IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2015-CA-00360-COA IN THE MATTER OF THE ESTATE OF JAMES OLDRUM SMITH, JR., DECEASED: JAMES OLDRUM SMITH, III AND PATRICK SMITH APPELLANTS

v. LELA SMITH FLOWERS AND LYN SMITH APPELLEES DATE OF JUDGMENT: 01/16/2015 TRIAL JUDGE: HON. HOLLIS MCGEHEE COURT FROM W HICH APPEALED: W A RREN COUNTY CHANCERY COURT ATTORNEYS FOR APPELLANTS: W I LLIAM R. STRIEBECK DAVID RYAN LYNCH ATTORNEYS FOR APPELLEES: DAVID M. SESSUMS RONALD C. MORTON ROBERT ANTHONY FISCHER NATURE OF THE CASE: CIVIL - W ILLS, TRUSTS, AND ESTATES TRIAL COURT DISPOSITION: MOTION FOR CONSTRUCTION OF CODICIL GRANTED IN FAVOR OF APPELLEES DISPOSITION: REVERSED AND REMANDED: 10/04/2016 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE GRIFFIS, P.J., BARNES AND CARLTON, JJ. GRIFFIS, P.J., FOR THE COURT: ¶1. This appeal com es f rom the probate of the e s tate of Jam es Oldrum S m ith Jr. As part of the probate of t he estate, a dis p u t e d issue arose as t o the i nterpretation of a c odicil that would im pact t he transf

er o f stock owned by the d ecedent in three corporations. The W arren County Chancery Court d eterm ined that the codicil was not a m biguous and did not allow f or the consideration of extrinsic evidence. The a ppellants d isagree and f

i led a tim ely appeal.W e f

ind reversible error and rem and f or f urther proceedings.
FACTS AND PROCEDURAL HISTORY ¶2. Jam es Oldrum Sm ith Jr. (“Big J.O.”) w as a successf u l businessm an who lived in
W a rren County , Mississippi. H e died on August 24, 2006. At the tim e of his death, he was survived by three children: Jam e s Oldrum Sm ith III (“Little J.O.”), Patrick R ay m ond Sm ith, and Lela Sm ith Flowers. Big J. O

. also had one child that predeceased him , Jinx Peterson Sm ith. Jinx lef

t three surviving children: Jinx Peterson Sm ith J r., Christopher Stanton Sm ith, and Patricia Staf

f ord Sm ith. ¶3. On Septem

ber 8, 2006, the Estate of J.O. Sm ith J r. was opened in the chancery court. The last will and testam ent of Big J.O., dated Novem b er 10, 1987, was adm i tted t o probate.
In addition, the three codicils executed by Big J.O. w ere adm itted to probate: codicil 1 dated
Novem ber 8, 1988; codicil 2 dated July 27, 2005; and codicil 3 dated Decem ber 12, 2005.
At the tim e in controversy h ere, Harry Kenneth Lef oldt Jr. was the adm inistrator of the estate. ¶4. The controversy

bef ore t his Court concerns the interpretation of codicil 3. Big J.O. did not o btain the assistance of a lawy er in the preparation or execution of c o dicil 3. It was titled “Codicil #3 to the W i ll of J.O. Sm ith, Jr. which W i ll is dated Novem ber 10, 1987.” It read:
J.O. S m ith, I II will receive in the event of m y death 41% of th e s h a r e s that I own in Big R iver S hipbui l d e rs, Inc., Vicksburg P lant F ood, Inc. and Yazoo River Towing, Inc. Patrick Sm ith and Lela S m i th Flowers will receive 3 9% of t he s tock that I o wn in Big River Shipbuilders, Inc. a nd Vicksbu r g P lant F ood; and 29% of the stock of Yazoo River Towing, Inc. divided equally

.

2¶5. Big J.O. died o n August 24, 2006. As of the date o f his death, these com p anies had the f ollowing shareholder ownership: Shareholder Shares % Owned Big River Shipbuilders Estate of J.O. Sm ith Jr. 80 80% J.O. Sm ith III 10 10% Jinx Sm ith (Estate) 10 10% Vicksburg Plant Food Estate of J.O. Sm ith Jr. 800 80% J.O. Sm ith III 100 10% Jinx Sm ith (Estate) 100 10%
Y azoo River Towing Estate of J.O. Sm ith Jr. 3,483 69% J.O. Sm ith III 500 10% Jinx Sm ith (Estate) 500 10% Teresia W hite 517 11% ¶6. On Decem

b e r 2, 2012, Ly

n Sm ith, Jinx’s widow, f

iled a m o tion f

or construction of the codicil. This m otion sought a determ ination of whether the codicil constituted a direct bequest, o r whether the a ssets listed in the codicil went to the residual estate. On Septem ber 7, 2 011, the chancellor r u l e d t hat the codicil was unam biguous and constituted a direct bequest of

the assets to the nam ed benef iciaries. ¶7. On August 13, 2 014, Little J.O. f iled a “Motion f

or Construction o f 3 [ rd] Codicil.” 1
In this m otion, Little J.O. argued that, in codicil 3, Big J .O. intended f or Little J.O. to receive 41% of the shares of each c orporation and not just 40% of the s h are s o w n e d b y Big J.O. Little J.O. also argued that Big J.O. did n o t i n t end f or any of the shares to be lef t to his grandchildren.

1 A t th e tim e th is m o tio n w as f iled , th ere w ere eig h teen atto rn ey s list e d i n t h e certif i cate o f serv ice. T h is is to n o te th e ex ten t o f th e p r i o r ma tters co n sid ered an d th e co m p lex ity o f th e estate. 3¶8. On February 28, 2014, Adm inistrator Lef oldt f iled a response to Little J.O.’s m otion. This r esponse did not take a position, b ut asked the chancellor f or a d ecision and a certif

ied f inal judgm ent under Mississippi Rule of Civil Proc e d u r e 5 4 ( b ), so he could take the appropriate action. ¶9. On March 4, 2014, P atrick joined Little J.O.’s m otion a n d attached the court’s earlier Septem ber 7, 2011 judgm ent and the Decem b e r 2 , 2 0 1 0 m otion f

or construction of the codicil f iled by Christ y N oah, as the guardian of the estate of Jinx Peterson Sm ith, and Christopher Stanton Sm ith. ¶10. On March 7, 2014, Trustm ark Bank f iled a “Mem o on Practical and Legal Issues Related to Codicil 3.” Trustm ark argued that t he distribution of shares did not m a ke sense without the inclusion of

extrinsic evidence. ¶11. The c hance l l o r h e l d a hearing on Novem b er 14, 2014. C ounsel appeared and were given an o pportunity to exam ine witnesse s . T h e n , on January 16, 2015, the chancellor executed a m em orandum opinion and order a nd R ule 54(b) judgm ent. The chancellor ruled that codicil 3 was unam

biguous and allocated the shares as f ollows: 2
# of shares # of shares owned by Company Outstanding J .O. Smith J r. J .O. Smith I I I L ela Patrick Residue Big River Shipbuilders 100 80 32.8 15.6 15.6 16 Vicksburg Plant Food 1,000 800 328 156 156 160

2 T h is ch art o n ly ref

lects th is d istrib u t io n o f B ig J.O .’s sh ares to L ittle J .O ., L ela, an d P atrick

. It d o es n o t in clu d e th e sh ares o w n ed b y L ittle J.O

. an d Jin x ’ s estate p r i o r t o B i g J.O

. ’s d eath

. 4Y

azoo River Towing 5,000 3,483 1,428.03 725 725 604.97 The c hancellor also certif ied the judgm ent u nder Rule 54(b). Little J.O. and P atrick appeal. 3
S TANDARD OF REVIEW ¶12. “A chancel l o r ’ s f

actual f indings will not be disturbed if supported by s u bstantial evidence, but if

an erroneous legal standard is applied, appellate review is de novo.” In re
Estate of Black , 135 So. 3d 181, 182-83 (¶4) (Miss. Ct. A pp. 2013) (cit i n g I n r e E s t a t e of Langston , 57 So. 3d 618, 619-20 (¶6) (Miss. 2011)). Further, “[ w]hen reviewing a chancellor’s legal f

indings, particularly involving the interpretation or c onstruction of a will, this Court will apply a de novo s tandard of review.” In re Estate of Saucier , 908 S o. 2d 883,
886 (¶5) (Miss. Ct. App. 2005) ( quoting I n re Last W

ill & Testament of Carney , 758 So. 2d 1017, 1019 (¶8) (Miss. 2000)).
ANALYSIS ¶13. The issue f

or thi s C o u r t is whether the c hancellor im properly excluded extrinsic evidence o f Big J.O.’s intent in construing the codicil. Little J.O. and Patrick argue that the codicil contained a latent am biguity . Lela argues there was no am biguity

. ¶14. “A trial court begins its review [ by ] looking f irst wit h i n t h e ‘ f

our corners’ of the docum ent a t i s s u e . I f t here e xists no am b iguity within the writing, then f urther a naly s is is proscribed.” Estate of Regan v. Estate of LeBlanc , 179 S o. 3d 1 155, 1159 ( ¶12) (Miss. Ct. App. 2015) (quoting DeJean v. DeJean , 982 So. 2d 443, 448 (¶10) (Miss. Ct. App. 2007)).

3 Wh i le L y

n S m ith an d L ela S m ith F lo w ers are b o th ap p ellees in th e actio n , L y n f i led a “co n f essio n o f a

p p eal” o n N o v em

b er 2 5 , 2 0 1 5 , in w h ich sh e co n f e ssed th at th e ch an cello r h ad erred . T h eref

o re, o n ly L ela arg u es in f

av o r o f th e ch an cello r’s d ecisio n o n ap p eal. 5“Parol e vidence m ay only be considered if t h e l a n g u a ge of the will i tself can be c onstrued

to result in mo r e than one interpretation as to the disposition of property .” Id. at (¶13) (quoting Black , 135 So. 3d at 183 (¶5)). Theref o re, w e m ust f irst determ ine if an a m

biguity exits. ¶15. There is a “ patent am biguity ” where a will or codicil is a m biguous on its f

ace. Robert
A. W eem s, W

ills and Administration of Estates in Mississippi § 9:9 (3d e d. 2 003). Here, the codicil indicates the nam es of the com panies, the p ercentage of distribution of each com pany , and the benef

iciaries. W e agree with the chancellor that there is no patent am biguity

. ¶16. However, a latent am b i guity occurs if the testator’s intent rem ains uncertain when the language of

the will is applied to the external f acts. Id. Little J.O. and Patrick point to the third bequest in the codicil to dem onstrate t he latent am biguity

. There, the codicil purports
to bequeath 29% of the Yazoo River Towing shares wit h o u t t h e q ualif y ing language of “shares that I own” that is in the f irst two b equests. This om ission, according to L ittle J.O. and Patrick, constitutes a latent a m bigui t y , which required the chancellor to consider the parol evidence presented at the hearing. W e agree. ¶17. W h en we c onsider the words used in the codicil along with the external f acts, we conclude that Big J.O.’s i ntent in the codicil is unclear. At the tim e the codicil was executed and as of Big J.O.’s death, the com panies’ corporate ownership was as f ollows: Big River Shipbuilders Shareholder Shares % Owned Estate of J.O. Sm ith Jr. 80 80% J.O. Sm ith III 10 10% Jinx Sm ith (Estate) 10 10% Vicksburg Plant Food Estate of J.O. Sm ith Jr. 800 80%

6J.O. Sm ith III 100 10% Jinx Sm ith (Estate) 100 10%
Y azoo River Towing Estate of J.O. Sm ith Jr. 3,483 69% J.O. Sm ith III 500 10% Jinx Sm ith (Estate) 500 10% Teresia W hite 517 11% ¶18. If we apply the codicil’s language a c cording to the t wo dif f erent interpretations, two dif f e r e n t d i stributions occur. Under Lela’s interpretation, t he ownership would be as f ollows: Shareholder Shares % Owned Big River Shipbuilders J.O. Sm ith III 42.8 42% Jinx Sm ith (Estate) 10 10% Patrick Sm ith 15.6 16% Lela Sm ith Flowers 15.6 16% Estate of J.O. Sm ith Jr. 16 16% Vicksburg Plant Food J.O. Sm ith III 428 43% Jinx Sm ith (Estate) 100 10% Patrick Sm ith 156 15% Lela Sm ith Flowers 156 16% Estate of J.O. Sm ith Jr. 160 16%
Y azoo River Towing J.O. Sm ith III 1,928.03 39% Jinx Sm ith (Estate) 500 10% Patrick Sm ith 505.035 10% Lela Sm ith Flowers 505.035 10% Teresia W hite 517 11% Estate of J.O. Sm ith Jr. 1,044.9 20%
It seem s illogical t hat Big J.O. would execute a codicil to beque a t h h i s s h a r es in his

com panies and intend to leave a portion to h is residual estate or his p redeceased children’s heirs and not include them in the codicil. ¶19. Under Little J.O. and Patrick’s interpretation, the ownership would be as f ollows:

7Shareholder Shares % Owned

Big River Shipbuilders J.O. Sm ith III 51 51% Jinx Sm ith (Estate) 10 10% Patrick Sm ith 19.5 20% Lela Sm ith Flowers 19.5 19% Vicksburg Plant Food J.O. Sm ith III 510 51% Jinx Sm ith (Estate) 100 10% Patrick Sm ith 195 19.5% Lela Sm ith Flowers 195 19.5%
Y azoo River Towing J.O. Sm ith III 2,540 51% Jinx Sm ith (Estate) 500 10% Patrick Sm ith 722 14% Lela Sm ith Flowers 722 14% Teresia W hite 517 11% Under this interpretation, Little J.O. would have 51% of each of the c orporations, g iving h im

a c o n trolling stake in each com pany . I t would also g ive the r em aining shares in e a c h corporation to Patrick and Lela without leaving any rem aining shares to the residual estate. ¶20. Based on these dif

f e rent interpretations, bequest three could e i ther m e an that Big J.O. i n t ended to convey the shares he owned, or that he intended distribution of the tot a l percentage of the com

p any . “An am

biguity i s def

ined as a susceptibility t o two r easonable interpretations.” Dalton v
. Cellular S. Inc. , 20 So. 3d 1227, 1232 ( ¶10) (Miss. 2009) (quoting
Am. Guar. & Liab. Ins. v. 1 906 Co. , 129 F.3d 802, 811-12 ( 5th Cir. 1997)). Though the inconsistent language appears only in the third bequest, the ef f ect of the two interpretations renders the entire codicil am biguous. ¶21. “[ I]f an exam ination of the will shows the t estator’s intention to be u nclear, the court will exam ine the f

acts and circum stances surrounding the t estator at the t im e o f m aking the will, and extrinsic evidence m ay be adm issible to ascertain the testator’s intention.” 9 Jef f rey

8Jackson & Mary Miller, Encyclopedia of Mississippi Law § 75:88 (2002). B ecause there are
two reasonable interpretations, the codicil i s a m biguous, and t he chancellor should have considere d t he extrinsic evidence. Theref ore, this Court reverses the decision of the chancellor and rem ands this case f or f urther proceedings. ¶22. THE J UDGMENT OF T HE WARREN COUNTY C HANCE R Y COURT IS REVERSED, AND THIS C ASE IS REMANDED FOR FURTHER PROCEEDINGS CONSISTENT WITH THIS O PINION. ALL COSTS OF T HIS A P P E AL ARE ASSESSED TO LELA SMITH FLOWERS. LEE, C.J., BARNES, ISHEE AND CARLTON, JJ., CONCUR. WILSON, J , CONCURS IN PART AND I N THE RESULT WITHOUT SEPARATE WRITTEN OPINION. I R V I NG, P.J., DISSENTS WITH SEPARATE WRITTEN OPINION. FAIR, JAMES AND GREENLEE, JJ., NOT PARTICIPATING. IRVING, P.J., DISSENTING: ¶23. The m ajority reverses and rem ands this case to the Chancery Court of W arren County because i t f

inds that t he c hancery court e rred in f inding no am

biguity in codicil 3 to the last will and testam ent of J.O. Sm ith Jr. I a g ree with th e c h a n c e l l o r that codicil 3 is

unam biguous. Theref

ore, I respectf

ully dissent. Rather than reversing and rem anding this

case, I would af

f irm the chancellor’s f

inding that codicil 3 is unam biguous but would m odif

y the judgm ent t o correct t he c hanc e l l o r ’s allocation of the shares o f Yazoo River Towing, because I f

ind that the chancellor erred in m aking the m athem atical calculations. ¶24. Codicil 3 reads as f ollows:
J.O. S m ith III will receive in the event of m y death 41% of th e s h a r e s t h a t I own in Big River Shipbuilders, Inc., Vicksburg P lant Fo o d , I n c . and Yazoo River Towing, Inc. Patrick Sm ith and Lela Sm ith Fowers will r eceive 39% of the stock that I own in Big River Shipbuilders, Inc., and Vicksburg Plant Foo d ; and 29% of the

9stock 4 of Yazoo River Towing, Inc., divided equally

. (Em phasis and f

ootnote added). The m a jority f inds am biguity because the third bequest—that specif

ies that twenty -nine percent of the s t o c k o f Yazoo River Towing is to be divided equally between Patrick and Lela—does not include t he language “that I own” to describe the stock being bequeat h e d

. The m ajority concludes that the absence of this language in one of the three bequests m ade in codicil 3 evidences a latent am biguity , because it is susceptible to two reasonable interpretations: either (1) that Big J.O. intended to convey
to Lela a nd Patrick twenty -nine percent of the stock that he o wned in Yazoo River Towing, or (2) that Big J.O. intended to convey to Lela and Patrick twenty -nine percent of the total stock of Yazoo River Towing. I agree that the bequest i s susceptible t o t wo interpretations. However, it i s my v i e w that the bequest i s susceptible to only one r easonable interpretat i o n

— t hat in codicil 3, Big J.O. was bequeathing—in each bequest—only percentages of t h e p e rcentage of stock that he owned, not percentages o f all the stock of Yazoo River Towing. ¶25. The f

acts indicate that at the tim e of Big J.O.’s death, t he division o f o w n ership in Yazoo River Towing’s 5,000 outstanding shares was as f ollows: Shareholder Shares % Owned Big J.O. 3,483 69% Little J.O. 500 10% Estate of Jinx Sm ith 500 10% Teresia W h ite 517 11% Big J.O. did not own one hundred percent of the stock of Yazoo River Towing; r a t h er, he

4 N o te th at th e p h rase “ th a t I o w n ” is m issin g h ere. 1 0owned sixty -nine percent of it. Sixty -nine percent of Yazoo R iver Towing’s stock equates

to 3 ,483 s hares. Thus, Big J.O. could not have intended to b equeath twenty -nine percent of 5,000 shares in Yazoo River Towing to Patrick and L e l a , because he did not own 5,000 shares. One sim

ply cannot give away

what one does not own. ¶26. The c hancellor clearly m anif es t e d the sam e belief

, as he m aintains throughout his judgm ent that codicil 3 ref lects Big J.O.’s unam

biguous intent to leave twenty -nine percent of the stock he owned in Yazoo River Towing to Patrick and Lela: [ Big J.O.] lef

t the stock he owned t o his three surv i v i n g children in the percentages stated. T h e e f f e ct o f [ Big J.O.’s] bequests of t he specif ied percentages o f the stock he owned in Big River Shipbuilders, Inc., Vicksburg P l a nt Food, Inc. and Yazoo River Towing, Inc. is that a portion of th e corporate s tock owned by [ B ig J.O.] passes through the residuary clause of the W i ll. The Court has construed Codicil #3 as written and signed by [ Big J.O.] in plain and unam biguous language that he l ef t the corporate stock he owned to each of his three living children in the percentages set f orth above. The Court, giving ef

f ect t o the plain, clear and s i m ple language in Codicil #3 to the Last W i ll and Testam ent of [ Big J.O.], hereby concludes and enters as its Final Judgm ent t h a t [ B i g J.O.] lef t the stock he owned in Big River Shipbuilders, Inc., Vicksburg Plant Food, Inc. and Yazoo River Towing, Inc. to his t hree s urviving children, [ Little J.O.], [ Patrick,] and [ Lela], in the percentages stated in Codicil # 3. T he ef f ect of [ Big J.O.’s ] b e q u e s t s of the specif i ed percentages o f the stock he o wned in Big River Shipbuilders, Inc., Vicksburg Plant Food, Inc. and Yazoo River Towing, Inc. is that a portion of the corporate s tock owned by [ Big J.O.] passes throu g h t h e r esiduary c lause of [ Big J.O.’s] Last W ill and Testam ent. (Em phasis added). Further, the chancellor im plies in a f

o otnote of his order that the phrase “that I own” is u nnecessary and h e would not read it into what Big J.O. wrote, as its absence did not dim inish his f

inding that B i g J

. O

. intended to bequeath twenty -nine percent of the

1 1shares he owned to Patrick a nd Lela. I agree with the c h ancellor that Big J.O.’s f ailure to include this qualif

y ing language in the bequest at issue is hardly a f a t a l f l a w rendering the entire codicil am

biguous. ¶27. Unf

ortunately , however, the chancellor u sed the wrong num b ers when calculating the

am ount of shares o f Yazoo River Towing to b e divided. In f ootnote one of his judgm ent, the chancellor states: “Codicil 3 leaves 29% ‘of the stock o f Yazoo River Towing’ to Lela and Patrick, divided equally , or 14.5% of the 5,000 outstanding shares of Yazoo River T owing.” Apply ing these num

bers would result in the f ollowing division: Shareholder Shares Little J.O. 1,428.03 Lela 725 Patrick 725 Residue 605.97 Acc ording to this c alculation, Big J.O. would be devising f orty -one percent—1,428.03 shares—of his 3 ,483 shares to Little J .O

. a n d t w e n ty -nine p ercent—1,450 shares—of the 5,000 outstanding shares to Lela and Patrick, w hich am o unts to each receiving 725 shares. This result is w holly incom patible with the rest of the chancellor’s order, in w hich he clearly f inds that Big J.O. intended to convey f o r t y - o n e percent of the shares he owned in Yazoo River Towing to Little J.O., and twenty -nine p ercent of the shares he o wned in Yazoo River Towing to Lela and Patr i c k , t o b e d i v ided equally

. W hen contrasted with the r est of the judgm ent’s language, i t is apparent that t he chancellor sim p ly a pplied t he wrong num

ber to his calculations, a nd t hat his true i ntent was t o divide between P atrick and Lela twenty -nine percent of the shares o f Y azoo River Towing o wned b y Big J.O. S uch a calculation would

1 2have resulted in the f ollowing: Shareholder Shares Little J.O. 1,428.03 Lela 505 Patrick 505 Residue 1045.97 There is a b solutely no language i n the rem ainder o f the c hancellor’s judgm ent to support the f inding that he interpreted codicil 3 to bequeath to L ela and Patrick twenty -nine percent of the outstanding shares in Yazoo River Towing. Th e f act that this single f

ootnote uses the

num ber of outstanding shares, which is at o dds with at least three o ther instances w here the chancellor uses the n um

ber o f shares owned by Big J.O., clearly denotes a m athem atical error and n ot an intent o n the chancellor’s part to allocate twenty -nine percent of 5,000 shares to Patrick and Lela. ¶28. Notwithstanding t he chancellor’s error in calculation, he was correct in holding that codicil 3 is unam

biguous. As s tated, the m ajority m a intains that the om ission of “that I own” in the third bequest of codicil 3 gives rise to two reasonable interpretations and thus constitutes a latent am

biguity ; however, this is sim ply not the case:
An “am biguous” word or phras e is one capable of m ore than one m eaning when viewed objectively by a reasonably i ntelligent person w ho has examined t h e c o n t e x t of the entire integrated a greement a n d who i s cognizant of the customs, practices, usages and terminology as generally unde r s tood in the particular trade or business. Dalton v. Cellular S. Inc. , 2 0 So. 3d 1227, 1 232 (¶10) (Miss. 2009) (em phasis added). The

context o f codicil 3, in its entirety , evidences a clear intent by Big J.O. t o devise percentages of shares that he owned i n e ach of the three c om panies in all three of his bequests. In two

1 3of the three b equests, he expressly stated t his i ntent. It would be illogical t o f ind t hat because Big J.O. om itted “that I own” in t he third bequest, he m ust have suddenly altered his desire f rom bequeathing shares that he owned to bequeathing total shares o utstanding. Further, it would be inconsistent to conclude that Big J.O. intended to convey twenty -nine percent of the total shares o utstanding i n Yazoo River Towing to Patrick and Lela, when his previous

statem ent expressly convey ed f orty -one percent of t he shares t hat he owned in Yazoo River Towing to Little J.O. T he context of codicil 3 com pels the conclus i o n t hat Big J.O. bequeathed to Patrick and Lela twenty -nine percent o f t h e shares that he owned in Yazoo River Towing—not twenty -nine percent o f t h e o u tstanding s hares of Yazoo River Towing—because only a bequest of a perc e n tage of the percentage of the s hares that Big
J.O. owned is consistent with a ll of the other bequests that he m ade in codicil 3. And while it is true that B ig J.O. o w n e d m o re than twenty -nine percent of the 5 ,000 shares of Yazoo River Towing, it would indeed b e u n u s u a l term inology and u sage f or him to speak of bequeathing a percentage o f the entire shares of Yazoo River Towing w hen h e did not own all of the shar e s . T h u s , w hen c onsidering the entire context of codicil 3 , t here is no

am biguity , a nd it is e vident that the c hancellor m erely applied the w r o n g n um bers when

m aking his calculations. ¶29. For the reasons stated, I dissent. I would af f irm the chancellor’s judgm ent a s m odif ied to correct the chancellor’s apparent m iscalculation.

1 4