In re Estate of Stover , 2022 Ohio 989 ( 2022 )

[Cite as In re Estate of Stover, 2022-Ohio-989.]
IN THE COURT OF APPEALS OF OHIO
THIRD APPELLATE DISTRICT
WYANDOT COUNTY
ERIC EDWARD STOVER, SR.,
PLAINTIFF-APPELLANT, CASE NO. 16-21-03
v.
TINA M. DOEPKER, EXECUTOR
OF THE ESTATE OF
HELEN S. STOVER, DECEASED, OPINION
DEFENDANT-APPELLEE.
Appeal from Wyandot County Common Pleas Court
Probate Division
Trial Court No. 20181056A
Judgment Reversed and Cause Remanded
Date of Decision: March 28, 2022
APPEARANCES:
Howard A. Elliott for Appellant
Dean Henry and Susan M. Jones for Appellee
Case No. 16-21-03
SHAW, J.
{¶1} Plaintiff-Appellant, Eric Edward Stover, Sr. (“Eric”), appeals a
judgment of the Wyandot County Court of Common Pleas, Probate Division,
dismissing his complaint against Defendant-Appellee, Tina M. Doepker, as
Executor of the Estate of Helen S. Stover, deceased (“Executor”). For the reasons
stated in this opinion, we reverse the dismissal of Eric’s complaint for enforcement
of the terms of a Last Will and Testament as it relates to a Contract to Purchase land.
Background
{¶2} On June 18, 2018, following the death of Helen S. Stover, the decedent
(“Helen”), her Last Will and Testament (“Will”) was admitted to probate and Tina
M. Doepker, a daughter of Helen and sister to Eric, was appointed the Executor of
Helen’s Estate. Thereafter, on June 25, 2018, Attorney Jeffrey Whitman, on behalf
of Eric, sent a letter to counsel for the Estate, Attorney Susan Jones, advising her
that Eric desired to purchase the 56.5 acres of land pursuant to the Contract to
Purchase between Eric and the decedent Helen, which was referenced in the
SECOND and THIRD items of the Will, and that Eric would tender a check for the
full balance of the purchase price of $74,000.00 as per the terms set forth in the
SECOND item of the Will. (Plaintiff’s Exhibit 4). Attorney Jones replied to
Attorney Whitman on June 29, 2018, that the Contract to Purchase was not valid or
enforceable. (Plaintiff’s Exhibit 5).
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{¶3} Thereafter, on March 12, 2019, Eric filed a complaint against the
Executor seeking to have the Contract to Purchase specifically performed according
to the terms of the Will and the Executor ordered to comply with the terms of the
Will as it relates to the completion of this contract.1 Claim I of the Complaint
alleged that Eric desired to complete the Contract to Purchase by tendering a check
for the full balance of the purchase price as per the terms of Helen’s Will and that
the Executor had wrongfully refused to complete the sale of the real estate to Eric
as required by the Will. (Complaint at 4, Doc. No. 1). In her answer, the Executor
requested the complaint be dismissed, and she also asserted several defenses,
including the doctrine of laches.
{¶4} The present action eventually proceeded to a trial hearing before a
Magistrate. Following the hearing on April 13, 2021, the magistrate recommended
that Eric’s complaint be dismissed. Eric filed preliminary objections to the
magistrate’s decision, which were later supplemented once the transcript from the
hearing was filed. The Executor then filed a response. After addressing Eric’s
objections, the trial court adopted the magistrate’s decision and dismissed his
complaint. In particular, the trial court concluded that “the Magistrate did not err in
determining that the Will’s language did not create any enforceable rights
1
Eric’s complaint was voluntarily dismissed against three named siblings as heirs and subsequently
dismissed against the Executor, individually. Thus, the Executor is the only party defendant to this appeal.
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concerning land, for Eric to pursue.” (Aug. 11, 2021 Judgment Entry at 5, Doc. No.
61).
{¶5} Eric has appealed, raising three assignments of error. Although Eric’s
assignments are more in the nature of propositions of law and contrary to the
provision of Local Rule 7(A) of this Court, we will consider them as assignments
of error.
ASSIGNMENT OF ERROR NO. 1
WHERE THE DECEASED’S LAST WILL AND TESTAMENT
IS ADMITTED TO PROBATE AND ITS EFFECTIVENESS IS
NOT CHALLENGED BY A WILL CONTEST, AN
UNAMBIGUOUS BEQUEST IN SAID WILL MUST BE
HONORED TO CARRY OUT THE STATED INTENT OF THE
TEST[ATOR] [SIC].
ASSIGNMENT OF ERROR NO. 2
THE EXECUTOR OF AN ESTATE HAS A FIDUCIARY DUTY
TO THE BENEFICIARIES OF THE WILL THEY ARE
ADMINISTERING AND THEY ARE OBLIGATED TO MAKE
DISTRIBUTIONS IN ACCORDANCE WITH THE
PROVISIONS OF THE WILL.
ASSIGNMENT OF ERROR NO. 3
WHERE THE DELAY IN THE PERFORMANCE OF A
CONTRACT IS NEITHER UNREASONABLE NOR
UNEXPLAINED, AND DOES NOT RESULT IN MATERIAL
PREJUDICE TO THE OTHER PARTY, THE DOCTRINE OF
LACHES DOES NOT APPLY TO BAR ENFORCEMENT OF
THE CONTRACT.
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Case No. 16-21-03
First and Second Assignments of Error
{¶6} We elect to combine Eric’s first and second assignments of error. In
these assignments of error, Eric asserts he was entitled to enforcement of the
provisions of the Will regarding the Contract to Purchase because the language in
the SECOND Item of Helen’s Will is clear and unambiguous in its reference to
Helen’s intentions regarding the completion of the purchase, and therefore, the
Executor has a fiduciary duty to proceed with the sale of the property to him. Eric
further argues that the trial court improperly considered extrinsic evidence in
reaching its ruling that the Contract referred to in the Will was unenforceable and
that the Executor was not required to honor its terms.
I. The Contract to Purchase
Law
{¶7} The construction and interpretation of contracts are matters of law
subject to a de novo standard of review. Roberts v. Marks, 3d Dist. Henry No. 7-
16-15, 2017-Ohio-1320, ¶ 11, citing Langfan v. Carlton Gardens Co., 183 Ohio
App.3d 260, 2009-Ohio-3318, ¶ 24 (3rd Dist.). Essential elements of a contract
include “ ‘an offer, acceptance, contractual capacity, consideration (the bargained
for legal benefit and/or detriment), a manifestation of mutual assent and legality of
object and of consideration.’ ” Kostelnik v. Helper, 96 Ohio St.3d 1, 2002-Ohio-
2985, ¶ 16, quoting Perlmuter Printing Co. v. Strome, Inc., 436 F.Supp. 409, 414
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(N.D.Ohio 1976). Additionally, “[a] meeting of the minds as to the essential terms
of the contract is a requirement to enforcing the contract.” Kostelnik, citing
Episcopal Retirement Homes, Inc. v. Ohio Dept. of Indus. Relations, 61 Ohio St.3d
366, 369 (1991).
Analysis
{¶8} As an initial matter, we note Eric’s testimony at the hearing was that
Plaintiff’s Exhibit 7 was an accurate copy, or duplicate, of the original Contract to
Purchase between his mother and him. His further testimony was that he and his
mother signed this Contract in Attorney Robert Beeler’s office and Attorney Beeler
notarized their signatures. Evid.R. 1003, “admissibility of duplicates,” allows the
admission of a duplicate unless a genuine question is raised about the authenticity
of the original, or under the circumstances it would be unfair to admit the duplicate
in lieu of the original. Over the Executor’s objection, the copy of the Contract to
Purchase was admitted into evidence at the hearing. In ruling on its admissibility,
the magistrate found that the Executor did not sufficiently challenge the authenticity
of the duplicate and that Eric’s testimony of Exhibit 7 regarding the copy was
credible.
{¶9} The Contract to Purchase was entered into on September 2, 2008,
between Helen and Eric. At the time of the Contract, Helen had a one-half interest
in approximately 56.5 acres of bare land located in Section Thirteen (13) of
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Case No. 16-21-03
Crawford Township, Wyandot County, Ohio, with her recently deceased husband
owning the other one-half interest. As her husband’s “sole heir,” the Contract
anticipated that Helen would be the owner of all 56.5 acres. Helen agreed to sell
the acreage to Eric for the sum of $75,000.00. In a portion of the “Sellers Recitals”
section, the Contract stated:
A Warranty deed to the full real estate share and fee simple
ownership of the real estate shall be transferred to the Purchaser
upon my receipt of full ownership in the real estate by certificate
of transfer of the remaining one half (1/2) interest from my late
husband’s estate. Seller shall pay for any additional appraisal,
legal and survey work which would be necessary to transfer the
full legal interest in said property by Warranty deed.
(Plaintiff’s Exhibit 7).
{¶10} In the Contract’s “Purchaser Recitals,” it was stated therein as to Eric
that:
I shall pay $1,000 in cash as down payment and upon execution of
this contract and shall pay the remaining as follows:
1. $49,000.00 in a lump sum as soon as the Seller holds/obtains
full legal title to the real estate and can transfer a Warranty deed
to me as Purchaser.
The remaining [$]25,000.00 shall be paid over five (5) years with
$5,000.00 due with 4½% simple annual interest each year,
starting upon the anniversary of my receipt of Warranty deed of
Ownership of the real estate. I shall sign a note and mortgage
with those terms upon receipt of the Warranty deed.
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{¶11} The Contract to Purchase clearly shows an offer and acceptance
between Eric and Helen for the sale of 56.5 acres of land located in Section Thirteen
(13) of Crawford Township, Wyandot County, Ohio for the purchase price of
$75,000.00. The Contract stated not only the essential term of price, but also that
the parties had agreed on the timing of payments. Eric paid a $1,000.00 down
payment as acknowledged in the Contract. Eric testified that this land was surveyed
at the time of the execution of the Contract, but he could not find the survey.
{¶12} Further, we disagree with any argument by the Executor, based on the
magistrate’s decision, that a missing attachment referenced in the Contract to
Purchase is detrimental to the Contract’s validity. Here, the Contract clearly and
unambiguously stated that the purchase price was $75,000.00. The Contract then
explained Helen’s belief that this price was a fair price for the land based on the
following three reasons: (1) it being poor tillable land, (2) no buildings or structures
located on the land to enhance its value, and (3) the work and assistance her son,
Eric, has done in the past for her late husband and herself in relation to the land and
or financial matters. This provision corroborates that Helen intended for the
$75,000.00 contract purchase price to be sufficient consideration for the Contract.
While we acknowledge the allegation raised on appeal that a separate writing was
not attached detailing some of the work and assistance provided by Eric for his
parents, this allegation, standing alone, is not enough to open the door to extrinsic
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evidence or to otherwise render the Contract invalid, where all of the essential terms
of a Contract to Purchase, including sale price, property description, identification
and signature of the parties, and terms of payment, are unambiguous and contained
within the four corners of the written contract.
{¶13} Moreover, contrary to the arguments of the Appellee, we conclude that
the existence and validity of this Contract to Purchase is sufficiently corroborated
by the terms, such as parties, acreage and overall sale price, that are cross-referenced
in the Will, as well as by the introduction of the Contract into evidence, and finally
by the testimony of Attorney Scheck to the effect that on or about the time Helen
and one of her daughters were discussing the making of Helen’s Will, that Eric had
arrived at Attorney Scheck’s office and showed Attorney Scheck a copy of the
Contract to Purchase.
II. Construing the Will
Law
{¶14} “ ‘It is well settled that the construction of a will is a question of law,
and thus, we will apply a de novo standard of review.ʼ ” In re Estate of Gaskill, 3d
Dist. Allen No. 1-19-15, 2019-Ohio-4936, ¶ 8, quoting In re Estate of Stockmaster,
3d Dist. Seneca No. 13-10-43, 2011-Ohio-3006, ¶ 13 (citations omitted). In the
construction of a will, “ ‘the sole purpose of the court should be to ascertain and
carry out the intention of the testator.’ ” Polen v. Baker, 92 Ohio St.3d 563, 565,
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Case No. 16-21-03
2001-Ohio-1286, quoting Oliver v. Bank One, Dayton, N.A., 60 Ohio St.3d 32, 34
(1991) (citations omitted). This intent is to be ascertained from the words used in
the will. Polen. The words used in the will, “ ‘ “if technical, must be taken in their
technical sense, and if not technical, in their ordinary sense, unless it appear(s) from
the context that they were used by the testator in some secondary sense.” ’ ” Id.,quoting Ohio Natl. Bank of Columbus v. Adair, 54 Ohio St.2d 26, 30 (1978), quoting
Townsend’s Exrs. [v. Townsend], 25 Ohio St. 477 [(1874)], paragraph three of the
syllabus. “ ‘All the parts of the will must be construed together, and effect, if
possible, given to every word contained in the will.’ ˮ In re Estate of Gaskill at ¶ 8,
quoting Bogar v. Baker, 7th Dist. Mahoning No. 16 MA 0138, 2017-Ohio-7766, ¶
14, citing Townsend’s Exrs. at paragraph four of the syllabus.
{¶15} “If the language of the will is clear and unambiguous, the testator's
intent must be ascertained from the express terms of the will itself.” In re Estate of
Stockmaster at ¶ 14, citing Domo, 66 Ohio St.3d at 314. Extrinsic evidence may be
considered to determine the testator's intent only when the language used in the will
creates doubt as to the meaning of the will. In re Estate of Stockmaster, citing
Oliver, 60 Ohio St.3d at 34.
The Will
{¶16} As relevant to this appeal, the Last Will and Testament executed by
Helen on February 19, 2015, provides:
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I, HELEN S. STOVER, of 10046 Twp. Hwy. 18, Carey, County of
Wyandot, State of Ohio, being of sound mind and memory, do
make, publish and declare this my LAST WILL and
TESTAMENT, in manner following, that is to say:
***
SECOND: There may exist a purchase contract between myself
and my Son, ERIC EDWARD STOVER SR., dated September 2,
2008 for his purchase of 56.5 acres, more or less. Should the
purchase not be completed at the time of my death, I direct my
Executor and heirs to abide by the stated purchase price;
however, I do not anticipate nor expect my Estate to be held open
to accommodate an installment purchase. Should the contract not
be completed at the time of my death, and should ERIC
EDWARD STOVER SR. choose to purchase the real estate
thereunder, the terms shall be cash. Should he decide not to
purchase the real estate, the contract shall be cancelled without
penalty.
THIRD: I GIVE, DEVISE AND BEQUEATH the real estate in
my name, consisting of 71.55 acres more or less in Crawford
Township, Wyandot County, Ohio, to the following individuals in
the following manner, subject however to the right of purchase
noted in Paragraph “Second” herein:
a) to ERIC EDWARD STOVER SR. and NELSON E.
STOVER, JR., the field and pond consisting of
approximately 9 acres;
b) to JODY L. STOVER, the house trailer and approximately
1.58 acres of land that it sits on as depicted by a survey filed
with the Wyandot County Tax Map Office in December
2008;
c) to LISA A. PUTNAM and TINA M. DOEPKER, the house
and buildings and the real estate on which they sit, consisting
of approximately 5 acres on the North side of Township
Highway 18;
d) to JODY L. STOVER, NELSON E. STOVER, JR., LISA A.
PUTNAM, TINA M. DOEPKER, and ERIC EDWARD
STOVER SR. equally, the balance of the farm remaining
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after the transfers in this paragraph a, b, and c have been
made.
Should the right of purchase noted in Paragraph “Second” be
exercised, then the provisions of this item “Third” that are in
conflict therewith shall lapse.
(Plaintiff’s Exhibit 1)
Analysis
{¶17} Helen’s Will in Item “SECOND” not only incorporates the “Purchase
Contract” between Helen and her son, Eric, by reference, but it refers to specific
details of the Contract, including the identity of the parties, the date of the Contract,
and the amount of the acreage. In addition, Helen’s Will makes numerous
references to the purchase and gave her Executor specific instructions regarding that
purchase. These specific instructions to her Executor provide evidence of her
intentions. Further, Helen addressed Eric’s right to purchase in Item “SECOND”
of the Will, and then referenced that provision in her Will regarding Eric’s right of
purchase when distributing the balance of her real estate.
{¶18} Additional support for enforcing this purchase provision of the Will is
the fact that there was no will contest after the Will was admitted to probate in this
case by the heirs. As stated by the Ohio Supreme Court in Zuendel v. Zuendel, 63
Ohio St.3d 733, 737 (1992), “[a]bsent a successful will-contest action, the executor's
duties are to administer the estate and distribute the assets in accordance with the
terms of the will.”
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Conclusion
{¶19} Helen’s Will addressed Eric’s right to purchase in Item “SECOND”
and “THIRD” of the Will. His payment terms as specified in the Will were “cash”
(not by an installment purchase). It is clear that Eric timely attempted to present his
cash lump sum payment to purchase the real estate when his attorney sent the letter
to Attorney Jones. Thus, Eric’s actions show that he is ready and willing to purchase
the real estate as required by Helen’s Will.
{¶20} Accordingly, pursuant to the plain language of Helen’s Will, Eric
presented his intention to exercise his right of purchase. As demonstrated above,
there is no basis for the Executor to refuse to execute and enforce Helen’s intentions
as expressed in the Will and in the Contract to Purchase, with regard to the sale of
this real estate to Eric. As a result, we find that the trial court erred in dismissing
Eric’s complaint for enforcement of the sale of the real estate according to Helen’s
Will. The Executor is required to comply with the terms of the Will as it relates to
the sale of the 56.5 acres of land for the lump sum amount of $75,000, less the
$1,000 down payment, pursuant to the Will and the Contract to Purchase which was
incorporated by reference into the Will, and independently introduced into evidence
in this case.
{¶21} For the foregoing reasons, Eric’s first and second assignments of error
are sustained.
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{¶22} Having found that the trial court erred in dismissing Eric’s complaint,
the third assignment of error becomes moot and need not be addressed by the Court.
See App.R. 12(A)(1)(c).
{¶23} The judgment of the Wyandot County Court of Common Pleas,
Probate Division, is reversed, and the matter is remanded for further proceedings
consistent with this decision.
Judgment Reversed and
Cause Remanded
ZIMMERMAN, P.J. and MILLER, J., concur.
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