848 N.W.2d 611
Neb.2014Background
- Decedent Ralph Greb died leaving two children, Richard and Nanette; First Nebraska Trust Company (FNTC) served as personal representative and proposed direct in-kind distribution to beneficiaries.
- FNTC’s inventory identified two multiple-party bank accounts (U.S. Bank and Wells Fargo) listed as joint-tenancy/nonprobate and 301 shares of G&G Sheet Metal Company (G&G) stock.
- Nanette disputed: (1) that the bank accounts had survivorship rights and thus should be probate assets, and (2) that G&G had been involuntarily dissolved in 1999 so postdissolution transfers/transactions were void and Ralph’s transferred shares should be in the estate.
- Richard asserted the Wright Notes (debts claimed by the estate against Nanette/John Wright) were joint and several and thus should be converted to cash and distributed to him, not split in kind.
- Evidence showed Wells Fargo (via predecessor signature card) and U.S. Bank statements listing joint owners; Richard testified both accounts were intended to have rights of survivorship. Evidence also showed G&G continued corporate activities after dissolution. The county court overruled objections and approved in-kind distribution; Nanette appealed and Richard cross-appealed.
Issues
| Issue | Plaintiff's Argument (Nanette or Richard) | Defendant's Argument (Other party / Estate) | Held |
|---|---|---|---|
| Whether U.S. Bank and Wells Fargo accounts are probate assets or pass by survivorship | Nanette: no proof accounts had survivorship rights; proceeds are probate property | Estate/FNTC & Richard: accounts were joint with right of survivorship; proceeds pass to surviving joint owner | Court: Nanette bore burden to prove no survivorship; failed to do so; accounts excluded from estate |
| Whether G&G’s postdissolution acts and stock transfers are void and subject to collateral attack | Nanette: involuntary dissolution (1999) voided later transfers/payments; she may attack corporate status as private party | Estate/FNTC & Richard: G&G operated as a de facto corporation; private party lacks standing to collaterally attack status | Court: G&G continued as de facto corporation; Nanette lacked standing; transfers not void |
| Whether de facto corporation doctrine survives Business Corporation Act | Nanette: doctrine abolished by statute | Estate: doctrine remains; Ethanair precedent applies | Court: doctrine retained in Nebraska; Ethanair controls |
| Whether Wright Notes should be distributed in kind or converted because Nanette is liable on notes under Arizona law | Richard: apply Arizona law; community property exposes Nanette — distribution in kind impracticable; convert to cash for Richard | Court/FNTC & Nanette: Nebraska law governs; she is not liable; in-kind equal distribution is practicable | Court: conflict existed but most contacts point to Nebraska law under Restatement §188; Nanette not liable; equal in-kind distribution approved |
Key Cases Cited
- Eggleston v. Kovacich, 274 Neb. 579 (determination of account survivorship relies on contract of deposit form)
- Ethanair Corp. v. Thompson, 252 Neb. 245 (de facto corporation doctrine and collateral attack standing)
- Krzycki v. Krzycki, 284 Neb. 729 (burden and standard for proving depositor intent in account disputes)
- American Nat. Bank v. Medved, 281 Neb. 799 (choice-of-law preliminary step: verify actual conflict between state laws)
- Holdsworth v. Greenwood Farmers Co-op, 286 Neb. 49 (appellate scope on unnecessary analysis)
- In re Estate of Odenreider, 286 Neb. 480 (probate appellate review principles)
- In re Estate of Hedke, 278 Neb. 727 (probate factual findings have verdict effect)
- Johnson v. United States Fidelity & Guar. Co., 269 Neb. 731 (adoption of Restatement (Second) of Conflict of Laws §188 for contract choice-of-law)