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to an assignment or release of West Gate’s security interest did not affect the court’s consideration of the breach of 

contract or warranty claim in this case, we need not review 

the correctness of such determination on appeal. The district 

court’s determinations that there was no consideration and 

that the Abandonment document was not an enforceable contract were correct. We therefore affirm the judgment of the 

district court.

Affirmed.

In re Estate of Ralph Greb, deceased.

First Nebraska Trust Company, Personal Representative

of the Estate of Ralph Greb, deceased, appellee and

cross-appellee, v. Richard Greb, appellee and

cross-appellant, and Nanette J. Wright, 

appellant and cross-appellee.

___ N.W.2d ___

Filed June 20, 2014. No. S-13-543.

1. Decedents’ Estates: Appeal and Error. An appellate court reviews probate cases 

for error appearing on the record made in the county court.

2. Decedents’ Estates: Judgments: Appeal and Error. When reviewing questions 

of law in a probate matter, an appellate court reaches a conclusion independent of 

the determination reached by the court below.

3. Decedents’ Estates: Appeal and Error. The probate court’s factual findings 

have the effect of a verdict, and an appellate court will not set those findings 

aside unless they are clearly erroneous.

4. Joint Tenancy: Banks and Banking. Neb. Rev. Stat. § 30-2718(a) (Reissue 

2008) provides that a multiple-party account may be with or without a right of 

survivorship between the parties.

5. Decedents’ Estates: Banks and Banking: Contracts. Neb. Rev. Stat. 

§ 30-2719(a) (Reissue 2008) provides that a contract of deposit establishes the 

type of account if the contract contains provisions in substantially the form provided by that subsection.

6. Corporations: Collateral Attack. A private party may collaterally attack the 

legal stature of a corporate entity if it has been dissolved and retains neither a de 

jure nor a de facto existence.

7. Corporations. A de facto corporation exists when there has been a good faith 

attempt to organize the corporation, statutory requirements have been colorably 

complied with, and the corporation has exercised the functions or conducted the 

business that it was organized to perform.
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8. Appeal and Error. An appellate court is not obligated to engage in an analysis 

that is not necessary to adjudicate the case and controversy before it.

9. Courts: Jurisdiction: States. Before entangling itself in messy issues of conflict 

of laws, a court ought to satisfy itself that there actually is a difference between 

the relevant laws of the different states.

10. ____: ____: ____. In answering any choice-of-law question, the court first asks 

whether there is any real conflict between the laws of the states.

11. Jurisdiction: States. In conflict-of-law analysis, an actual conflict exists when a 

legal issue is resolved differently under the law of two states.

12. Contracts. For the resolution of conflict of laws involving contracts, the 

Nebraska Supreme Court has adopted the Restatement (Second) of Conflict of 

Laws § 188 (1971).

Appeal from the County Court for Lancaster County: Thomas

W. Fox, Judge. Affirmed.

Stanton N. Beeder and Kara J. Ronnau, of Cline, Williams, 

Wright, Johnson & Oldfather, L.L.P., for appellant.

Timothy L. Moll, Ramzi J. Hynek, and Sheila A. Bentzen, 

of Rembolt Ludtke, L.L.P., for appellee First Nebraska Trust 

Company.

J.L. Spray and Christina L. Usher, of Mattson, Ricketts, 

Davies, Stewart & Calkins, for appellee Richard Greb.

Heavican, C.J., Connolly, Stephan, McCormack, MillerLerman, and Cassel, JJ.

Cassel, J.

INTRODUCTION

We decide three principal issues regarding the final order 

distributing the probate estate of Ralph Greb in kind to two 

beneficiaries. One beneficiary appeals on two issues; the other 

cross-appeals on the third issue. First, two multiple-party bank 

accounts were correctly excluded from the probate estate, 

because the challenger failed to meet her burden of proving 

lack of survivorship rights. Second, because a corporation 

dissolved by the State of Nebraska for failure to pay taxes 

continued as a de facto corporation, Ralph’s gifts of corporate 

stock during his lifetime were not part of his probate estate. 

Finally, because one beneficiary was not obligated to pay 

indebtedness owed to the estate by the beneficiary’s spouse, 
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the lower court did not err in ordering distribution of the asset 

in kind to both beneficiaries. We affirm the county court’s 

order of distribution.

BACKGROUND

Ralph died on December 25, 2010. He was survived by his 

two children, Richard Greb and Nanette J. Wright. Ralph’s will 

appointed Richard as his personal representative. However, due 

to disagreements between Richard and Nanette regarding the 

estate, First Nebraska Trust Company (FNTC) was retained to 

serve as personal representative.

Ralph’s will provided for his estate to be distributed to a 

“Family Trust,” of which Richard was appointed trustee. Once 

the trust was funded, its assets were to be distributed equally to 

Richard and Nanette. But in order to avoid administrative fees 

and expedite the distribution of the estate, FNTC and Richard 

(as trustee) entered into an “Acknowledgment and Consent,” 

providing for the direct distribution of the estate’s assets to 

the beneficiaries.

FNTC conducted an inventory and investigation of the 

estate’s assets. It filed a short-form inventory on March 27, 

2012, and an amended verified petition for approval of distributions on April 12. In the amended petition, FNTC indicated that 

the estate was the holder of various debts valued at $234,739, 

which it denoted and we will refer to as “Wright Notes.” As 

evidence of the Wright Notes, FNTC attached a series of correspondence between Ralph, Nanette, and Nanette’s husband, 

John Wright. The correspondence included a letter signed by 

John, acknowledging various debts he owed to Ralph; a listing 

of the various debts signed by John and Ralph; an unsigned 

letter from Nanette, disputing the listing of the debts; and two 

repayment checks signed by Nanette.

FNTC acknowledged the existence of an ongoing dispute 

between Richard and Nanette as to the enforceability of the 

Wright Notes. Rather than attempting to collect the debts, 

FNTC proposed to distribute the Wright Notes equally to 

Richard and Nanette in kind. Richard filed an objection, 

claiming that the Wright Notes were joint and several liabilities of Nanette and John. He therefore requested that the 
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Wright Notes be converted into cash or cash equivalent and 

distributed solely to Nanette, with him receiving an equivalent 

value in cash.

Nanette filed her own objection to FNTC’s proposed distribution. Her objection focused on three specific properties 

identified by FNTC in the short-form inventory of the estate. 

These properties included a U.S. Bank account, a Wells Fargo 

Bank account, and 301 shares of stock in G & G Sheet Metal 

Company (G&G).

On the short-form inventory, FNTC indicated that the U.S. 

Bank and Wells Fargo Bank accounts were multiple-party 

accounts owned by Ralph and Richard as joint tenants. It 

further identified the accounts as nonprobate property. But 

Nanette contended that no documents or evidence had been 

presented demonstrating that the accounts were held with 

rights of survivorship. She therefore asserted that the proceeds 

of the accounts should be distributed equally to the beneficiaries, rather than passing solely to Richard.

As to the 301 shares in G&G, Nanette alleged that the 

short-form inventory reflected neither Ralph’s true number of 

shares nor the value of those shares at the time of his death. 

In support of these allegations, Nanette claimed that G&G had 

been involuntarily dissolved on April 16, 1999, by Nebraska’s 

Secretary of State for nonpayment of taxes. She therefore 

contended that any transfer of shares, payment of dividends, 

or extension of loans by the corporation after that date was 

void and should be considered a nullity. As a result, the estate 

would be reattributed any shares Ralph had transferred after 

G&G’s dissolution, and the value of those shares would be 

increased as funds G&G had loaned or paid out were returned 

to the corporation.

The county court conducted a hearing on Richard’s and 

Nanette’s objections and the proposed distribution. A representative from FNTC testified as to its efforts to determine the 

ownership of the U.S. Bank and Wells Fargo Bank accounts. 

FNTC first requested copies of the signature cards for the 

accounts. Although neither bank complied, U.S. Bank produced copies of the account’s statements. A subpoena duces 

tecum was served upon Wells Fargo Bank, and it produced 
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a signature card from Citizens State Bank with an account 

number identical to the number of the Wells Fargo Bank 

account. The signature card from Citizens State Bank showed 

that the account was opened as a joint tenancy with a right 

of survivorship.

Based upon its investigation into the ownership of the 

accounts, FNTC confirmed that it became clear that U.S. Bank 

and Wells Fargo Bank treated the accounts as joint tenancies 

with rights of survivorship. Richard’s testimony also confirmed 

that the accounts were held with rights of survivorship. Richard 

explained that he was an owner of the U.S. Bank account when 

it was opened and that the account was with a right of survivorship. As to the Wells Fargo Bank account, Richard testified 

that Ralph added him as a joint tenant in 1996. Ralph wanted 

Richard to have the account’s funds upon Ralph’s death in 

order to equalize his and Nanette’s inheritances.

With respect to Ralph’s shares in G&G, the county court 

received evidence that Ralph was G&G’s sole shareholder until 

2000. Between 2000 and 2006, Ralph transferred 699 of his 

initial 1,000 shares to Richard and Richard’s wife, Nancy Greb. 

As noted above, at the time of Ralph’s death, he possessed 301 

shares of G&G’s stock.

Richard then testified as to the legal status and activities of 

G&G. He had served as an officer of the corporation and sat 

on its board of directors since at least 1985. He stated that he 

was unaware of the corporation’s dissolution until 2012. He 

further averred that Ralph had been unaware of the dissolution 

at the time of his death. The county court received evidence 

that G&G continued to operate normally notwithstanding its 

dissolution. The corporation continued to hold annual meetings 

of its shareholders and board of directors, file annual income 

tax returns, conduct small jobs and consulting work, issue new 

stock certificates, pay dividends, and extend loans to officers 

and other business entities.

Finally, the county court received testimony from Nanette. 

She first confirmed that she was a resident of Arizona. As to 

the Wright Notes, she explained that she became aware of the 

obligation John owed to Ralph through hearing that John and 

Ralph had invested in several properties. As to her liability on 
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the Wright Notes, she stated that she was never asked to sign 

an obligation or a guarantee or to undertake repayment. She 

further averred that she had no intention of assuming John’s 

obligations to Ralph.

The county court entered an order on May 22, 2013, overruling Richard’s and Nanette’s objections and approving the 

proposed distribution of the estate. The court first addressed 

Richard’s claim that the Wright Notes should be distributed 

solely to Nanette. The court recognized that a conflict of laws 

existed between Nebraska and Arizona as to Nanette’s liability 

on the Wright Notes, but found that Nebraska law applied. 

And because Nanette could not be held liable on the notes 

under Nebraska law, the court approved their equal distribution 

in kind.

As to the U.S. Bank and Wells Fargo Bank accounts, the 

county court noted that the contracts of deposit for the accounts 

had not been offered into evidence and that the accounts’ proceeds were in Richard’s possession. It therefore concluded that 

Nanette had the burden of proving that Ralph did not intend 

for the accounts to be with rights of survivorship. Finding that 

Nanette had failed to meet this burden, the court concluded that 

the accounts were not part of the estate.

With respect to Ralph’s shares in G&G, the county court 

recognized that the corporation had been dissolved, but concluded that it continued as a de facto corporation after its 

dissolution. Consequently, the court found that Nanette, as 

a private party, could not attack its status or activities. The 

court further noted that the transfers of stock made by Ralph 

to Richard and Nancy were expressly authorized by Neb. Rev. 

Stat. § 21-20,155(2)(b) (Reissue 2012). That section provides 

that dissolution of a corporation shall not prevent the transfer 

of its shares or securities.

Finding Richard’s and Nanette’s objections to be without 

merit, the county court ordered FNTC to proceed with the proposed distribution of the estate. Nanette filed a timely notice of 

appeal, and Richard cross-appealed. We moved the case to our 

docket pursuant to statutory authority.1

1 See Neb. Rev. Stat. § 24-1106(3) (Reissue 2008).
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ASSIGNMENTS OF ERROR

We consolidate and restate Nanette’s numerous assignments 

of error in the county court’s May 22, 2013, order. First, the 

court erred in excluding the U.S. Bank and Wells Fargo Bank 

accounts from the probate estate. Second, the court erred in 

(1) finding that Nanette lacked standing to contest G&G’s 

corporate status or activities and (2) failing to find that G&G’s 

postdissolution activities were unlawful.

We have also consolidated and restated the multiple assignments of error in Richard’s cross-appeal. The court erred in (1) 

finding that Nanette was not liable on the Wright Notes and 

(2) approving the equal distribution of the notes in kind.

STANDARD OF REVIEW

[1-3] An appellate court reviews probate cases for error 

appearing on the record made in the county court.2 When 

reviewing questions of law in a probate matter, an appellate 

court reaches a conclusion independent of the determination 

reached by the court below.3 The probate court’s factual findings have the effect of a verdict, and an appellate court will not 

set those findings aside unless they are clearly erroneous.4

ANALYSIS

We first address Nanette’s assignments of error regarding 

the U.S. Bank and Wells Fargo Bank accounts and G&G’s 

corporate status and activities. We then turn to Richard’s crossappeal and his assignments of error with respect to the distribution of the Wright Notes.

U.S. Bank and Wells Fargo

Bank Accounts

Nanette contends that the county court erred in excluding 

the U.S. Bank and Wells Fargo Bank accounts from the probate 

estate. It is uncontested that Richard was a joint owner of the 

2 In re Estate of Odenreider, 286 Neb. 480, 837 N.W.2d 756 (2013).

3 Id.

4 In re Estate of Hedke, 278 Neb. 727, 775 N.W.2d 13 (2009).
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accounts and that he was in possession of the proceeds of both 

accounts on the hearing date.

[4] At the hearing, FNTC’s officer correctly recognized that 

the ownership of the accounts’ proceeds upon Ralph’s death 

did not automatically flow from Richard’s status as a joint 

owner. Neb. Rev. Stat. § 30-2718(a) (Reissue 2008) provides 

that a multiple-party account may be with or without a right 

of survivorship between the parties. And in a probate proceeding, the determination of whether a multiple-party account is 

with or without a right of survivorship turns upon the contract 

of deposit.

[5] Neb. Rev. Stat. § 30-2719(a) (Reissue 2008) provides 

that a contract of deposit establishes the type of account 

if the contract contains provisions in substantially the form 

provided by that subsection. The sample account form of 

§ 30-2719(a) includes provisions for designation of various 

features, including ownership (“Single-Party Account” or 

“Multiple-Party Account”); rights at death (including, inter alia, 

“Right of Survivorship,” “POD (Pay on Death) Designation,” 

or single-party account passing at death as part of party’s 

estate); and “Agency (Power of Attorney) Designation.”5 Thus, 

in Eggleston v. Kovacich,

6

 we determined that the district court 

erred in looking to extrinsic evidence when the contract of 

deposit contained provisions substantially in the form provided 

by § 30-2719(a) and established that the account was with a 

right of survivorship.

But when a contract of deposit does not contain provisions 

substantially in the form provided by § 30-2719(a), the account 

(including rights at death) is governed by the type of account 

that most nearly conforms to the depositor’s intent.7 Moreover, 

in Eggleston, we noted that extrinsic evidence of the depositor’s intent is relevant only when the contract of deposit is not 

in substantially the form provided by § 30-2719(a).8

5 See Eggleston v. Kovacich, 274 Neb. 579, 742 N.W.2d 471 (2007).

6 Id.

7 See § 30-2719(b).

8 Eggleston, supra note 5.
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Where the contract does not follow the statutory form and, 

thus, extrinsic evidence of the depositor’s intent is permitted, the party not in possession of the proceeds of a disputed 

account has the burden to move forward with evidence of the 

depositor’s intent in creating the account.9 And in a dispute 

regarding the ownership of an account arising from the depositor’s death, such intent must be proved by a greater weight of 

the evidence only.10

Nanette argues that the contracts of deposit for the U.S. 

Bank and Wells Fargo Bank accounts were submitted into evidence and established that the accounts were without rights of 

survivorship. As to Wells Fargo Bank, we agree that a contract 

of deposit was submitted into evidence. The signature card 

at the time of creation of the account by Wells Fargo Bank’s 

predecessor, Citizens State Bank, references contractual terms 

and contains the signatures of the account’s owners, Ralph and 

his wife. This signature card clearly states that at that time, the 

account was owned as joint tenants with a right of survivorship. Thus, the county court’s finding that no contract was in 

evidence was not entirely accurate. But this signature card was 

silent as to Richard’s relationship to the account. Thus, in that 

sense, the court correctly determined that the material contract 

was not in evidence.

Although the Citizens State Bank signature card specified 

that the account included the right of survivorship, the card 

was not a contract of deposit in substantially the form provided 

by § 30-2719(a). It did not contain provisions for designation 

of ownership type or agency. Thus, the signature card itself 

was not determinative of whether the account was with or 

without a right of survivorship. Rather, under § 30-2719(b), 

evidence of Ralph’s intent was also relevant in determining the 

ownership of the account and its proceeds.

Because Richard was in possession of the proceeds of the 

Wells Fargo Bank account, Nanette had the burden of proving that Ralph did not intend the account to be with a right of 

survivorship. She failed to do so. The signature card indicated 

9 Krzycki v. Krzycki, 284 Neb. 729, 824 N.W.2d 659 (2012).

10 See id.
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that the account was originally opened with a right of survivorship. And Richard testified that Ralph added him as a joint 

owner with the intent that he would become the sole owner of 

the account upon Ralph’s death. Thus, the evidence established 

that Ralph intended the account to be with a right of survivorship. Because Richard and Ralph were the joint owners of 

the account upon Ralph’s death, the account and its proceeds 

passed to Richard as his sole property. Nanette’s assertion that 

the account was part of the estate is without merit.

As to the U.S. Bank account, the contract of deposit was 

not offered into evidence. The only documents pertaining 

to the U.S. Bank account received by the county court were 

the monthly statements associated with the account. While 

the statements list both Ralph and Richard as owners, they 

do not contain contractual terms or the signatures of the 

account’s owners.

Without the contract of deposit, evidence of Ralph’s intent 

in creating the U.S. Bank account was relevant in determining 

whether the account was with or without a right of survivorship. But Nanette argues that the failure to submit the contract 

into evidence precluded the county court from receiving extrinsic evidence of Ralph’s intent under § 30-2719(b). In support 

of this argument, she cites to our statement in Eggleston that 

a court may look to extrinsic evidence to determine the intention of the depositor only when the contract of deposit is not 

substantially in the form outlined by § 30-2719(a).11 But this 

statement was premised upon the contract of deposit’s being 

in evidence. If the contract has been submitted into evidence 

and is substantially in the form provided by § 30-2719(a), the 

contract must control and extrinsic evidence is irrelevant. But 

without the contract of deposit before it, a court cannot determine whether the contract is substantially in the form provided 

by § 30-2719(a). Extrinsic evidence as to the depositor’s intent 

then becomes relevant in determining the ownership of the 

account and its proceeds.

Because Richard was in possession of the U.S. Bank 

account and its proceeds, Nanette had the burden to establish 

11 See Eggleston, supra note 5.
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that Ralph did not intend the account to be with a right of 

survivorship. But she again failed to meet this burden. Rather, 

the statements for the account listed Ralph and Richard as 

joint owners. And Richard testified that the account was 

opened with a right of survivorship. Thus, the account and 

its proceeds became the property of the surviving party or 

parties upon Ralph’s death. Consequently, we find no merit 

to Nanette’s assertion that the account was part of Ralph’s 

probate estate.

Status and Activities

of G&G

Nanette contends that the county court erred in concluding 

that she lacked standing to challenge the status and activities 

of G&G. She further claims that the court erred in failing to 

find that the activities undertaken by G&G after its dissolution 

were unlawful.

In addressing Nanette’s claims, we assume without deciding 

that the county court was an appropriate forum in which to 

determine the lawfulness of G&G’s activities and its corporate 

status. Clearly, that court had exclusive original jurisdiction 

to determine whether shares of G&G’s stock owned by Ralph 

were assets of his probate estate.12

[6] Nanette’s standing to challenge the status and activities of G&G turns upon whether it continued as a de jure or 

de facto corporation after its dissolution. As we expressed in 

Ethanair Corp. v. Thompson,

13 a private party may collaterally 

attack the legal stature of a corporate entity if it has been dissolved and retains neither a de jure nor a de facto existence. 

Because Nanette was not a shareholder, director, or creditor 

of G&G, as a private party, she could challenge the status and 

activities of G&G only if it retained neither a de jure nor a de 

facto existence after its dissolution.

[7] We agree with the county court that G&G continued as 

a de facto corporation after its dissolution. We have stated that 

a de facto corporation exists when there has been a good faith 

12 See Neb. Rev. Stat. § 24-517(1) (Cum. Supp. 2012).

13 Ethanair Corp. v. Thompson, 252 Neb. 245, 561 N.W.2d 225 (1997).
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attempt to organize the corporation, statutory requirements 

have been colorably complied with, and the corporation has 

exercised the functions or conducted the business that it was 

organized to perform.14 G&G met all of these requirements.

The evidence received by the county court showed that 

G&G continued to conduct business and to observe the formalities of the corporate form notwithstanding its dissolution. 

G&G continued to hold annual meetings of its shareholders 

and board of directors, to elect officers, and to file annual 

income tax returns after its dissolution. It also continued to 

authorize and extend loans to its officers and other business 

entities, undertake small jobs, and conduct consulting work. 

We therefore conclude that G&G colorably complied with 

statutory requirements and conducted the business that it was 

organized to perform. Additionally, as G&G was incorporated under Nebraska law and dissolved without Richard’s or 

Ralph’s knowledge, we conclude that a good faith attempt to 

organize was made. We therefore find no merit to Nanette’s 

assertion that G&G failed to meet the requirements for de 

facto corporation status.

But Nanette also argues that the de facto corporation doctrine no longer exists under Nebraska law. In support of this 

argument, she claims that the doctrine was abolished by the 

Legislature’s enactment of the Business Corporation Act.15 We 

disagree. We rendered our decision in Ethanair Corp. after the 

enactment of the Business Corporation Act16 and acknowledged 

the doctrine’s viability in that case.17 Further, the Business 

Corporation Act contains no reference to the de facto corporation doctrine.18 Although the act contains sections governing the 

commencement of corporate existence19 and imposing liability 

upon persons purporting to act as or on behalf of a corporation 

14 See id.

15 Neb. Rev. Stat. § 21-2001 et seq. (Reissue 2012).

16 See, generally, 1995 Neb. Laws, L.B. 109.

17 See Ethanair Corp., supra note 13.

18 See § 21-2001 et seq.

19 § 21-2019(1).
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with knowledge that no incorporation has taken place,20 these 

provisions do not address all of the issues responsible for the 

development of the doctrine. This is apparent in light of the 

present case where, unbeknownst to its directors and officers, 

a lawful corporation was involuntarily dissolved. We therefore 

reject Nanette’s assertion that the de facto corporation doctrine 

has been abolished in Nebraska.

[8] Because G&G continued as a de facto corporation after 

its dissolution, Nanette, as a private party, lacked standing to 

contest its status and activities. We therefore find no error in 

the county court’s order overruling her objection as to Ralph’s 

shares in G&G. Although the court made an additional finding 

that G&G was expressly authorized to approve the transfers 

of Ralph’s shares under § 21-20,155(2)(b), we see no need to 

comment on the correctness of this finding. An appellate court 

is not obligated to engage in an analysis that is not necessary 

to adjudicate the case and controversy before it.21 Because 

Nanette lacked standing to attack G&G’s status and activities, 

she necessarily lacked standing to challenge its approval of the 

stock transfers.

Finally, Nanette attempts to characterize her objection as 

merely alerting FNTC, as personal representative, to G&G’s 

unlawful activities following its dissolution. This characterization is irrelevant. Nanette objected to G&G’s status and activities; FNTC did not. Nanette was without standing to do so. 

These assignments of error lack merit.

Wright Notes

In his cross-appeal, Richard asserts that the county court 

erred in finding that Nanette was not liable on the Wright 

Notes and in approving their equal distribution in kind. In 

support of these assertions, he argues that the court should 

have applied Arizona law in analyzing Nanette’s liability on 

the notes.

20 § 21-2020.

21 Holdsworth v. Greenwood Farmers Co-op, 286 Neb. 49, 835 N.W.2d 30 

(2013).
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Before addressing Richard’s specific arguments, we first 

observe that our probate statute expresses a preference for distributions in kind.

(a) Unless a contrary intention is indicated by the will, 

the distributable assets of a decedent’s estate shall be distributed in kind to the extent possible through application 

of the following provisions:

. . . .

(4) The residuary estate shall be distributed in kind if 

there is no objection to the proposed distribution and it 

is practicable to distribute undivided interests. In other 

cases, residuary property may be converted into cash 

for distribution.22

Thus, the ultimate focus is whether it is practicable to distribute undivided interests in the Wright Notes. Richard effectively 

asserted that distribution in kind was not practicable because, 

he claimed, Nanette was equally liable with her husband, John, 

on the notes.

[9-11] In addressing Richard’s arguments, we must first 

determine whether the county court correctly found that a 

conflict of laws existed. We have previously noted that before 

entangling itself in messy issues of conflict of laws, a court 

ought to satisfy itself that there actually is a difference between 

the relevant laws of the different states.23 Thus, in answering 

any choice-of-law question, the court first asks whether there 

is any real conflict between the laws of the states.24 An actual 

conflict exists when a legal issue is resolved differently under 

the law of two states.25

We agree with the county court that a conflict of laws 

existed between Nebraska and Arizona as to Nanette’s liability 

on the Wright Notes. Other than the two repayment checks 

signed by Nanette, her signature does not appear on any of 

the documents evidencing the Wright Notes. And she testified 

22 Neb. Rev. Stat. § 30-24,104 (Reissue 2008).

23 American Nat. Bank v. Medved, 281 Neb. 799, 801 N.W.2d 230 (2011).

24 Id.

25 Id.
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that she was never asked to sign an obligation or a guarantee 

and had no intention of assuming John’s obligations to Ralph. 

Thus, under Nebraska law, Nanette was not a comaker on 

the notes and could not be held jointly and severally liable.26

But under Arizona law, we have observed that the absence of 

one spouse’s signature on a promissory note does not bar the 

enforcement of a judgment on the note against the spouses’ 

community property.27 We therefore agree that a conflict of 

laws existed.

[12] For the resolution of conflict of laws involving contracts, this court has adopted the Restatement (Second) of 

Conflict of Laws § 188.28 Under the Restatement, in the 

absence of an effective choice of law by the parties, a court is 

to consider several contacts in determining the law applicable 

to an issue.29 These contacts include (1) the place of contracting; (2) the place of negotiation of the contract; (3) the place 

of performance; (4) the location of the subject matter of the 

contract; and (5) the domicile, residence, nationality, place of 

incorporation, and place of business of the parties.30

With respect to the above factors, the county court found 

that Ralph was domiciled in Nebraska and was a resident of 

Nebraska. It further found that the debts were partially negotiated in Nebraska and that payments were made to Ralph in 

Nebraska. These factual findings were not clearly erroneous. 

We therefore agree that the majority of contacts weighed in 

favor of applying Nebraska law. Consequently, Nanette could 

not be held liable on the Wright Notes and the court did not 

err in approving their equal distribution in kind. These assignments of error also lack merit.

26 See Neb. U.C.C. § 3-116 (Reissue 2001).

27 See American Nat. Bank, supra note 23.

28 Restatement (Second) of Conflict of Laws § 188(2) (1971). See Johnson 

v. United States Fidelity & Guar. Co., 269 Neb. 731, 696 N.W.2d 431 

(2005).

29 See Restatement, supra note 28. 30 Id.
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CONCLUSION

We find no error in the county court’s disposition of the 

various objections raised by the beneficiaries of the estate. The 

order of the county court overruling the beneficiaries’ objections and ordering FNTC to proceed with the proposed distribution of the estate is affirmed.

Affirmed.

Wright, J., not participating.

State of Nebraska, appellee, v. 

Matthew Berney, appellant.

___ N.W.2d ___

Filed June 20, 2014. Nos. S-13-829, S-13-830.

1. Sentences: Appeal and Error. An appellate court will not disturb a sentence imposed within the statutory limits absent an abuse of discretion by the 

trial court.

2. Statutes: Appeal and Error. Statutory interpretation presents a question 

of law, which an appellate court reviews independently of the lower court’s 

determination.

3. Judges: Words and Phrases. A judicial abuse of discretion exists when the 

reasons or rulings of a trial judge are clearly untenable, unfairly depriving 

a litigant of a substantial right and denying just results in matters submitted 

for disposition.

4. Sentences. Generally, it is within a trial court’s discretion to direct that sentences 

imposed for separate crimes be served either concurrently or consecutively.

5. ____. Unless prohibited by statute or unless the sentencing court states otherwise 

when it pronounces the sentences, multiple sentences imposed at the same time 

run concurrently with each other.

Appeals from the District Court for Douglas County: Shelly

R. Stratman, Judge. Affirmed in part, and in part remanded for 

resentencing.

Thomas C. Riley, Douglas County Public Defender, and 

John P. Ashford for appellant.

Jon Bruning, Attorney General, and Nathan A. Liss for 

appellee.