Estate of Francisco Rodriguez
04-17-00005-CV
| Tex. App. | Jan 10, 2018Background
- Decedent Francisco Rodriguez left a will creating a testamentary trust; his son Frank was named independent executor and trustee.
- The residuary estate (including a Ranch) was placed in the trust for four beneficiaries: Frank, two of his siblings, and Blanca (daughter‑in‑law).
- The Will/trust granted Frank express, mandatory powers to sell trust estate assets; it also stated the testator’s “desire” that the Ranch remain intact if reasonable.
- Frank entered a contract, as executor/trustee, to sell the Ranch to Christians for $259,900; Blanca (a beneficiary) later offered more but Frank refused.
- Blanca sued to enjoin the sale, alleging the trust created a right of first refusal in favor of beneficiaries; Christians intervened seeking specific performance.
- Trial court denied Blanca’s summary judgment, granted Christians’s summary judgment, ordered conveyance to Christians, and severed claims between Blanca/Frank and Christians; appeal followed.
Issues
| Issue | Plaintiff's Argument (Blanca) | Defendant's Argument (Christians/Frank) | Held |
|---|---|---|---|
| Whether the trust created a right of first refusal for beneficiaries | The trust language and testator statements establish beneficiaries must be offered the Ranch first | The Will/trust gives the trustee express power to sell and contains no right of first refusal | No — no right of first refusal was created; trustee could sell |
| Whether the phrase “my desire my ranch stay intact” is mandatory | The word “desire” reflects an intent to constrain sale (mandatory) | The phrase is precatory and does not limit trustee’s express sale powers | Precatory — not mandatory; does not restrict trustee’s sale power |
| Whether trustee’s express sale powers are limited by other trust clauses | Clauses limiting beneficiary transfers infer a limit on trustee’s sale authority | Sale clauses use mandatory language granting broad authority to dispose of trust corpus | Trustee’s mandatory sale powers control; no limiting right in the trust |
| Whether Christians’ failure to obtain trust/Will copies defeats conveyance | Lack of due diligence means sale is encumbered by an alleged first‑refusal right | Even if Christians failed to inquire, no first‑refusal existed to encumber the sale | No impact — because no first‑refusal exists, Christians’ conduct does not void conveyance |
Key Cases Cited
- Diversicare Gen. Partner, Inc. v. Rubio, 185 S.W.3d 842 (Tex. 2005) (summary judgment standard)
- Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (de novo review of summary judgment)
- Sw. Bell Tel., L.P. v. Emmett, 459 S.W.3d 578 (Tex. 2015) (reviewing competing summary judgment motions)
- San Antonio Area Found. v. Lang, 35 S.W.3d 636 (Tex. 2000) (four‑corners rule; will construction)
- Shriner’s Hosp. v. Stahl, 610 S.W.2d 147 (Tex. 1980) (four‑corners rule in will construction)
- Frost Nat’l Bank v. Newton, 554 S.W.2d 149 (Tex. 1977) (no speculation where will unambiguous)
- Tenneco, Inc. v. Enter. Prods. Co., 925 S.W.2d 640 (Tex. 1996) (definition and operation of right of first refusal)
- City of Brownsville v. Golden Spread Elec. Co‑op., Inc., 192 S.W.3d 876 (Tex. App.—Dallas 2006) (right of first refusal requires offer to holder on same terms)
- Comeaux v. Suderman, 93 S.W.3d 215 (Tex. App.—Houston [14th Dist.] 2002) (right of first refusal principles)
- Ingrum v. Ingrum, 520 S.W.2d 535 (Tex. Civ. App.—San Antonio 1975) (executor powers to dispose of property contain no implicit limits)