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Lyle Voga v. Linda Bryant Frisbee

October 19, 2012

LYLE VOGA, PLAINTIFF,
v.
LINDA BRYANT FRISBEE, INDIVIDUALLY AND AS TRUSTEE OF THE LEROY VOGA TRUST, DEFENDANT.



The opinion of the court was delivered by: Magistrate Judge Michael T. Mason

MEMORANDUM OPINION AND ORDER

Michael T. Mason, United States Magistrate Judge:

Before the court is defendant Linda Bryant Frisbee's ("defendant" or "Linda") motion to dismiss for failure to join indispensable parties or alternatively for abstention ([8], re-filed at [30]). After fully briefing the motion, the parties consented to the jurisdiction of the undersigned Magistrate Judge for all future proceedings pursuant to 28 U.S.C. § 636(c) [19]. For the reasons set forth below, defendant's motion to dismiss is granted in part and denied in part.

I. BACKGROUND

A. Allegations of Plaintiff's Complaint

On October 11, 2011, plaintiff Lyle Voga ("plaintiff" or Lyle"), an Illinois resident, filed a one-count complaint against his sister Linda, an Arkansas resident, alleging breach of fiduciary duty. The allegations of that complaint are as follows.

On January 22, 2003, LeRoy Voga ("LeRoy"), a farmer and father to Lyle, Linda, Lois Englert ("Lois"), and Larry Voga ("Larry"), executed the LeRoy Voga Trust (the "Trust") and named his children the beneficiaries. (Compl. ¶ 9.) Pursuant to the Trust, Linda was appointed sole trustee after LeRoy's death. (Id. ¶ 10.) Linda was also given power of attorney over LeRoy's affairs. (Id. ¶ 11.) The Trust consisted of farm land, machinery, bank accounts, stock, and other items of personal property. (Id. ¶ 12.) Under the terms of the Trust, Lyle, who helped his father for many years on the farm, was to receive one-half of the family farm property and the farm machinery. (Id. ¶ 14.) Linda and Larry were each to receive one-quarter of the farm property, and Lois was not to receive any of the farm property. (Id. ¶ 15.) Lyle alleges that when he received his copy of the Trust, "Schedule A," which was a list of assets, was not included in or attached to the Trust. (Id. ¶ 24.)

At some point prior to his death on September 26, 2006, LeRoy slipped into a coma and became incapacitated. (Compl. ¶ 16.) While LeRoy was in a coma, and "presumably the day before his death," Linda exercised her power of attorney and amended the Trust (the "Amendment"). (Id. ¶ 17.) The Amendment purported to provide Lois a share of the trust assets equivalent to the portions of farm land given to Linda and Larry, but did not specify which assets would make up Lois' share. (Id. ¶ 18-19.) In Lyle's opinion, the Amendment was "counter to the preservation of LeRoy Voga's Trust intent." (Id. ¶ 19.)

On February 6, 2007, about four months after LeRoy's death, Linda presented her siblings with a proposed agreement, titled "Agreement Between Co-Trustees" (the "Agreement"), which set forth how the Trust would be handled and which assets would make up Lois' share. (Compl. ¶ 20 & Ex. 1.) Among other things, the Agreement provided that Lois would receive "all cash liquid assets on hand at the time of LeRoy Voga's death," as well as "the revenue from the sale of all crops grown in 2006 or held in storage from previous years, less the direct cost of harvest." (Compl. at Ex. 1.) According to Lyle, however, there was no provision in his father's initial Trust "regarding the grain in the field or in bins." (Compl. ¶ 23.) The Agreement also contemplated that the farm land must be sold to pay taxes and expenses and that Lyle, Larry, and Lois would be co-trustees of the Trust. (Id. ¶ 22.) In a separate document, also dated February 6, 2007, Lyle, Larry, and Lois were in fact designated co-trustees. (See Mot. to Dismiss at Ex. 1.) Additionally, the Agreement included a provision that if any of the co-trustees brought a legal action against Linda, LeRoy's attorney, or his accountant, they risked being disinherited under the no-contest clause in the Trust. (Compl. Ex. 1.)

In early 2010, Lyle "acquired knowledge that he should have received the grain existing on the family farms" at the time of his father's death. (Compl. ¶ 25.) The grain had a value of over $100,000. (Id. ¶ 26.) Lyle also learned that he should have received certain personal property of substantial value. (Id. ¶ 27.) According to Lyle, because he did not receive the grain or valuable personal properly, "and due to the expenditure of legal fees to defend the interests he has received under the Trust," he has been unable to pay the estate tax Linda claims is due from him. (Id. ¶ 28.) This has resulted in a substantial federal estate tax lien on his farm land. (Id. ¶ 29.) Linda, however, no longer sustains a tax lien on her property, despite having paid much less than her proportionate share of the Trust's estate taxes. (Id. ¶ 30.)

In this action, Lyle alleges that Linda, as a fiduciary, breached her duties of loyalty, honesty, candor, and good faith by self dealing, acting with bias in favor of Lois, and attempting to divest Lyle of assets he should have received under the Trust.

(Compl. ¶ 34.) As a direct result of such breaches, Lyle claims he has lost substantial property interests, "is being dunned for an estate tax payment which is inequitable and not proportionate to his interest," suffers a tax lien on his property larger than what his equitable proportion of the estate tax should be, and has been forced to pay a substantial amount in attorney's fees. (Id. ¶ 35.) Linda now moves to dismiss the complaint, in part due to ongoing state court proceedings in the Circuit Court of Kendall County, which we turn to now.

B. Ongoing Kendall County Action

At some point in 2008, Centrue Bank filed an interpleader action (hereinafter, the "Centrue case") against the Voga children in the Circuit Court of Kendall County asking the court to determine who, if anyone, was entitled to $81,670 in cash found in LeRoy's safety deposit box at the bank. On August 26, 2010, Lyle filed a 13-count "Counter Complaint" against all of his siblings. (See Mot. at Ex. 3.) In his Counter Complaint, Lyle alleges, among other things, that Larry and Lois failed to properly account for certain trust assets, misappropriated trust funds for personal use, and failed to properly transfer certain parcels of land to Lyle and Linda as required by the Trust. Lyle also alleges that the power of attorney naming Linda as agent failed to meet the statutory requirements and was thus a common law power of attorney, which terminated upon the physical and mental incapacity of LeRoy. As a result, Lyle seeks a declaratory judgment that any action taken by Linda following her father's physical and mental demise, including the Amendment to the Trust, be declared null and void. Finally, Lyle alleges that a dispute remains regarding the proper method of computing an equitable allocation of the unpaid federal and state estate taxes. Specifically, Lyle claims that there remains an issue regarding his section 2032A election on certain farm property.*fn1

On November 19, 2010, Lyle added another claim against Linda. (Mot. at Ex. 4.) In that claim (incorrectly titled Count IIV, instead of Count IV), Lyle makes reference to the Amendment Linda made to the Trust just prior to her father's death. Lyle also refers to the February 6, 2007 Agreement regarding Lois' share and alleges that he did not receive a copy of "Schedule A" when he received his copy of the Trust. In Count IV, as above, Lyle contends that he eventually learned that he, not Lois, should have received the growing crops and grain in storage under the terms of the Trust. Because Linda attempted to transfer Lyle's interest in the crops and grain to Lois, Lyle contends that Linda breached her fiduciary duty in clear violation of the estate plan of their father. As a result, Lyle seeks a declaratory judgment that Linda violated the provisions of the Trust, thereby forfeiting her interest in any devises or bequests therefrom. Alternatively, Lyle asks that $300,000 from the sale of Linda's trust property be placed in escrow "until the issue of whether she has intentionally damaged Lyle ...


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