Like a contract, the terms of a will are strictly construed by most courts. The intent of the person executing the will is the “polestar.” Most courts determine intent from a plain reading of the language in the properly executed will. In this case, a son challenged a trial court ruling that he was ineligible to purchase stock options under his mother’s will, because he had failed to comply with the accelerated procedures set forth in the terms of the will. The Iowa Court of Appeals found that the son had forfeited his rights under the will by his non-compliance with the time frame.
The mother died in 2005, in possession of 86 shares of stock in a Dubuque corporation. In a codicil to her last will and testament, she gave her son the option to purchase the shares, provided he exercise the option by providing notice to the executors with 30 days of his notification. The codicil further provided that the cost per share would be determined by the executor’s assessment of the fair market value of the shares. In the case that an agreement over price could not be reached, the will provided that a certified appraiser, chosen by both parties, would ultimately determine the price. The final purchase of the stock shares was to be completed within six months of the mother’s death.
The son did provide notice in a timely manner to the executor that he would be exercising his option to purchase the shares, however, he failed to respond to the executor’s inquiries regarding fair market value and a possible appraisal. Months later, the executor sent notice to the son asking whether he intended to exercise his option to purchase the shares, as a certified appraisal of the shares had been completed. The son did not respond, leading the executor to file a motion with the court indicating that the son had waived his rights to the stock.
Following the application to the court, the son finally responded, indicating that the certified appraisal did not comport with the requirement’s under the codicil to his mother’s will. Specifically, the son had issues with the date of the accountant’s valuation and the identity of the certified appraiser. Son further argued that he did not “personally” receive the executor’s correspondence in the prior months, but that he had instructed his prior attorney to respond to the letters. At trial, the court determined that the son did not properly comply with the codicil’s time constraints and had not even provided his own proposed valuation.
On appeal, the son argued that the trial court improperly misconstrued the terms of the codicil. In response, the court stated that the record below showed that the son’s inattention to the deadlines imposed in the codicil actually frustrated his mother’s intent. The weight of the evidence showed that the son continually ignored the executor’s requests for his input, thus delaying the administration of the estate. Ultimately, the court determined that the son forfeited his option to purchase the stock under his mother’s will. Inattentiveness to deadlines in a situation where “time is of the essence” is not looked upon kindly by the court. In the Matter of the Estate of Wilson, No. 7-616/07-0082, 2007 Iowa App. LEXIS 992 (Sep. 19, 2007)