Reposted corrected version



## IN THE SUPREME COURT OF

CALIFORNIA

JOAN MAURI BAREFOOT, Plaintiff and Appellant

,

v. JANA SUSAN JENNINGS et al., Defendants and Respondents.

S251574

Fifth Appellate District
F076395

Tuolumne County Superior Court

PR11414

January 2 3 , 2020

Justice Chin authored the opinion of the Court, in which Chief
Justice Cantil

- Sakauye and Justices Corrigan, Liu, Cuéllar, Kruger, and Groban concurred.1 BAREFOOT v. JENNINGS

S251574

Opinion of the Court by Chin, J.

If amendment s to a revocable trust made shortly before
the settlor dies disinherit a beneficiary, does th at individual , as one who is not named in the trust’s final iteration, have standing to challenge the validity of the disinheriting amendment s in probate court on grounds such as incompetenc e , undue influence, or fraud ? The Court of Appeal interpreted Probate Code sect ion 17200, subdivision (a)

, 1 which provides that “a t rustee or beneficiary of a trust may petition the court under this chapter concerning the internal affairs of the trust or to determine the
existence of the trust

, ” as permitting only a currently named
b eneficiary to make such a petition. It further concluded that
because the plaintiff was no longer a named beneficiary , she lacked standing to challenge the validity of the amendment that
eliminated her interest under section 17200

. We disagree with the Court of Appeal , and hold today that the Probate Code grants standing in probate court to individuals
who claim th at trust amendments eliminating their beneficiary
status arose from incompetence, undue influence , or fraud

. 2

1 All further statutory references are to the Probate C ode unless otherwise indicated.

2 We do not decide here whether an heir who was never a trust beneficiary has standing under the Probate Code to challenge that trust.BAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

2 I. F ACTUAL AND P ROC EDURAL H ISTORY Because no party petitioned the Court of Appeal for a rehearing, we take this factual and procedural discussion largely from that court’s opinion. ( Barefoot v. Jennings (2018) 27 Cal.App.5th 1, 3

- 4 ( Barefoot ); see Cal. Rules of Court, rule 8.500(c)(2).) The underlying petition in probate court alleges the following : Joan Lee Maynord and her now deceased husband established the Maynord Family Trust (Trust) in 1986. After her husband’s death in 1993, Maynord served as the sole

trustor. Pl aintiff Joan Mauri Barefoot (plaintiff) , one of Maynord’s daughters, was a beneficiary and successor trustee
under the Trust. Two of Joan Lee Maynord’s other daughters,
Jana Susan Jen n ings and Shana Wren (collectively defendants)

, were also beneficiaries. ( Maynord’s t hree other children

, one deceased, are not involved in this litigation.) “In or around August 2013 and continuing through 2016, Maynord executed a series of eight amendments to and restatements of the Trust, referred to as the 1 7th through the
24th amendments. The 24th amendment was the final amendment prior to Maynord’s death. In these amendments and restatements, [ plaintiff’s ] share of the Trust, as set out in the 16th amendment, was eliminated and [ plaintiff ] was both

expres sly disinherited and removed as a successor trustee. At the same time Wren was provided with a large share of the
Trust and named successor trustee. ” ( Barefoot , supra, 27 Cal.App.5th at p. 4 .) After Maynord’s death on August 20, 201 6 , p laintiff filed

a petition in probate court alleging the amendments disinheriting her were invalid on three grounds: (1) Maynord was incompetent to make the amendments; (2) the amendmentsBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

3 were the product of defendants’ undue influence; and (3) the amendments were the pro duct of defendants’ fraud. Regarding standing, the petition alleged that plaintiff was “a person interested in both the devolution of [Maynord’s] estate and the proper administration of the Trust because [ plaintiff ] is [Maynord’s] daug hter and both the tr ustee and a beneficiary of the Trust before the purported amendments. She will benefit by a judicial determination that the purported amendments are invalid, thereby causing the Trust property to be distributed according to the terms of the Trust that exi sted before the invalid purported amendments. Therefore, [plaintiff] has standing to bring this petition. ” Defendants moved to dismiss the petition under sections
17200 and 17202 ( authorizing dismissal of a petition if reasonably necessary to protect the T rust) , arguing that plaintiff lacked standing because she was neither a beneficiary nor a trustee under the Trust. Plaintiff responded that she had standing because she was a beneficiary before the amendments

— which, she argued, were invalid

— were executed. The trial court ultimately agreed with defendants and dismissed the petition. Plaintiff appealed. The Court of Appeal affirmed judgment in defendant’s
favor . We granted plaintiff’s petition for review to resolv e the narrow standing question.
II. D ISCUSSION Underlying this action is the revocable trust that Maynord
and her deceased husband created in 1986. “A revocable trust is a trust that the person who creates it, generally called the settlor, can revoke dur ing the person’s lifetime.” ( Estate of
Giraldin (2012) 55 Cal.4th 1058, 1062, fn

. omitted.) The primary duty of a court in construing a trust is to give effect toBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

4 the settlor’s intentions. ( Brock v. Hall (1949) 33 Cal.2d 885 ( Brock ) .)
Our review concerns whether plaintiff has standing to assert the invalidity of the T rust amendments that left her
without an interest in her mother’s trust estate. In concluding that p laintiff does not have standing to challenge the
amendments to the Trus t , the Court of Appeal suggested that plaintiff relied exclusively on section 17200, subdivision (a), which provides: “Except as provided in Section 15800, a trustee or beneficiary of a trust may petition the court under this chapter concerning the intern al affairs of the trust or to
determine the existence of the trust.” Section 15800 generally provides that so long as the trust remains revocable (that is, as long as the settlor is alive) and the settlor is competent, the settlor, “ and not the beneficia ry, has the rights afforded beneficiaries under this division.” ( Id ., subd. (a); s ee Estate of
Giraldin

, supra , 55 Cal.4th at p. 1066.) Here, the settlor ( Maynord ) has died

, so section 15800 is no longer relevant. The Court of Appeal interpreted section 17200’s reference to “a trustee or beneficiary” in subdivision (a) to mean that even wrongly disinherited beneficiaries are prohibited from making
the petition. As we will explain, the Court of Appeal’s approach
runs counter to both the Probate Code and cases interpreting it. Initially, we note that when a demurrer or pretrial motion to dismiss challenges a complaint on standing grounds, the court may not simply assume the allegations supporting standing lack merit and dismiss the compla int. Instead, the court must first
determine s t anding by treating the properly pled allegations as true. If, having taken the allegations as true, the court finds no standing, it should sustain the demurrer or dismiss the petition. If it finds standing by contrast, the court should allow theBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

5 litigation to continue

. ( Warth v. Seldin (1975) 422 U.S. 490, 501 [standing in federal courts]; Estate of Plaut (1945) 27 Cal.2d 424, 426, 429

- 430 [will contest].)
The applicable Probate Code provisions support plai ntiff’s standing to challenge the merits of the Trust amendments on the grounds of incompetence, undue influence

, or fraud . Section 17200, subdivision (a), authorizes a beneficiary to petition the court concerning the trust’s affairs “or to determine [its ]
existence. ” Section 17200, subdivision (b)(3) contemplates the
court’s determination of “the validity of a trust provision.” Plainly , the term “trust provision” incorporates any
amendment s to a trust. Section 24 , subdivision (c) defines a “beneficiary” for trust purposes, as “a person who has any present or future interest, vested or contingent. ” Assuming plai n tiff’s allegations are true

, she has a present or future interest, making her a beneficiary permitted to petition the

pr obate court under section 17200. Years ago, this court observed that as a general matter, the Probate Code “ ‘ was intended to broaden the jurisdiction of the probate court so as to give that court jurisdiction over practically all controversies which might arise between the trustees and those claiming to be beneficiaries under the trust. ’ ” ( Estate of Bissinger (1964) 60 Cal.2d 756, 765 ( Bissinger )

, quoting Estate of Marre (1941) 18 Cal.2d 184, 187.) The wisdom
of those decisions has not lessened over tim e. More recently, the Court of Appeal in Estate of Heggstad (1993) 16 Cal.App.4th 943 explained that an expansive reading of the standing afforded to trust challenges under section 17200 “not only makes sense as a matter of judicial economy, but it also r ecognizes the probate court’s inherent power to decide all incidental issues necessary to carry out its express powers to supervise the administrationBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

6 of the trust.” ( Estate of Heggstad , at p. 951.) Other Court s of Appeal that have addressed the same question are in agreement

. ( Drake v. Pinkham (2013) 217 Cal.App.4th 400, 407

- 409 [ individual p etitioned under § 17200 claiming two
amendments to a trust that disinherited her were invalid on the ground the settlor was incompetent]; Conservatorship of Irv ine (1995) 40 Cal.App.4th 1334, 1341 [“it is clear from viewing section 17200 as a whole that a probate court has jurisdiction over both inter vivos and testamentary trusts to entertain petitions for instructions regarding the validity (and thus,
invalidit y) of trust agreements or amendments”].)
R eading the Probate Code section consistent with the statutory scheme as a whole , and examining the statutory language to give it commonsense meaning, we conclude that claims that trust provisions or amendments ar e the product of incompetenc e, undue influence , or fraud

, as is alleged here

, should be decided by the probate cour t, if the invalidity of those provisions or amendments would render the challenger a beneficiary of the trust. ( See Coalition of Concerned
C ommunities, Inc. v. City of Los Angeles (2004) 34 Cal.4th 733,
737 [courts should not examine statutory language in
isolation ] .) So when a plaintiff claims to be a rightful beneficiary
of a trust if challenged amendments are deemed invalid, she has
standi ng to petition the probate court under section 17200. Defendants argue that interpreting section 17200 to permit purported beneficiaries to challenge a trust or its
amendment s would “invite chaos” because it would permit
individuals with no present interest in the trust to “meddle”
with it s administration. We think defendants overstate the

matter. Our holding does not allow individuals with no interest in a trust to bring a claim against the trust. Instead, we permitBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

7 those whose well

- pleaded alle gations show that they have an
interest in a trust

— because the amendments purporting to
disinherit them are invalid

— to petition the probate court. Additionally, s ection 17206 provides the probate court with wide latitude to “make any orders and take any other action necessary or proper to dispose of the matters presented by the petition. ” T his section supports a finding of standing
here

. We have held th at a lthoug h the probate court has no general equity jurisdiction, it does have the power to apply equitable and legal principles in order to assist its function as a probate court. ( Bissinger , supra, 60 C al .2d at pp. 764

- 765.) Indeed, the probate court is given br oad jurisdiction “ ‘ over practically all controversies that might arise between the trustees and those claiming to be beneficiaries of the trust. ’ ” ( Id. at p. 765, quoting Estate of Marre , supra, 18 Cal.2d at p. 187.) Using such discretion, the court ca n preserve trust assets and the rights of all purported beneficiaries while it adjudicates the standing issue. As one court explained, interpreting section
17200 as we do here “not only makes sense as a matter of judicial economy, but it also recognizes t he probate court’s inherent power to decide all incidental issues necessary to carry out its express powers to supervise the administration of the trust.” ( Estate of Heggstad

, supra , 1 6 Cal.App.4th at p. 951.) 3

3 We also note that defendants’ restrictive interpretation of the Probate Code does not promote the public interest in preventing the administration of trust property that is procured through fraud or undue influence. This interest is expressed most clearly in section 21380, which provides that certain donative transfers (e.g., transfers to the drafter of the trust or to the settlor’s caregiver) are presumptively the product of fraud or undue influence. Courts have held that “no contest” provisionsBAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

8 Defendants also contend that section 850 allows “any interested person” to file a petition to take certain actions challenging title and property transfer issues, and provides the
exclusive means to challenge trust provision s . That section concerns “the transfer of prope rty of the trust

. ” ( S ee § 17200.1

. )
We need not examine in detail what section 850 does and does
not do because plaintiff is asserting her standing as a beneficiary to challenge the validity of several amendments to the Trust only, and not contesting an y transfer or sale of property into or out of the T rust. We therefore leave the statute’s interpretation to a future case.
T o hold other than we do today would be to insulate those

persons who improperly manipulate a trust settlor to benefit
themselves ag ainst a probate petition . Today’s narrow holding in fact provides an orderly and expeditious mechanism for limited challenges like plaintiff’s to be litigated early in the probate process, in probate court

, and to ensure that the settlor’s
intent is honor ed. (See Brock, supra, 33 Cal.2d a p. 885.)

in trust s cannot be used to avoid this section because that would undermine the Legislature’s intent to deter persons from
pr o curing trust benefits through fraud or undue influence. ( Graham v. Lenzi (1995) 37 Cal.App.4th 248, 256.) Similarly, where a person frau dulently induces a settlor to amend a trust so that it transfers all of the settlor’s estate to that person and disinherits all prior beneficiaries, it would undermine the public interest if a court were to rule that th ose valid beneficiaries had no stand ing to contest the fraudulently procured amendment.BAREFOOT v. JENNINGS Opinion of the Court by Chin, J.

9 III. C ONCLUSION We reverse the judgment of the Court of Appeal and remand the matter to that court for further proceedings consistent with this opinion.
CHIN, J.

We Concur:

CANTIL

- SAKAUYE, C. J. CORRIGAN, J. LIU, J. CUÉLLAR, J. KRUGER , J. GROBAN , J.See next page for addresses and telephone numbers for counsel who argued in Supreme Court.

Name of Opinion Barefoot v. Jennings

__________________________________________________________________________________ Unpublished Opinion Original Appeal Original Proceeding Review Granted XXX 27 Cal.App.5th 1 Rehearing Granted

________________________________________________________________________________ Opinion No. S251574 Date Filed: January 23, 2020

________________________________________________________________________________

Court: Superior County: Tuolumne Judge: Ka te P. Segerstrom

________________________________________________________________________________

Counsel:

The Singhal Law Firm, Dinesh H. Singhal; Law Offices of Nathan D. Pastor and Nathan D. Pastor for Plaintiff and Appellant.

Anglin Flewelling, Robert Collings Little; Haskett Law Firm and Amber C. Haskett for Bonnie Sterngold as Amicus Curiae on behalf of Plaintiff and Appellant.

Artiano Shino ff, Howard A. Kipnis, Steven Barnes; Forethought Law, Bryan L. Phipps; The Law Office of Ciarán O’Sullivan, Ciarán O’Sullivan; McCormick Barstow and Herbert A. Stroh for Executive Committee of the Trusts and Estates Section of the California Lawyers Associ ation as Amicus Curiae on behalf of Plaintiff and Appellant.

Jones & Lester, Mark A. Lester and Theresa Loss for Ventura County Bar Association

– Probate and Estate Planning Section as Amicus Curiae on behalf of Plaintiff and Appellant.

Law Offices of Na ncy Reinhardt and Nancy Reinhardt for San Fernando Valley Bar Association

– Trusts and Estates Section as Amicus Curiae on behalf of Plaintiff and Appellant.

Astor & Kingsland and Lya R. Kingsland for Orange County Bar Association

– Trusts and Estates Sec tion as Amicus Curiae on behalf of Plaintiff and Appellant.

Arnold & Porter Kaye Scholer, Sean M. SeLegue; Gianelli & Associates, Gianelli | Nielsen, Eric T. Nielsen, Michael L. Gianelli and Sarah J. Birmingham for Defendants and Respondents.Counsel who argued in Supreme Court (not intended for publication with opinion):

Nathan D. Pastor Law Offices of Nathan D. Pastor 2033 N. Main St., Ste. 750 Walnut Creek, CA 94596 (925) 322

- 1012

Herbert A. Stroh McCormick Barstow, LLP 656 Santa Rosa Street, Suite 2A San Luis Obispo, CA 93406 (805) 541

- 2800

Sean M. SeLegue Arnold & Porter Kaye Scholer LLP Three Embarcadero Center, 10th Floor San Francisco, CA 94111

- 4024 (415) 471

- 3100