WZCC by
    Shawn, and (3) a breach of contract action filed by Shawn and
    Russell against WZCC; Meredith, as trustee and as a corporate
    officer and director; and Shayne, Kelly, and Maria, individ­
    ually and as a corporate director, respectively. The latter two
    cases remain pending and awaiting trial. The motion requested
    the court to enjoin Meredith, in her capacity as trustee of the
    Family Trust and in her capacity as an officer and director of
    WZCC, from selling or attempting to sell the ranch during the
    pendency of the litigation.
    On December 23, 2019, Meredith, individually and as
    trustee of the Family Trust; Shayne; Kelly; and Maria moved
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    to dismiss the petition. They alleged that Shawn and Russell
    lacked standing because they are not beneficiaries; that the peti-
    tion failed to allege sufficient facts to establish that Meredith,
    as trustee, owed fiduciary duties to Shawn and Russell; and
    that the petition failed to state a plausible claim for relief. The
    court held a hearing on the motion to dismiss and motion for
    temporary injunction.
    District Court’s Order
    On May 29, 2020, the court issued an order dismissing
    the petition and motion for temporary injunction, finding that
    Shawn and Russell lacked standing because they are not ben-
    eficiaries under the Family Trust. The court found that neither
    Shawn nor Russell are named as beneficiaries under the Family
    Trust and that the only way they could qualify as beneficiaries
    would be if they were “actively involved in the management
    or operation of [WZCC] at the time of Meredith’s death.” The
    court found that because Shawn and Russell were terminated
    from employment in 2017, they did not qualify as benefici­
    aries. As an alternative holding, the court found that even if
    Shawn and Russell were beneficiaries, Meredith would owe
    them no duties as trustee of the Family Trust. The court cited
    to § 30-3855(d), which provides:
    While the trust is irrevocable and during the period the
    interest of any beneficiary not having a present interest
    may be terminated by the exercise of a power of appoint-
    ment or other power, the duties of the trustee are owed
    exclusively to the holder of the power to the extent of the
    property subject to the power.
    (Emphasis supplied.)
    The court then cited to provisions of the Nebraska Model
    Business Corporation Act (NMBCA), see 
    Neb. Rev. Stat. §§ 21-201
     through 21-2,232 (Cum. Supp. 2020). The court
    stated, “Under Nebraska law, a corporation has the power to
    determine who is involved in the management and operation of
    the corporation. See 
    Neb. Rev. Stat. §§ 21-227
    ; 21-284.” The
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    court further stated, “Thus, pursuant to § 30-3855, Meredith,
    as Trustee of the Family Trust, owes her duties exclusively
    to [WZCC], not to Shawn or Russell.” The court indicated
    this conclusion is supported by Manon v. Orr, 1 wherein the
    Nebraska Supreme Court held that contingent beneficiaries of a
    revocable trust lacked standing because they had only a “mere
    expectancy” with “no real interest in the cause of action or a
    legal or equitable right, title, or interest in the subject matter
    of the controversy.” The district court found that any inter-
    est Shawn and Russell have in the Family Trust is a “‘mere
    expect­ancy’” insufficient to confer standing.
    Further, the court rejected Shawn and Russell’s argument
    that the Family Trust terms such as “actively involved” and
    “management or operation” are ambiguous. The court found
    that there was nothing ambiguous about such terms and that
    even if they were ambiguous, Shawn and Russell failed to
    allege how any ambiguity would support their contention that
    they are beneficiaries.
    Shawn and Russell appealed. We moved the case to our
    docket on our own motion.
    ASSIGNMENTS OF ERROR
    Shawn and Russell assign, restated, that the district court
    erred in (1) finding that Shawn and Russell are not benefici­
    aries and thus lacked standing; (2) finding that if Shawn and
    Russell were beneficiaries, Meredith, as trustee, would owe
    duties exclusively to WZCC, and not to Shawn and Russell;
    (3) finding the Trust terms to be unambiguous; (4) excluding
    evidence of the settlor’s intent; and (5) denying the motion for
    temporary injunction.
    STANDARD OF REVIEW
    [1,2] Trust administration matters are reviewed for error
    appearing on the record, absent an equity question. 2 When
    1
    Manon v. Orr, 
    289 Neb. 484
    , 488, 
    856 N.W.2d 106
    , 109 (2014).
    2
    In re Trust Created by McGregor, 
    308 Neb. 405
    , 
    954 N.W.2d 612
     (2021).
    See In re Trust of Cook, 
    28 Neb. App. 624
    , 
    947 N.W.2d 870
     (2020).
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
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    309 Neb. 542
    reviewing a judgment for errors appearing on the record, the
    inquiry is whether the decision conforms to the law, is sup-
    ported by competent evidence, and is neither arbitrary, capri-
    cious, nor unreasonable. 3
    [3,4] A district court’s grant of a motion to dismiss is
    reviewed de novo. 4 When reviewing an order dismissing a
    complaint, the appellate court accepts as true all facts which
    are well pled and the proper and reasonable inferences of law
    and fact which may be drawn therefrom, but not the plaintiff’s
    conclusion. 5
    [5,6] The interpretation of the words in a will or a trust
    presents a question of law. 6 In instances when an appellate
    court is required to review cases for error appearing on the
    record, questions of law are nonetheless reviewed de novo on
    the record. 7
    ANALYSIS
    Shawn and Russell Are Beneficiaries
    and Have Standing
    [7] Shawn and Russell argue the district court erred in
    determining that they lacked standing to assert claims against
    Meredith as trustee because they were not beneficiaries of the
    Trust. Standing involves a real interest in the cause of action,
    meaning some legal or equitable right, title, or interest in the
    subject matter of the controversy. 8 Shawn and Russell argue
    that they qualify as beneficiaries under the Family Trust pur-
    suant to § 30-3803(3), which defines “beneficiary” as a per-
    son that “has a present or future beneficial interest in a
    trust, vested or contingent.” Meredith, Shayne, Kelly, and
    3
    Id.
    4
    Manon, supra note 1.
    5
    Id.
    6
    In re Trust Created by McGregor, 
    supra note 2
    .
    7
    
    Id.
    8
    In re Conservatorship of Abbott, 
    295 Neb. 510
    , 
    890 N.W.2d 469
     (2017).
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
    Cite as 
    309 Neb. 542
    Maria argue the district court correctly determined that Shawn
    and Russell are not beneficiaries, because they are no longer
    actively involved in WZCC’s management or operation. In
    determining that Shawn and Russell were not beneficiaries,
    the district court found that neither of them qualify as a child
    or grandchild of William’s “who are [at the time of Meredith’s
    death] actively involved in the management or operation
    of [WZCC].”
    [8] Generally, standing in a trustee removal proceeding is
    governed by § 30-3862(a), 9 which provides that “[t]he settlor,
    a cotrustee, or a beneficiary may request the court to remove
    a trustee, or a trustee may be removed by the court on its own
    initiative.” 10 As mentioned, the NUTC defines a beneficiary as
    “a person that . . . has a present or future beneficial interest in
    a trust, vested or contingent.” 11 The NUTC statutes are derived
    from the Restatement (Third) of Trusts. 12
    The Restatement (Third) of Trusts provides that “benefici­
    aries” of a trust are the persons or classes of persons, or their
    successors in interest, upon whom the settlor manifested an
    intention to confer beneficial interests, vested or contingent,
    under the trust. 13 In addition, persons who hold special or
    general powers of appointment or have reversionary interests
    are beneficiaries. 14 A beneficiary’s interest may be a present
    or future interest, and may or may not be subject to condi-
    tions, the discretionary decisions of a trustee or another, or a
    power of appointment or revocation. 15 A trust may provide that
    9
    Id.
    10
    § 30-3862(a). See Restatement (Third) of Trusts § 94 (2012).
    11
    § 30-3803(3). See Restatement, supra note 10, comment b.
    12
    See, In re Estate of Stuchlik, 
    289 Neb. 673
    , 
    857 N.W.2d 57
     (2014),
    modified on denial of rehearing 
    290 Neb. 392
    , 
    861 N.W.2d 682
     (2015); In
    re Estate of Hedke, 
    278 Neb. 727
    , 
    775 N.W.2d 13
     (2009).
    13
    Restatement (Third) of Trusts § 48, comment a. (2003).
    14
    Id.
    15
    Id., § 49, comment b.
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    309 Neb. 542
    a beneficiary is to take an interest only on the happening of
    a designated event or that such interest is to terminate on the
    happening of an event. Unless contrary to public policy, such a
    condition is valid. 16
    [9] Additionally, Meredith, Shayne, Kelly, and Maria argue,
    and the district court agreed, that Shawn and Russell are not
    beneficiaries, because they are not specifically named under
    the Family Trust. However, beneficiaries need not be named
    in the terms of the trust, but may be designated by class termi-
    nology or by description. 17 Trusts are often established for the
    benefit of classes consisting of the testator’s children and other
    descendants; other forms of description also may be used. 18
    The requirement is that a beneficiary be “definite.” 19 Pursuant
    to § 30-3828(b), “A beneficiary is definite if the beneficiary
    can be ascertained now or in the future, subject to any appli-
    cable rule against perpetuities.” 20
    The ascertainable beneficiary requirement is shown by an
    illustration from the Restatement (Third) of Trusts, which
    resembles the fact pattern in the present case:
    S’s will leaves her residuary estate to T in trust to pay
    $10,000 to each person who is a full-time employee of S
    at the time of her death, and to pay $25,000 to each of S’s
    brothers and sisters who are living at her death, with the
    rest of the trust estate to be held in trust (in accordance
    with terms described in the will) for S’s issue. 21
    Under this example, the beneficiaries are ascertainable by
    description, even though they are not specifically named. 22
    16
    See id., comment a.
    17
    Chicago Pol. Sergeants’ Assn. v. Pallohusky, 
    2019 IL App (1st) 181194
    ,
    
    128 N.E.3d 436
    , 
    431 Ill. Dec. 766
     (2019); Restatement, supra note 13,
    § 44, comment b.
    18
    Restatement, supra note 13, § 44, comment b.
    19
    § 30-3828(a)(3).
    20
    See In re Estate of West, 
    252 Neb. 166
    , 
    560 N.W.2d 810
     (1997).
    21
    Restatement, supra note 13, § 44, comment b. (emphasis supplied).
    22
    See id.
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    IN RE WILLIAM R. ZUTAVERN REVOCABLE TRUST
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    A class of beneficiaries is not indefinite merely because it
    consists of a changing or shifting group, the number of whose
    members may increase or decrease. 23 Typical examples of
    definite classes for trust beneficiaries are “children” or “grand­
    children,” the “issue” or “descendants,” or the “heirs” or “next
    of kin” of a designated person. 24
    In Newman v. Liebig, 25 this court applied the common-
    law rule that a beneficiary must be ascertainable from the
    trust instrument. Here, Shawn and Russell are beneficiaries
    ascertainable from the Trust. The Trust specifically states that
    Shawn is one of William’s four children and that William has
    “several grandchildren.” Any of Shawn’s children would be
    included as William’s grandchildren. The Trust contemplated
    that if any of William’s children should pass away prior to
    receiving a distribution from the Trust estate, the interest of
    William’s deceased child shall pass to the children of the
    deceased, also known as William’s grandchildren. Thus, Shawn
    and Russell come within a definite class of beneficiaries under
    the Family Trust.
    Furthermore, the fact that Shawn and Russell are not pres-
    ently working at WZCC does not negate their status as benefi-
    ciaries. Just like the illustration of the full-time employee of
    the testator shown above, Shawn and Russell are members of
    a definite class of beneficiaries, even though William placed a
    condition upon the class. The fact that a member of the class
    may ultimately take nothing does not prevent that beneficiary
    from maintaining suit; each of the beneficiaries of such a trust
    is in this position, for if none could sue, the trustee might com-
    mit a breach of trust with impunity. 26 Premised on the policy
    of ensuring that someone has the power to enforce the trustee’s
    fiduciary duties, courts have held that future beneficiaries of
    23
    Restatement, supra note 13, § 45, comment a.
    24
    Id.
    25
    Newman v. Liebig, 
    282 Neb. 609
    , 
    810 N.W.2d 408
     (2011).
    26
    See Restatement, supra note 13, § 45, comment f.
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    a trust, whether vested or contingent, have standing to bring an
    action against a trustee. 27 Therefore, we hold that Shawn and
    Russell are beneficiaries under § 30-3862(a) because they have
    a contingent future beneficial interest in the Family Trust. We
    agree with Shawn and Russell that the district court’s deter-
    mination that they were not beneficiaries and lacked standing
    was erroneous.
    The district court’s reliance on Manon is misplaced. 28 In
    Manon, a still-living settlor sold parcels of land that were
    included in the corpus of her revocable trust, and the settlor’s
    children brought suit to place a constructive trust on the real
    estate. The court looked to a previous version of § 30-3855,
    presently found with the same language at § 30-3855(b), which
    provides: “While a trust is revocable, rights of the beneficiaries
    are subject to the control of, and the duties of the trustee are
    owed exclusively to, the settlor.”
    Because § 30-3855(b) provides that the “rights of the bene­
    ficiaries are subject to the control of . . . the settlor,” the court
    found that in the case of a revocable trust, the only real party
    in interest would be the settlor, or one representing the settlor’s
    interest. 29 Here, it is undisputed that the Trust is irrevocable
    and that upon his passing, William relinquished any further
    control over Trust assets to the Family Trust. As such, the
    rationale of Manon is not applicable.
    Court’s Interpretation of
    § 30-3855(d) Was Erroneous
    [10,11] Shawn and Russell next argue the district court
    erred in finding that, pursuant to § 30-3855(d), Meredith, as
    trustee, owes duties exclusively to WZCC. To prevail against
    a motion to dismiss for failure to state a claim, a plaintiff
    27
    In re Estate of Spencer, 
    417 S.W.3d 364
     (Mo. App. 2013). See, also,
    Rachins v. Minassian, 
    251 So. 3d 919
     (Fla. App. 2018).
    28
    See Manon, supra note 1.
    29
    See, id.; In re Trust of Cook, supra note 2.
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    must allege sufficient facts to state a claim to relief that is
    plausible on its face. 30 When analyzing a lower court’s dis-
    missal of a complaint for failure to state a claim, an appellate
    court accepts the complaint’s factual allegations as true and
    construes them in the light most favorable to the plaintiff. 31
    Consequently, we look to the factual pleadings in the peti-
    tion, accepting all allegations as true and drawing all reason-
    able inferences therefrom in favor of Shawn and Russell to
    determine whether they have stated a plausible claim against
    Meredith as trustee.
    [12-14] A trust creates a fiduciary relationship in which one
    person holds a property interest subject to an equitable obliga-
    tion to keep or use that interest for the benefit of ­another. 32
    Upon acceptance of a trusteeship, a trustee has a duty to
    “administer the trust in good faith, in accordance with its terms
    and purposes and the interests of the beneficiaries, and in
    accordance with the [NUTC].” 33 The NUTC states that trust-
    ees owe the beneficiaries of a trust duties that include loyalty,
    impartiality, prudent administration, protection of trust prop-
    erty, proper recordkeeping, and informing and reporting. 34 All
    actions of the trustee must be in the interest of the beneficiaries
    and no one else. 35
    All powers of a trustee, whether express or implied, are
    held in a fiduciary capacity, and their exercise or nonexercise
    is subject to the fiduciary duties of trusteeship. 36 “[B]ecause
    30
    Rafert v. Meyer, 
    290 Neb. 219
    , 
    859 N.W.2d 332
     (2015).
    31
    
    Id.
    32
    In re Estate of Stuchlik, supra note 12; Karpf v. Karpf, 
    240 Neb. 302
    , 
    481 N.W.2d 891
     (1992).
    33
    § 30-3866.
    34
    In re Conservatorship of Abbott, 
    supra note 8
    ; In re Estate of Stuchlik,
    supra note 12.
    35
    See, In re Estate of Hedke, 
    supra note 12
    ; Karpf, 
    supra note 32
    .
    36
    See, § 30-3880(a) and (b); Restatement (Third) of Trusts § 78, comment
    a., and § 85, comment b. (2007).
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    trustees have great control over the beneficiaries’ property
    interests and beneficiaries cannot readily terminate their fidu-
    ciaries or dispose of their interests, ‘[t]he duty of loyalty is,
    for trustees, particularly strict even by comparison to the stan-
    dards of other fiduciary relationships.’” 37 Trusts raise policy
    concerns regarding the potential for self-dealing, because trust
    beneficiaries often have inferior knowledge about a transac-
    tion and have a limited ability to protect their interests absent
    the trustee’s full disclosure or court approval. 38 Fiduciary
    duties in the trust context are “particularly intense so that,
    in most instances, its prohibitions are absolute for prophy-
    lactic reasons.” 39 The policy of trust law removes temptation
    for a trustee when personal interests conflict with fiduciary
    duties and provides assurance to beneficiaries that they “will
    not be deprived of a trustee’s disinterested and objective
    judgment.” 40 With the laws and policies of the NUTC fresh in
    mind, we turn to discuss the district court’s interpretation of
    § 30-3855(d).
    [15-19] Statutory interpretation presents a question of law
    which an appellate court reviews independently of the lower
    court. 41 The fundamental objective of statutory interpretation
    is to ascertain and carry out the Legislature’s intent. 42 When
    construing a statute, an appellate court looks to the statute’s
    purpose and gives to the statute a reasonable construction
    that best achieves that purpose, rather than a construction
    that would defeat it. 43 Components of a series or collection of
    37
    In re Estate of Hedke, 
    supra note 12
    , 
    278 Neb. at 755-56
    , 
    775 N.W.2d at 36
    , quoting Restatement, supra note 36, § 78, comment a.
    38
    Id., citing George T. Bogert, Trusts § 95 (6th ed. 1987).
    39
    Restatement, supra note 36, § 78, comment b. at 96.
    40
    Id.
    41
    State v. Jedlicka, 
    305 Neb. 52
    , 
    938 N.W.2d 854
     (2020).
    42
    
    Id.
    43
    
    Id.
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    s­ tatutes pertaining to a certain subject matter are in pari mate-
    ria and should be conjunctively considered and construed to
    determine the intent of the Legislature, so that different provi-
    sions are consistent, harmonious, and sensible. 44 A court must
    give effect to all parts of a statute, and if it can be avoided,
    no word, clause, or sentence will be rejected as superfluous or
    meaningless. 45
    Section 30-3855(d) provides:
    While the trust is irrevocable and during the period the
    interest of any beneficiary not having a present interest
    may be terminated by the exercise of a power of appoint-
    ment or other power, the duties of the trustee are owed
    exclusively to the holder of the power to the extent of the
    property subject to the power.
    Initially, we focus our analysis on the statutory language
    “power of appointment.” The NUTC does not specifically
    define power of appointment; as a result, powers of appoint-
    ment are construed according to the principles of the common
    law. 46 A general power of appointment means that an interest
    in the property passes to the donee at the donor’s death. 47 A
    limited power of appointment means that an interest in the
    property passes not to the donee, but, rather, to a specific
    class of beneficiaries at the donor’s death. 48 The donee of a
    power of appointment must keep within its terms, and where
    the donor prescribes the method of its execution, that method
    must be strictly followed, so far at least as may be neces-
    sary to give effect to the donor’s intent and design. 49 Where
    there is a prohibition, limitation, or restriction in a power of
    44
    In re Interest of Seth C., 
    307 Neb. 862
    , 
    951 N.W.2d 135
     (2020).
    45
    
    Id.
    46
    In re Robert L. McDowell Revocable Trust, 
    296 Neb. 565
    , 
    894 N.W.2d 810
    (2017).
    47
    In re Estate of Nelson, 
    253 Neb. 414
    , 
    571 N.W.2d 269
     (1997).
    48
    
    Id.
    49
    In re Robert L. McDowell Revocable Trust, supra note 46.
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    appointment, such provision will control and the donee will not
    be permitted to disregard the same. 50
    It is undisputed that the Trust did not grant Meredith a
    power of appointment. Instead, the parties dispute the mean-
    ing of § 30-3855(d)’s phrase “other power.” The district court
    accepted the argument of Meredith, Shayne, Kelly, and Maria
    that, under the NMBCA, a corporation has the power to deter-
    mine who is involved in the management or operation of the
    corporation. Although neither the parties nor the district court
    identified a specific provision of the NMBCA in their analysis,
    their interpretation adopts the general position that a corpora-
    tion’s power to hire and fire employees qualifies as an “other
    power” under the NUTC. Shawn and Russell argue that the
    district court’s interpretation of § 30-3855(d) was erroneous,
    because the reference to “other power” is merely a reference
    to “power of withdrawal,” as used in § 30-3855(c) and defined
    under § 30-3803(11).
    [20,21] The parties’ competing interpretations of § 30-3855
    raise a novel issue, as there is no provision using the same
    language under the Uniform Trust Code or in statutes in other
    jurisdictions. Statutes, however, are not properly interpreted in
    isolation. 51 Rather, when interpreting a statute, well-established
    principles of statutory interpretation require a court to take
    account of context and of other statutes pertaining to the same
    subject. 52 Further, under the associated words canon of statu-
    tory interpretation, if two or more words are grouped together
    in a statute, the meaning of a particular word may be deter-
    mined by reference to the meaning of associated words and
    phrases. 53 This canon is often wisely applied where a word
    50
    Id.
    51
    State v. A.D., 
    305 Neb. 154
    , 
    939 N.W.2d 484
     (2020).
    52
    
    Id.
    53
    82 C.J.S. Statutes § 439 (2009). See, Jedlicka, 
    supra note 41
    ; State v.
    McKinney, 
    273 Neb. 346
    , 
    730 N.W.2d 74
     (2007); State v. Kipf, 
    234 Neb. 227
    , 
    450 N.W.2d 397
     (1990).
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    is capable of many meanings in order to avoid the giving of
    unintended breadth to a statute. 54 Our cases have stated that
    words grouped in a list within a statute should be given related
    meaning. 55 “Although most associated-words cases involved
    listings[,] a listing is not prerequisite.” 56 As we explain, these
    principles lead us to conclude that the district court erred in its
    interpretation that the phrase “other power” under § 30-3855(d)
    refers to powers found in statutes outside of the NUTC, such
    as the NMBCA.
    Under § 30-3855, the meaning of “other power” is informed
    and limited by the meaning of the preceding phrase “power
    of appointment.” Our case law recognizes power of appoint-
    ment as a specific type of testamentary power, not a general
    corporate power. As mentioned, a beneficiary’s interest can
    be subject to a power of appointment. A holder of the power
    of appointment can distribute trust property to a beneficiary
    and in effect can appoint the property to a new or existing
    trust for the benefit of the beneficiary. 57 Context is provided
    by § 30-3855’s inclusion of “power of appointment,” as well
    as other similar testamentary powers. Section 30-3855(a) dis-
    cusses a settlor’s power to revoke a trust and provides that
    “[t]o the extent a trust is revocable by a settlor in conjunction
    with a person other than a trustee . . . the trustee may follow
    a direction from the settlor and the other person holding the
    power to revoke.” Section 30-3855(b) provides that “[w]hile a
    trust is revocable, rights of the beneficiaries are subject to the
    control of, and the duties of the trustee are owed exclusively
    to, the settlor.” Section 30-3855(c) states that “the holder of a
    54
    See McDonnell v. U.S., ___ U.S. ___, 
    136 S. Ct. 2355
    , 
    195 L. Ed. 2d 639
    (2016).
    55
    Jedlicka, 
    supra note 41
    , citing State v. Smith, 
    286 Neb. 77
    , 
    834 N.W.2d 799
     (2013), and State v. Kipf, 
    supra note 53
    .
    56
    Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of
    Legal Texts 197 (2012). Accord U.S. v. Hill, 
    963 F.3d 528
     (6th Cir. 2020).
    57
    See In re Estate of Sibley, 
    246 Ariz. 498
    , 
    442 P.3d 805
     (Ariz. App. 2018).
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    power of withdrawal has the rights of a settlor of a revocable
    trust under this section.” Therefore, § 30-3855(a), (b), (c), and
    (d) all refer to testamentary powers. Understood through the
    Legislature’s association of these powers with “other power,”
    we interpret “other power” to refer to a testamentary power,
    however so labeled. Under this interpretation, “other power”
    is given a meaning that is related to, but independent from,
    “power of appointment,” such that “other power” is not ren-
    dered superfluous or meaningless. This interpretation harmo-
    nizes § 30-3855(d) with § 30-3823, which employs the phrase
    “holder of a power of appointment or other power to terminate
    an interest.” 58
    The district court’s interpretation is premised on general
    corporate powers rather than any specific testamentary pow-
    ers granted to WZCC by the Trust. In order to avoid giving
    unintended breadth to the statutory provision, we must reject
    the district court’s interpretation that “other power” under
    the NUTC incorporates general corporate powers under the
    NMBCA. We conclude that the district court’s broad interpre-
    tation of a vague phrase such as “other power” risks unset-
    tling the duties imposed upon trustees by the Legislature. The
    court therefore erred in interpreting § 30-3855(d) to mean that
    Meredith exclusively owes duties as trustee to WZCC.
    [22] In addition, the terms and obligations of the Trust con-
    tradict the argument of Meredith, Shayne, Kelly, and Maria that
    § 30-3855(d) controls who Meredith owes duties as trustee. A
    trustee may exercise powers conferred by the NUTC, except
    as limited by the terms of the trust. 59 Upon our review of
    the Trust, we find no provisions which state that Meredith’s
    duties are owed exclusively to WZCC. The Trust makes clear
    that Meredith, when executing the trust agreement as succes-
    sor trustee, agreed to be duty bound to the beneficiaries. The
    58
    See, also, e.g., 
    Colo. Rev. Stat. §§ 15-1-202
     and 15-1-203 (2020) (using
    phrase “power of appointment or other power of disposition”).
    59
    See § 30-3880(a)(2).
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    Trust grants Meredith the authority to invest and reinvest any
    Trust property, but this must be effectuated “in such manner
    as will be in the best interests of the Trust beneficiaries.” The
    Trust requires Meredith to keep “books of account” for the
    Trust estate, to annually furnish Trust account statements to
    each beneficiary, and to at reasonable times allow beneficiaries
    to inspect Trust records. Meredith specifically agreed that these
    Trust terms are legally binding upon her. Based on the terms of
    the Trust and the allegations of the petition, summarized above,
    we conclude that Shawn and Russell have alleged sufficient
    facts to state plausible claims against Meredith in her capacity
    as trustee of the Family Trust.
    Trust Terms Unambiguous
    [23] Shawn and Russell assign that the district court erred
    in finding the terms of the Family Trust to be unambiguous.
    Whether a document is ambiguous is a question of law, and
    an appellate court considering such a question is obligated to
    reach a conclusion independent of the trial court’s decision. 60
    The only provision of the Family Trust at issue is that
    which states, upon Meredith’s death, the trustee shall distribute
    WZCC stock “to those of my children and/or grandchildren
    who are [then] actively involved in the operation and manage-
    ment of [WZCC].”
    We conclude that the district court correctly found the provi-
    sion of the Family Trust to be unambiguous. When the Trust is
    considered as a whole, the only reasonable interpretation is that
    William intended an interest in his stock to pass to his children
    or grandchildren who were actively managing or operating
    WZCC at the time of Meredith’s death.
    This assignment of error has largely been rendered moot.
    Shawn and Russell seemingly make this argument to estab-
    lish themselves as beneficiaries. The terms creating a class
    of ­beneficiaries are unambiguous, and as we have explained,
    60
    In re Trust Created by Cease, 
    267 Neb. 753
    , 
    677 N.W.2d 495
     (2004).
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    Shawn and Russell are beneficiaries with a future contingent
    interest. This assignment of error is without merit.
    Evidence Properly Excluded
    [24] Shawn and Russell argue that the district court erred
    in excluding evidence of William’s intent. Shawn and Russell
    offered this evidence for purposes of their motion for temporary
    injunction, which was filed in the present case and two com-
    panion cases. This appeal concerns only the trust case. We have
    affirmed the district court’s determination that the language in
    the Trust is unambiguous. Unless a document is ambiguous,
    parol evidence cannot be used to vary its terms. 61 In addition,
    the Trust states that it “may not be changed orally.” The district
    court correctly excluded parol evidence of William’s intent.
    This assignment of error is without merit.
    Motion for Temporary Injunction
    Shawn and Russell argue that the district court erred in deny-
    ing their motion for temporary injunction. The district court did
    so on standing grounds and did not consider the merits of the
    motion. We have concluded that Shawn and Russell as bene­
    ficiaries have standing to assert claims against Meredith as
    trustee. Upon remand, the district court shall consider the mer-
    its of Shawn and Russell’s motion for temporary injunction.
    CONCLUSION
    The district court erred in determining that Shawn and
    Russell were not beneficiaries and lacked standing to assert an
    action against Meredith as trustee. The district court erred in
    relying upon § 30-3855(d) to conclude that Meredith, as trustee,
    exclusively owed duties to WZCC. The judgment is reversed,
    and the cause is remanded for further proceedings.
    Reversed and remanded for
    further proceedings.
    Miller-Lerman, J., not participating.
    61
    Id.