535 N.E.2d 321 | Ohio Ct. App. | 1987
This is an appeal by plaintiff from a summary judgment in defendants' favor granted by the court of common pleas. The court found that plaintiff's claim was statutorily barred by the three-month filing provisions of R.C.
Carl Williamson ("decedent") died intestate on March 6, 1985. Mrs. Williamson ("defendant"), decedent's spouse, was appointed administratrix of Mr. Williamson's estate on March 13, 1985.
Subsequently, defendant received a payment of $210,000 as proceeds from a policy of insurance issued on the life of decedent. This policy had been procured by the Spaceway Distribution and Storage Co., Inc. ("plaintiff") and apparently named defendant as the beneficiary.
Plaintiff, by letter dated July 18, 1985, made demand of defendant for the return of twenty-five shares of stock issued by plaintiff to decedent. The basis for this request was an alleged *188 "buy-sell" agreement among the shareholders of plaintiff. Plaintiff contended that the shareholders, including decedent, had agreed to sell their shares in the corporation only to plaintiff, with the repurchase to be secured by the proceeds from life insurance policies on the individual shareholders.
When defendant failed to comply with plaintiff's demand for the return of the stock, the instant cause was initiated on September 6, 1985. Defendants moved the court, pursuant to Civ. R. 56, for summary judgment, setting up the three-month claim-filing period of R.C.
Plaintiff, on appeal, asserts two assignments of error:
"I. One who claims to be an equitable owner of assets being administered in an estate or being held by the administrator or executor is not required to present a claim to the executor before bringing an action to recover the asset. Such person is not a `creditor' of the estate, and is not required to present the claim in the manner provided by O.R.C.
"II. In a suit filed against the administrator of a decedent's estate and the heirs of the decedent and the beneficiary of a life insurance policy purchased in conjunction with a buy-sell agreement among shareholders in a corporation, a court commits error when it awards summary judgment in favor of the administrator, heirs and beneficiary, when the beneficiary acknowledges receipt of the insurance proceeds and refuses to relinquish the shares of the corporation or her claim of ownership of the shares."
Plaintiff, by way of its first assignment of error, presents a novel and complex issue which invokes an analysis of the Probate Code, corporation law and Article 8 of the Uniform Commercial Code (R.C. Chapter 1308). Apparently, the precise issue has not received much attention, either by courts of this state or elsewhere.
Since the precipitating factor which led to this suit was the death of Mr. Williamson, R.C.
"(A) All creditors having claims against an estate including claims arising out of contract, out of tort, on cognovit notes, or on judgments, whether due or not due, secured or unsecured, liquidated or unliquidated, shall present their claims in one of the following manners:
"(1) To the executor or administrator in a writing;
"(2) To the executor or administrator in a writing, and to the probate court by filing a copy of the writing with it.
"(B) All claims shall be presented within three months afterthe date of the appointment of the executor or administrator,
except that claims for assessments for personal and intangible property taxes, interest, and penalties for which the decedent was personally liable shall be presented by the tax commissioner or his agent within three months after the filing of the estate tax return prescribed by section
Although plaintiff concedes that it did not comply with the three-month presentment requirement of R.C.
* * *1
The issue before this court is whether plaintiff has an equitable interest, and the nature of that interest, in the twenty-five shares held by defendant. If plaintiff is an equitable owner of the stock, then clearly it was not required to present its claim within the three-month provision of R.C.
While the court below failed to specifically address this issue, the question — being legal rather than factual — is susceptible of review on appeal. We conclude, for the reasons which follow, that plaintiff had no equitable interest in the twenty-five shares at the time of decedent's death.
The essence of plaintiff's argument sounds in unjust enrichment. Plaintiff argues that defendant will be unjustly enriched if she is allowed to retain both the life insurance proceeds and the stock.
Courts act to prevent unjust enrichment in a variety of circumstances. Most frequently, however, equitable interests in personalty find protection in two manners. The first is where the equitable interest is in the nature of a lien. Equitable interests also are protected where the court engrafts a constructive trust on the property in favor of the complaining party. 5 Scott on Trusts (3 Ed. 1967) 3410-3426, Sections 461-463.
To the extent that plaintiff's claim is premised on its interests in the stock acquired through the payments of decedent's life insurance premiums, the interest is in the nature of an equitable lien. See, e.g., Klaustermeyer v. Cleveland TrustCo. (1913),
It is clear that equitable liens are, by and large, an equitable formulation of security interests. See, e.g.,Klaustermeyer, supra; see, also, General Ins. Co. of America v.Lowry (S.D. Ohio 1976),
Despite the fact that R.C.
Plaintiff's claim, based on its status as equitable owner, invokes the remedy of constructive trust. See Ferguson v. Owens
(1984),
Clearly, plaintiff's claim of ownership could not have matured until Mr. Williamson died. It is undisputed that he owned the entire interest in the shares, subject only to the terms of an alleged buy-sell agreement. Hence, plaintiff's beneficial interest could arise, if at all, only at the time of decedent's death. Conversely, defendant's duty to hold the shares in constructive trust could not have obtained until subsequent to her husband's death.
It follows, then, that plaintiff's claim arises only under decedent's estate. That is, plaintiff's ownership interest was not extant until after Mr. Williamson died. As such, we believe that R.C.
Staley, supra, does not require a different result. In that case, Mrs. Staley had delivered to the Kreinbihl's decedent, one Phil M. Crow, the sum of $10,053.63 to be kept by Judge Crow until Staley demanded the return of the money. The Supreme Court of Ohio, confronted with the four-month provision of G.C. 10509-112 (the predecessor of R.C.
Here, even assuming that plaintiff might properly press its claim for a constructive trust, it is a claim against the estate
of Mr. Williamson. Hence, the claim present in this cause is legally distinct from that present in Staley, supra. Accordingly, we hold that where an equitable claim of ownership exists by virtue of an alleged contract with the decedent and only arises upon or subsequent to the death of the decedent, it is a claim against the estate and must be presented within the time limit prescribed by R.C.
In its second assignment of error, plaintiff contends that the court below improperly granted summary judgment in defendants' favor. This assignment of error is predicated on plaintiff's belief that there existed a genuine dispute as to the issue of whether a buy-sell agreement existed and, if so, to whom the benefit of the agreement ran.
Plaintiff's argument, of course, proceeds on the assumption that R.C.
Both assignments of error are found not well-taken and are overruled. The judgment of the common pleas court is affirmed.
Judgment affirmed.
COOK and STEPHENSON, JJ., concur.
COOK, J., of the Eleventh Appellate District, sitting by assignment in the Tenth Appellate District.
STEPHENSON, J., of the Fourth Appellate District, sitting by assignment in the Tenth Appellate District.
Although not apparent on the record before this court, if the twenty-five shares constitute "securities" as defined in R.C.
