Argued
December 3, 2018
Procedural
History
Action
to recover damages for, inter alia, vexatious litigation, and
for relief, brought to the Superior Court in the judicial
district of Tolland, where the defendants filed a
counterclaim; thereafter, the court, Graham, J.,
granted the plaintiff's motion to dismiss the
counterclaim; subsequently, the court, Sferrazza,
J., granted in part the plaintiff's motion for
summary judgment and denied the defendants' motion for
summary judgment; thereafter, the court, Cobb, J.,
denied the motion to dismiss filed by the named defendant;
subsequently, the matter was tried to the court, Cobb.,
J.; judgment for the defendants; thereafter, the court
granted the plaintiff's motion for reargument and
reconsideration, and rendered judgment in part for the
plaintiff, from which the defendants appealed and the
plaintiff cross appealed to this court. Reversed in
part; further proceedings.
Bruce
D. Tyler, self-represented, and Jay M. Tyler,
self-represented, the appellants-cross appellees
(defendants).
Bruce
S. Beck, for the appellee-cross-appellant (plaintiff).
Sheldon, Keller and Moll, Js. [*]
OPINION
KELLER, J.
The
plaintiff, Richard Tatoian, in his capacity as trustee of the
Ruth B. Tyler Irrevocable Trust, brought the underlying
vexatious litigation action against the defendants, Bruce D.
Tyler (Bruce Tyler) and Jay M. Tyler (Jay Tyler). The
defendants are among the beneficiaries of the trust. In 2010,
Jay Tyler commenced an action (prior action) against, among
others, the plaintiff and Bruce Tyler. Jay Tyler named the
plaintiff as a defendant in all seven counts of his
complaint, but counts three through seven of the complaint
were brought against the plaintiff exclusively. Essentially,
with respect to the plaintiff, Jay Tyler alleged in his
complaint that, in a variety of ways, the plaintiff had
performed deficiently as trustee and sought money damages and
equitable relief. In 2011, Bruce Tyler brought a cross
complaint in the prior action. All four counts of the cross
complaint, which was brought against the plaintiff
exclusively, are nearly identical to the claims raised in
counts four through seven of the complaint. Bruce Tyler
sought, inter alia, money damages. After the plaintiff
prevailed in the prior action, he commenced the present
action, sounding in common-law and statutory vexatious
litigation, for, inter alia, attorney's fees and costs he
incurred, on behalf of the trust, in defending himself in the
prior action. Following a court trial in the present action,
the trial court found that the defendants lacked probable
cause to bring one of the claims against the plaintiff in the
prior action. Accordingly, the court rendered judgment in
part in the plaintiff's favor and awarded him a portion
of the attorney's fees and costs he incurred in defending
the prior action.
The
defendants appeal from the judgment of the trial court and
raise the following claims: (1) the court lacked subject
matter jurisdiction over the plaintiff's causes of action
because he lacked standing at the time of the commencement of
the present action; (2) the court improperly failed to
consider whether the settlor of the trust, Ruth B. Tyler
(Ruth Tyler), was subjected to undue influence in connection
with the creation of the trust; (3) the court misinterpreted
relevant law in its analysis of whether, in the prior action,
the defendants had probable cause to claim that the plaintiff
had violated General Statutes § 45a-541c by failing to
diversify trust assets; and (4) the court misinterpreted
relevant law in its analysis of whether the plaintiff could
prevail in the present action merely by demonstrating that
the defendants lacked probable cause to bring one of the
claims that they brought against him in the prior action.
The
plaintiff cross appeals from the judgment of the trial court.
He claims that, although the court properly concluded that
one of the claims raised against him by the defendants in the
prior action was not supported by probable cause, the court
erroneously failed to conclude that the defendants lacked
probable cause to bring the remaining claims and had acted
with malice in bringing the claims.[1]
We
disagree with the claims raised in the defendants' appeal
but agree, in part, with the claim raised in the
plaintiff's cross appeal. Accordingly, we affirm in part
and reverse in part the judgment of the trial court.
I
FACTS
AND PROCEDURAL HISTORY
In its
initial memorandum of decision, the court found the following
facts, many of which are not in dispute: ‘‘The
defendants, [Jay Tyler] and [Bruce Tyler], are the sons of
the late [Ruth Tyler]. The defendants . . . have three
brothers; Thomas J. Tyler [(Thomas Tyler)], Russell J. Tyler
[(Russell Tyler)], and John E. Tyler, Jr. [(John Tyler,
Jr.)].
‘‘Bruce
Tyler and Thomas Tyler are attorneys licensed to practice in
this state.
‘‘In
1984, [Bruce Tyler] represented his mother, Ruth Tyler, in
executing a will that stated that the Tyler child with the
lowest net worth would receive enough money from her estate
to equalize that child's net worth with that of the
sibling with the second lowest net worth. [Bruce Tyler] gave
Ruth Tyler the original of the 1984 will and he kept a copy
for his records. [Bruce Tyler] did not tell his siblings
about the 1984 will or provide them with a copy because he
understood that as her attorney he had an obligation not to
disclose such information without her consent.
‘‘Under
the 1984 will, [Jay Tyler], the youngest of Ruth Tyler's
five sons, would have received the entirety of Ruth
Tyler's estate. [Jay Tyler] first learned about the 1984
will from [Bruce Tyler] after Ruth Tyler died in 2010.
‘‘In
1988, Ruth Tyler and her husband, John Tyler, the
defendants' father, executed new wills in which they
divided their assets equally among their five sons. This 1988
will was also prepared by [Bruce Tyler], who was present when
the will was executed and took the oaths. [Bruce Tyler] did
not tell Jay Tyler that their parents had changed the will to
leave their estate to their five children equally. At trial,
[Bruce Tyler] claimed that he did not recall preparing the
1988 will for his parents.
‘‘In
1990, Ruth and John Tyler took out a loan on the family home
in order to loan Jay Tyler $50, 000. [Bruce Tyler] assisted
his parents in obtaining the bank loan. Under his agreement
with his parents, [Jay Tyler] was required to pay back the
loan in full with interest and to make monthly payments to
his parents.
‘‘In
1991, [Bruce Tyler] borrowed $25, 000 from his parents to use
for college tuition. He, too, was required to pay back this
loan with interest. [Bruce Tyler] repaid his parents at least
$10, 000 on this loan.
‘‘John
Tyler, Ruth Tyler's husband, died in 1997.
‘‘In
1999, Ruth Tyler executed a new will with the assistance of
her son, Thomas Tyler. Under this will, Ruth's five sons
would share equally in her estate; however, any outstanding
loan amounts owed to her would be deducted from that
child's share of the estate and redistributed to the
others. At that time, she [granted] her son [John Tyler, Jr.]
her power of attorney.
‘‘[Bruce
Tyler] could not recall if his mother told him about the 1999
will. [Jay Tyler] was not aware of the 1999 will until after
his mother died.
‘‘On
August 3, 2004, the plaintiff received a call from Thomas
Tyler notifying him that his mother, Ruth Tyler, would be
calling him to discuss estate planning. The next day, Ruth
Tyler called the plaintiff, and they met on August 10, 2004.
The plaintiff is an attorney who has practiced in Enfield for
forty years in the area of trusts, wills, and estates. He had
known Ruth Tyler for fifty years, as their families were
neighbors.
‘‘At
their meeting on August 10, 2004, Ruth Tyler explained that
she had prepared a will in 1999, which she wished to
maintain. She also told the plaintiff that she wanted to
create a trust to preserve her assets in the event she went
into a nursing home. They also discussed the execution of a
living will and revised power of attorney, again designating
her son, [John Tyler, Jr.]. The plaintiff met with [John
Tyler, Jr.], who held Ruth Tyler's power of attorney, and
he gave the plaintiff a copy of the 1999 will.
‘‘The
plaintiff prepared the trust based on Ruth Tyler's
instructions and explained its contents to her in detail. In
order to accomplish Ruth Tyler's purpose to preserve her
assets and avoid probate, the trust was irrevocable. The
plaintiff was made the trustee of the trust. Ruth Tyler
agreed to the trust provisions.
‘‘The
trust adopted the provisions of the 1999 will, and provided
that Ruth Tyler's five sons would share equally in her
estate, ‘subject to the direction that any sums due and
owing to the [g]rantor [Ruth Tyler] by her sons [Bruce Tyler
and Jay Tyler], shall be deducted from any share which they
are to receive' under the trust.
‘‘According
to the trust, the trustee had ‘full power and authority
to manage and control the trust estate,' which included
the right to invest and reinvest the trust assets. ‘The
trustees may make and change such investments from time to
time according to their discretion; and they may continue to
hold any stocks, securities or other property received by
them hereunder, without any duty of diversification.'
During his time as trustee, the plaintiff had discussions
with an investment advisor but decided not to make any trades
or any changes to the investments of the trust assets.
‘‘Under
the section [of the trust entitled ‘(t)rustee
(a)ccountings'], the trust provides: ‘The [t]rustee
shall render an account at least once each twelve months to
each adult beneficiary . . . . The account shall show the
receipts, disbursements and distributions of principal and
income since the last accounting, and the assets on hand. If
no objection shall be made to any account so rendered within
ninety (90) days after a copy thereof has been deposited in
the mail addressed to any person entitled thereto, as here in
above provided, such beneficiary shall be conclusively
presumed to have approved or assented to all actions
reflected in the account so rendered.' Prior to Ruth
Tyler's death, the plaintiff only sent accountings to
Ruth Tyler and [John Tyler, Jr.].
‘‘The
trust identifies Ruth Tyler as grantor and refers to her as
grantor throughout the trust. Although the trust includes
some limited definitions, it does not define the term
‘beneficiary.'
‘‘The
trust contains an incontestability of trust clause, which
provides that ‘if any beneficiary' under the trust
shall contest the validity of the trust, they shall not be
entitled to any benefit under the trust.
‘‘The
trust also provides a provision entitled ‘Exculpation
of Individual Trustees' that provides: ‘No
individual trustee shall be liable [for] any mistake or error
of judgment, or for any action taken or omitted, either by
the trustee or by any agent or attorney employed by the
trustee, or for any loss or depreciation in value of the
trust, except in the case of willful misconduct.'
‘‘After
the trust was executed, Ruth Tyler's assets were
transferred to the trust. The assets included Bank of America
stock held by Smith Barney as the investment advisor. The
Bank of America stock had been owned by Ruth and John Tyler
for many years. At year end in 2006, the trust estate had a
value of just under $500, 000, with $362, 504 attributed to
stocks. At some point, Ruth Tyler sold her home and those
cash proceeds were added to the trust, making the value of
the trust approximately $500, 000.
‘‘Neither
defendant Bruce Tyler [nor] Jay Tyler [was] aware that their
mother created the trust until after her death in 2010;
however, both were aware that she had wanted to do so.
‘‘Ruth
Tyler died on April 1, 2010.
‘‘The
plaintiff liquidated the assets of the trust and converted
them to cash for distributions to the beneficiaries. He also
prepared accountings, which he filed with the Probate Court,
and provided to the defendants. At that time, the value of
the trust assets had decreased substantially to approximately
$270, 000, with the stock value having decreased to
approximately $146, 000 from its high several years before of
$362, 504.
‘‘After
Ruth Tyler's death, Bruce Tyler told Jay Tyler . . .
about the trust, and Bruce Tyler told Jay Tyler about the
1984 will. When [Jay Tyler], who is not a lawyer, learned
about the trust, he had concerns that the plaintiff had kept
the trust a secret and should have been providing him
accountings during his mother's lifetime. Although [Jay
Tyler] disputed that he owed his mother any money, he was
also concerned that his mother's trust essentially
disinherited him, which he did not believe she would do,
leading him to believe that she had been influenced by Thomas
Tyler. Jay Tyler believed that the plaintiff had conspired
with Thomas Tyler and that they had unduly influenced Ruth
Tyler to ‘cheat' him out of his inheritance. Jay
Tyler claimed that Thomas Tyler was not a nice person and
enjoyed ‘putting Jay down,' and [that] the fact
that Thomas Tyler was aware of the trust and will, was a
‘red flag.' Also, when Jay Tyler learned from Bruce
Tyler that the trust had decreased substantially in value, he
was concerned that the plaintiff had not complied with
prudent investor rules, which he learned about from Bruce
Tyler.
‘‘[Jay
Tyler] decided that he wanted to bring a lawsuit for the
purpose of seeking to have the 1984 will deemed operative,
and pursuant to which he would benefit substantially. He
asked his brother Bruce Tyler for assistance. At first, Bruce
Tyler declined and told Jay Tyler to contact an attorney.
When he spoke to Bruce Tyler a second time and again sought
his assistance, Bruce Tyler agreed to help Jay Tyler with the
paperwork. Bruce Tyler told Jay Tyler that he was not his
attorney and that he was acting on his own.
‘‘With
Bruce Tyler's assistance, Jay Tyler prepared a complaint
against all of his brothers, including Bruce Tyler, who were
the other beneficiaries of the trust and heirs under the 1999
will, and the plaintiff as trustee. The suit was served on or
about December 23, 2010, and was filed in [the judicial
district of Fairfield at Bridgeport] on January 28, 2011. . .
.
‘‘[Jay
Tyler's] initial complaint alleged that the plaintiff had
conspired [with Thomas Tyler] to keep the trust and the 1999
will a secret from him, that as a result of this conspiracy,
Jay Tyler was wrongfully deprived of his share of Ruth
Tyler's estate, and that the plaintiff had a duty to
communicate with Jay Tyler and to furnish him annual accounts
of the trust during Ruth Tyler's lifetime and failed to
do so. He also made claims of undue influence against Thomas
Tyler.
‘‘[Bruce
Tyler] admitted all of the allegations of Jay Tyler's
complaint and filed a cross complaint against the plaintiff,
dated March 21, 2011. In that complaint, Bruce Tyler asserted
that the plaintiff had a duty to provide him with accountings
for the trust during Ruth Tyler's lifetime, and that the
plaintiff had violated General Statutes § 45a-541,
because he failed to act as a ‘prudent investor' in
investing and managing the assets of the trust. Bruce Tyler
also alleged that the plaintiff failed to diversify the
investments of the trust in violation of the same statute,
and that his failure to provide accountings to Bruce Tyler
during Ruth Tyler's lifetime deprived him of his right to
seek an order from the Probate Court to compel the plaintiff
not to maintain the securities he had received in the trust,
which right was claimed to be afforded by General Statutes
§ 45a-204.
‘‘On
October 11, 2011, Bruce Tyler amended his cross complaint,
with the court's permission, to proceed against the
plaintiff's investment adviser and his employer, alleging
that they were liable because the plaintiff had relied on
their advice and management of the securities in the trust
account. On February 7, 2012, Bruce Tyler's cross
complaint against the investment adviser and his employer was
dismissed for lack of standing.
‘‘On
April 10, 2012, [Bruce Tyler] amended his cross complaint
against the plaintifftoaddan additional claim alleging that
the plaintiff should have sued an investment advisor who had
provided advice seeking to recover the lost value of stocks
owned by the trust and that the plaintiff was therefore
liable to Bruce Tyler.
‘‘On
June 21, 2012, [Jay Tyler] amended his complaint adding all
of the additional claims against the plaintiff that had been
previously made by Bruce Tyler in his cross complaint against
the plaintiff.[2]
‘‘Judgment
entered in favor of the plaintiff on Jay Tyler and Bruce
Tyler's operative complaints after the partial granting
of summary judgment and a jury verdict.[3]
‘‘To
defend the claims against him in the [prior] action, the
plaintiff, on behalf of the trust, hired counsel and has
incurred attorney's fees in the amount of $114, 889 and
costs in the amount of $2111.82.'' (Footnotes added
and footnotes omitted.)
In
support of his vexatious litigation claims in the present
action, the plaintiff, in his capacity as trustee, relied on
the claims brought against him in the prior action in both
the operative complaint brought by Jay Tyler and the
operative cross complaint brought by Bruce Tyler. The
plaintiff also alleged that all of the counts brought against
him either were terminated by way of summary judgment or
resolved by a jury in his favor. The plaintiff alleged that
‘‘[a]lthough . . . [Bruce Tyler] was named as a
defendant in the complaint and in the amended complaint
[brought by Jay Tyler], in reality . . . [Bruce Tyler] and .
. . Jay Tyler were not adversaries but were, in fact, acting
in concert. Moreover, in addition to filing his cross
complaint and the amendments thereto . . . [Bruce Tyler]
directed and controlled the initiation of the action,
including preparing and arranging for service of the
complaint and all other relevant pleadings filed by . . .
[Jay Tyler] as were necessary for the commencement and
prosecution of the action.''
In
count one, the plaintiff asserted a cause of action sounding
in common-law vexatious litigation, seeking compensatory and
punitive damages. The plaintiff alleged in relevant part:
‘‘The action, including the complaint and cross
complaint, was brought and prosecuted by the defendants
without probable cause in that the defendants lacked
knowledge of the facts, actual or apparent, strong enough to
justify a reasonable belief that they had lawful grounds to
bring and prosecute the causes of action alleged against the
plaintiff.'' The plaintiff alleged that
‘‘[i]n bringing and prosecuting the [prior]
action, [the] defendants acted with malice based on one or
more of the following: [a] [the] defendants lacked probable
cause to bring and prosecute the action; [b] the action was
brought and prosecuted primarily for an improper purpose; [c]
the defendants knew or reasonably should have known that they
had no valid claim against the plaintiff based on the facts
asserted in the complaint, amended complaint, cross complaint
and amended cross complaint and/or that any claims made by
the defendants against the plaintiff would have been barred
by the provisions of the trust or the laws of the state of
Connecticut.'' The plaintiff alleged that
‘‘[t]he aforesaid actions on the part of the
defendants were taken with a malicious intent unjustly to
vex, annoy and harass the plaintiff'' and
‘‘constitute vexatious litigation under
Connecticut common law.'' The plaintiff alleged that
he had incurred attorney's fees and costs in defending
the prior action and bringing the present action.
In
count two, the plaintiff, relying on the allegations set
forth in count one, asserted a claim of statutory vexatious
litigation, seeking double damages pursuant to General
Statutes § 52-568 (1).[4]
In
count three, the plaintiff, also relying on allegations set
forth in count one, asserted a claim for statutory vexatious
litigation, seeking treble damages pursuant to § 52-568
(2).[5]
The
defendants separately filed answers and special defenses in
which they denied the allegations that the complaint and the
cross complaint had been brought without probable cause, that
they had acted with malice in bringing and prosecuting the
prior action, and that their actions had constituted
vexatious litigation under the common law or §
52-568.[6] The respective pleadings filed by the
defendants mirrored one another. First, the defendants
claimed that, in bringing the prior action against the
plaintiff, they lacked the requisite intent to have engaged
in vexatious litigation. Second, the defendants claimed that
the plaintiff commenced the present action prior to the
termination of the prior action, thus depriving the court of
subject matter jurisdiction over the plaintiff's action.
Third, the defendants claimed that the plaintiff lacked the
authority under the trust to bring the present action.
Fourth, the defendants claimed the present action reflected
the plaintiff's improper motivation in that, rather than
acting in the best interest of the trust, he is motivated by
his own malice and vindictiveness toward the defendants and
not by any acts of the defendants. Fifth, the defendants
claimed that in the present action the plaintiff had violated
General Statutes § 52-226a by failing to obtain a
certificate from the court in the prior action confirming
that the action was vexatious in nature.[7] Sixth, the
defendants claimed that the plaintiff had engaged in fraud.
In his replies to the special defenses filed by the
defendants, the plaintiff denied each and every allegation
raised therein. Later, the court granted the plaintiff's
motion for summary judgment with respect to the second,
third, and fifth special defenses raised by the defendants.
At trial, the defendants expressly abandoned the first and
fourth special defenses.
After
the court, Cobb, J., denied a motion filed by Bruce
Tyler to dismiss the plaintiff's vexatious litigation
action, [8] a trial took place over the course of
three days in May, 2016. Thereafter, the parties submitted
posttrial briefs. On December 7, 2016, the court set forth
its ruling in a thorough memorandum of decision.
Having
set forth its findings of fact, which we previously have
recited in this opinion, the court addressed the merits of
the plaintiff's claims in relevant part as follows:
‘‘The cause of action for vexatious litigation
permits a party who has been wrongly sued to recover damages.
. . . In Connecticut, the cause of action for vexatious
litigation exists both at common law and pursuant to statute.
Both the common-law and statutory causes of action [require]
proof that a civil action has been prosecuted . . . .
Additionally, to establish a claim for vexatious litigation
at common law, one must prove want of probable cause, malice
and a termination of suit in the plaintiff's favor. . . .
The statutory cause of action for vexatious litigation exists
under § 52-568, and differs from a common-law action
only in that a finding of malice is not an essential element,
but will serve as a basis for higher damages. . . . In either
type of action, however, [t]he existence of probable cause is
an absolute protection against an action for malicious
prosecution, and what facts, and whether particular facts,
constitute probable cause is always a question of law. . . .
‘‘The
court concludes that the . . . commencement of the [prior]
action against the plaintiff [by Jay Tyler], and [the] . . .
cross complaint against the plaintiff [by Bruce Tyler],
satisfies the first element that they prose- cuted actions
against the plaintiff. The court also finds that the [prior]
action terminated in the plaintiff's favor, either by
summary judgment or a jury verdict in the plaintiff's
favor. Thus, the court must determine the remaining elements;
whether the [prior] action was prosecuted without probable
cause and with malice.
‘‘The
plaintiff conceded at argument that if he fails to prove his
vexatious litigation claim as to one of the defendants'
claims in the [prior] action, this action fails. As explained
below, the court finds that the plaintiff has failed to prove
the defendants' claim [in the prior action]-that the
plaintiff failed to provide them with accountings-lacked
probable cause, or that it was brought with malice. Because
the court finds [that] probable cause existed for this claim,
it is not necessary to address the other causes of action
brought by the defendants in the [prior] action. Similarly,
because the court finds the issues for the defendants, it is
unnecessary for the court to address the defendants'
remaining special defense [that was based on
fraud].'' (Citations omitted; internal quotation
marks omitted.)
After
discussing legal principles related to probable cause and
observing that its existence in a particular case is a
question of law, the court stated: ‘‘The
plaintiff claims that count four of [Jay Tyler's]
operative complaint and count one of [Bruce Tyler's]
cross complaint alleging that the plaintiff improperly failed
to provide them with accountings under the trust, lacked
probable cause. In support of this claim, the plaintiff
argues that this claim was disposed of in the plaintiff's
favor on summary judgment and that the language of the trust
is clear and did not require that accountings be provided to
the defendants. The court disagrees and finds that the
defendants had probable cause to bring these claims.
‘‘First,
adverse rulings in the underlying case on summary judgment or
otherwise do not equate to a lack of probable cause. . . .
‘‘Additionally,
the court has reviewed the trust and concludes that it is not
‘so clear,' as the plaintiff contends, such that
any layperson would understand it to allow for only one
interpretation. There is only one ‘Trustee
Accounting' provision in the trust, § 8 (h), which
provides in part that: ‘The
[t]rustee shall render an account at least once
each twelve months to each adult beneficiary and to the
natural or legal guardians, if any, of each minor or
otherwise legally disabled beneficiary then receiving or
entitled to receive income hereunder. The account shall
show the receipts, disbursements and distributions of
principal and income since the last accounting, and the
assets on hand. If no objection shall be made to any account
so rendered within ninety (90) days after a copy thereof has
been deposited in the mail addressed to any person entitled
thereto, as here in above provided, such beneficiary shall be
conclusively presumed to have approved or assented to all
actions reflected in the account so rendered.' ''
(Emphasis added.)
‘‘The
plaintiff provided accountings under this clause to Ruth
Tyler during her lifetime and [John Tyler, Jr.], her power of
attorney. The plaintiff did not provide accountings of the
trust holdings to the defendants or other heirs. The
plaintiff claims that the language of this accountings
provision ‘clearly' required him to provide
accountings only to ‘income' beneficiaries and that
Ruth Tyler was the only income beneficiary. Although the
court agrees that this is a valid interpretation of the
clause, it disagrees that it is the only possible
interpretation.
‘‘The
plaintiff's argument is dependent upon the court finding
that there is only one interpretation of the first sentence
of the accountings provision finding that the last phrase of
the first sentence, ‘entitled to receive income
hereunder,' modifies ‘adult beneficiary,' at
the beginning of the sentence. The court finds, however, that
there is another possible reading of this sentence, and that
is that the phrase ‘entitled to receive income
hereunder' modifies the category of recipients identified
immediately before it, that is, ‘natural or legal
guardians, if any, of each minor or otherwise legally
disabled beneficiary.' Thus, the court finds that the
provision is ambiguous, allowing for more than one
interpretation.
‘‘If
the phrase ‘entitled to receive income hereunder'
does not modify ‘adult beneficiary,' then there is
an argument that adult beneficiaries were entitled to
accountings under the trust. The term beneficiary is not
defined in the trust. The common definition of beneficiary is
‘the person designated to receive the income of a trust
estate.' . . . Thus, under the common understanding of
the word beneficiary, the defendants as recipients of
property under the trust are beneficiaries, and there can be
no claim that they are not adults.
‘‘Moreover
the trust identifies Ruth Tyler only as ‘the
[g]rantor,' and not as a beneficiary, although she was
entitled to receive payments under the trust. When the term
‘beneficiary' is used throughout the trust, it
appears to mean Ruth Tyler's heirs, and the defendants
are identified as heirs. For example, § 5 (f) of the
trust allows certain payments to minors or incapacitated
‘[b]eneficiaries,' and § 5 (m) provides that
the ‘[t]rustees shall not be liable to the [g]rantor,
any beneficiary, or . . .' suggesting that the words have
different meanings in the trust. The accounting provision
requires [accountings] to ‘adult beneficiar[ies]'
but does not require accountings to the
‘[g]rantor,' although the grantor received
accountings. The trust could have been drafted to include [a]
definition section that would have made its provisions
clearer.
‘‘Thus,
the court disagrees that the accountings clause of the trust
is ‘so clear' as to have only one meaning. The
court finds that it is susceptible to more than one
interpretation, one of which supports the defendants'
claim in the [prior] action that, as adult beneficiaries
under the trust, they were entitled to accountings. Thus, the
court finds that there was a reasonable basis for the
defendants' belief that they were beneficiaries under the
trust and, as such, were entitled to receive accountings from
the plaintiff. The plaintiff did not provide the defendants
with accountings during Ruth Tyler's lifetime. Had the
plaintiff done so, the defendants would have known that the
trust was declining significantly in value. Thus, the court
finds [that] there was probable cause for the defendants to
bring their claim against the plaintiff for failing to
provide accountings to them under the trust.
‘‘In
addition, the plaintiff has not established that the
so-called ‘[e]xculpation [c]lause' in the trust,
drafted by the plaintiff to protect the plaintiff, is
sufficient to establish that the defendants lacked probable
cause to bring this claim in the [prior] action. Under the
trust, the trustee shall not be subject to any liability,
‘except in the case of willful misconduct.' The
plaintiff argues that: ‘The meaning of this language is
clear to a layperson, and certainly is clear to an
attorney-that in order to have a claim against the plaintiff,
the defendants must allege, and moreover establish, that the
plaintiff engaged in wilful misconduct.' The plaintiff
claims that the defendants failed to plead ‘wilful
[misconduct]' or prove it at trial. The plaintiff
misconstrues the probable cause standard, which does not
require talismanic phrases in pleadings or that a defendant
prevail at trial. . . . This ‘exculpation' language
...