holding that the trustees broad discretion to exercise powers and rights incident to ownership of the trust property did not permit the trustees to prioritize their own interests over those of the trust beneficiaries
How later courts described this case
- holding that the trustees broad discretion to exercise powers and rights incident to ownership of the trust property did not permit the trustees to prioritize their own interests over those of the trust beneficiaries
- holding that the statute of limitations was measured from the time of the breach of the trust
- holding that facts did not support a finding of implied consent
- trust instrument did not authorize self-dealing where it merely conferred power to act “with all the authority, and powers’ of the testator
Written by the judges who cited it.
The opinion
MOORE, Circuit Judge
(concurring):
I concur in Judge Gurfein’s opinion that the statute of limitations bars this action. In addition to the reasons (and facts in support thereof), so convincing of notice, I would merely note that from the moment of the press announcement of Mrs. Foulds’ death in 1958 and her bequest of F-P stock to the Met, the question of its ultimate disposition must have been uppermost in the minds of every member of the Pruyn lineage. Therefore, although the letter of September 10, 1963 gave a direct statement of Mary Beeman’s holdings, the question must have been considered and undoubtedly discussed in family circles, namely: I wonder whatever happened to the Foulds’ stock?
I differ with Judge Gurfein’s opinion as to the fiduciary-trustee issue on his application of the law to the facts or possibly better the facts to the law. I agree that the highest standards of trust loyalty should apply but I am equally mindful of Justice (then Chief Judge) Cardozo’s precept in Meinhard v. Salmon, 249 N.Y. 458 at 466 , 164 N.E. 545, at 547 (1928): “Little profit will come from a dissection of the precedents”. Decision in each case must rest on its own facts.
I do not place any reliance upon the exculpatory clause. On the other hand I see no justifiable reason for Lyman Beeman to have used F-P assets to purchase a preferred stock for the company when it had no business reason for so doing. To me the reasons for not buying the stock for the Trust are equally clear. It had no assets *753 with which to make the purchase. To have borrowed the money for the purchase, pledging F — P stock, might well have been a breach of trust had the beneficiaries chosen to complain that their interests were adversely affected thereby.
In short, Judge Foley heard all witnesses called by plaintiffs, found that there was no proof of corporate mismanagement, and no fraudulent concealment of Mrs. Beeman’s stock purchase. To the contrary he found the fair inferences to be otherwise. Upon the law and the facts, I would affirm Judge Foley’s decision in its entirety with the comment that some significance adverse to plaintiffs attaches in my opinion to the making of the serious type of charges set forth in causes of action Fourth, Eighth and Ninth as well as Sixth and Seventh (derivative) and then withdrawing them without tendering any proof thereon.