District Court, Logan Department The Honorable Brandon J.
Maynard No. 143100098
Robert Smith and Christopher L. Daines, Attorneys for
Appellant LuAnn K. Shaffer
Matthew N. Evans and Matthew M. Cannon, Attorneys for
Appellant Kathryn Prounis
K. Tracy, Robert S. Tippett, James C. Dunkelberger, and
Trevor M. Crowley, Attorneys for Appellee
David N. Mortensen authored this Opinion, in which Judge Kate
A. Toomey concurred. Judge Gregory K. Orme concurred in
Sections II and III, and concurred in the result, without
opinion, in Section I.
Written instruments speak for themselves, and only specific
exceptions to that general rule allow a court to look outside
a document when interpreting it. The district court ruled
that LuAnn K. Shaffer expressly resigned as trustee in
writing. Because the district court properly interpreted the
relevant provisions of a trust instrument and the associated
resignation, we affirm its grant of summary judgment in favor
of Mark Koller.
brought this suit seeking a declaration that he was the
rightful trustee of the Evan O. Koller Revocable Living Trust
(the Trust). Evan O. Koller established the Trust in 2006,
designating himself as both settlor and trustee of the Trust.
Evan named LuAnn successor trustee, and the appointment was
to be operative upon his "death, resignation or
incapacity." In a proceeding not relevant to this
appeal, Evan was declared incapacitated in 2006. Evan's
children,  including Mark and LuAnn, stipulated to
the appointment of a professional trustee in lieu of LuAnn
accepting trusteeship. When the professional trustee resigned
in 2009, LuAnn became trustee.
Around this same time, another of Evan's children,
Kathryn Prounis, was serving as co-conservator of Evan's
estate (the Estate) with her brother, Dan Koller. Kathryn
informed LuAnn that the Estate was "out of money"
and that "the co-conservators were trying to get a
loan" from Lewiston State Bank (the Bank). The Bank
insisted that the court appoint Kathryn and Dan as trustees
of the Trust before it would consider the requested loan.
Kathryn was under the impression that she and Dan were
already trustees by way of a prior stipulation among
Evan's children. She nevertheless requested that LuAnn
formally resign as trustee. On May 29, 2009, LuAnn signed a
notarized document (the Resignation), stating, "I, LuAnn
K. Shaffer, also known as LuAnn K. Nelson, hereby resign as
successor trustee of [the Trust]." That same day, LuAnn
delivered the Resignation to an employee of the Bank.
The Resignation contained no language making LuAnn's
resignation conditional upon other events-such as the Estate
obtaining the requested loan-but LuAnn contends that her
intention in signing the Resignation was that it would be
invalid if the loan was not approved. The loan request as it
was originally framed-as a mortgage loan-was abandoned, but
the Bank issued the Estate a line of credit five days after
LuAnn signed the Resignation.
Several years later, Evan died. Prior to his death, Evan had
signed an amendment to the trust instrument, specifying that
"[u]pon the death, resignation or incapacity of LuAnn .
. . as Trustee, the successor Trustee shall be Mark."
After Evan's death, Mark received a copy of the
Resignation from Dan. Believing that LuAnn had resigned as
trustee, Mark sought appointment as successor trustee and
initiated the present case in the district court.
LuAnn and Kathryn opposed Mark's efforts, arguing that
LuAnn "never intended to resign nor has she ever
resigned as trustee of" the Trust. However, the district
court ultimately concluded that the Resignation spoke for
itself and granted summary judgment in Mark's favor. The
court appointed Mark as "the sole trustee" and
concluded that he was authorized "to marshal the assets
of [the Trust] . . . and all trusts created thereunder, and
to administer such trust(s) according to its terms."
LuAnn appeals,  arguing that the district court erred in
granting summary judgment. The errors she alleges all center
on the question of whether the district court properly
concluded that she had resigned as trustee; the basis of its
decision to grant summary judgment to Mark. "We review
the trial court's [grant of] summary judgment for
correctness, considering only whether the trial court
correctly applied the law and correctly concluded that no
disputed issues of material fact existed." Hermansen
v. Tasulis, 2002 UT 52, ¶ 10, 48 P.3d 235.
According to LuAnn, there are seven ways in which the
district court erred in its conclusion that she resigned as
successor trustee: (1) LuAnn never "legally
resigned" as successor trustee; (2) the Resignation was
to be held in escrow unless and until the Bank granted the
mortgage loan, but the "mortgage loan transaction . . .
was abandoned and never consummated, " leaving the
Resignation "voided and destroyed and [with] no legal
effect"; (3) the Bank's request for the Resignation
was improper; (4) LuAnn never intended to resign unless the
mortgage loan was granted; (5) she never delivered the
Resignation to any beneficiary of the Trust; (6) no one
relied upon the Resignation; and (7) "LuAnn at all
relevant times acted as Trustee of the Trust." Mark
counters that LuAnn "executed the Resignation, which
unequivocally demonstrates her intent to resign as trustee of
the Trust effective" on the date that the Resignation
was signed. LuAnn insists that the district court should have
considered extrinsic evidence before concluding that the
Resignation established such an intent.
In our view, the arguments raised by the parties fit within
three main categories: parol evidence, delivery, and factual