Doris E. Young, Administratrix v. Gary Douglas Young
808 S.E.2d 631
| W. Va. | 2017Background
- Gary R. Young (decedent) and his son formed G&G Investments; decedent married Doris Young in 1982 and died intestate in 2016.
- Partnership formed by 1985 agreement; 1987 amendment referenced a “separate contract” governing a deceased partner’s interest, and the parties executed an Option (Purchase and Sale) Agreement the same day.
- The Option Agreement gave the son the unilateral option to buy decedent’s undivided one-half partnership interest after decedent’s death for $50,000 (fixed), with estate payment within one year.
- At decedent’s death the partnership interest was worth substantially more (estate alleges at least $1.1 million); son exercised the option and sought specific enforcement; administratrix (wife) refused and claimed elective share.
- Circuit court granted summary judgment enforcing the option and using the $50,000 price in calculating the elective share; West Virginia Supreme Court reversed, holding the option lacked consideration, functioned as a will substitute, and cannot defeat the surviving spouse’s elective share.
Issues
| Issue | Plaintiff's Argument (Doris Young) | Defendant's Argument (Son) | Held |
|---|---|---|---|
| Was the Option Agreement supported by legally sufficient consideration? | No — recital is bare; promises were motive/illusory; son gave nothing legally binding in exchange. | Yes — option incorporated into amended partnership agreement and supported by the partnership's consideration; recital of consideration suffices. | Held: No — the 1987 amendment required new consideration; the option’s reciprocal promise was illusory and motives are legally insufficient, so consideration failed. |
| Was the Option Agreement a testamentary disposition / will substitute subject to elective-share rules? | Yes — it operated as a will substitute, shifting benefit at death while decedent retained control; therefore it should be included in augmented estate. | No — not gratuitous because son pays $50,000; it’s a contractual buy-sell, not a testamentary device. | Held: Yes — the option is a will substitute and functionally a device to pass property at death outside probate. |
| Can the fixed $50,000 option price be enforced against an electing surviving spouse for elective-share valuation? | No — enforcing it would defeat elective-share purpose; price is not full and adequate consideration and is not reflective of fair market value. | Yes — contract terms, incorporated in partnership agreement, should govern and constitute fair valuation. | Held: No — public policy and elective-share statute override that contract term; the full value of the partnership interest must be included in the augmented estate. |
| Remedy / next step | Seek full inclusion of decedent’s 1/2 partnership interest in augmented estate and valuation accordingly. | Seek specific performance / conveyance at $50,000. | Held: Reversed summary judgment for son; remanded to determine fair valuation of decedent’s undivided one-half interest under the Uniform Partnership Act. |
Key Cases Cited
- Painter v. Peavy, 192 W. Va. 189, 451 S.E.2d 755 (W. Va. 1994) (summary-judgment standard reviewed de novo)
- Thomas v. Mott, 74 W. Va. 493, 82 S.E. 325 (W. Va. 1914) (no promise is valid without legal consideration)
- Tabler v. Hoult, 110 W. Va. 542, 158 S.E. 782 (W. Va. 1931) (definition of valuable consideration includes benefit to promisor or detriment to promisee)
- Banner Window Glass Co. v. Barriat, 85 W. Va. 750, 102 S.E. 726 (W. Va. 1920) (promise must impose legal liability to constitute consideration)