COURT OF CHANCERY

OF THE

STATE OF DELAWARE

PATRICIA W. GRIFFIN

MASTER IN CHANCERY

CHANCERY COURTHOUSE

34 The Circle

GEORGETOWN, DELAWARE 19947

Final Report: October 1, 2018

Date Submitted: September 28, 2018

Craig A. Karsnitz, Esquire Eugene H. Bayard, Esquire

Young Conaway Stargatt & Taylor Morris James Wilson Halbrook & Bayard

110 West Pine Street 107 West Market Street

PO Box 594 PO Box 690

Georgetown, DE 19947 Georgetown, DE 19947

Penny West

32172 Roxana Road

Ocean View, DE 19973

RE: Estate of Harold E. Marvel

Register of Wills Folio No. 152

Dear Counsel and Ms. West:

Pending before me are exceptions to the final accounting for an estate. The 

exceptant claims that the accounting fails to account for the full value of the 

decedent’s farming business, which the exceptant asserts the decedent owned as a 

sole proprietorship, and for funds in the decedent’s personal bank account, which 

she alleges was a convenience account, among other issues. The executrix denies 

all of the claims, responding that the farming business was a closely held 

corporation in which the decedent was a minority interest holder, that the 

decedent’s interest was properly valued, and the bank account was a joint account 
IMO Estate of Harold Marvel

ROW Folio No. 152

October 1, 2018

2

and not a convenience account. The purported majority owner of the farming 

business took similar positions as those taken by the estate related to the business. 

For the reasons set forth below, I conclude that the farming business was a 

corporate entity which, given the circumstances, was not improperly valued by the 

estate. I also conclude the bank account was a convenience account and 

recommend that the estate’s first and final accounting be adjusted accordingly. 

This is a final report. 

I. Background

Harold Marvel (“Harold”) died on March 22, 2013, leaving four surviving 

children – Penny West (“Penny” or “exceptant”), Donna Sue McInnis (“Donna” or 

“executrix”), Rolland Marvel, Sr. (“Rolland”), and Vicky Andrews.1 Harold’s Last 

Will and Testament (the “Will”) was executed on October 8, 2012 and gives 

specific bequests to Rolland (life interest in a farm referred to in the Will as the 

“garage property,” fixtures and equipment on that property, and all farm machinery 

and vehicles) and jointly to Harold’s daughters (haying equipment, the home

property, and the remainder interest in the garage property), among other bequests. 

He names his four children as residual beneficiaries of his estate.2 The Will does 

 

1

I use first names in pursuit of clarity and intend no familiarity or disrespect.

2 Tr. Ex. 32.
IMO Estate of Harold Marvel

ROW Folio No. 152

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3

not mention Beaver Dam Farm, Inc. (“BDF”), a corporation Harold established in 

1988 related to his farming business. 

Letters of testamentary were issued to Donna as executrix of Harold’s estate 

(the “Estate”) on April 18, 2013. The inventory for the Estate was filed on 

September 18, 2013, and an amended inventory on January 8, 2014. Both 

inventories listed Estate property as including the garage property, with Rolland 

receiving a life interest in the garage property and Donna, Penny and Vicky each 

having a one-third remainder interest in the garage property; a home property, with 

the three daughters having a one-third interest in that property; a 49% interest in 

Beaver Dam Farm, Inc. (valued at $70,395.58); money from an insurance check;

and farm and haying equipment.3 The amended inventory listed Harold’s PNC 

bank account as joint property with Donna, while the original inventory listed it as 

Estate property. The Estate’s First and Final Account (the “accounting”) was filed 

on May 15, 2014.4 

Penny filed exceptions to the accounting on July 29, 2014, claiming that all 

proceeds in the BDF bank account at Harold’s death were Estate property because 

Harold was the sole proprietor of the farming business since BDF was defunct at 

 

3 Tr. Exs. 1, 2.
IMO Estate of Harold Marvel

ROW Folio No. 152

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4

the time of his death; proceeds from BDF’s 2013 winter crops, 2013 fall crops, and 

its 2014 winter wheat crop should be included as part of the Estate; electric bills 

for the garage property were improperly paid by the Estate; a $3,200 commission

should not be paid to the executrix; Harold’s personal bank account was a 

convenience account and not a joint account with Donna; and Harold’s personal 

cars (and a four digit Delaware license tag) were part of the residuary estate. 

BDF responded to the exceptions on October 8, 2014 and denied that it was 

defunct since, although its charter was revoked for failure to pay franchise taxes in 

March 2012, BDF was revived on August 8, 2014 negating its prior void status.5 

BDF also claimed Harold owned 49%, and Rolland 51%, of BDF stock. Further, it 

asserted that BDF’s only asset was its bank account and the executrix and Rolland, 

the majority owner, agreed that the Estate would receive 49% of the bank account 

for its interest in BDF. Donna’s October 10, 2014 response to the exceptions 

echoed BDF’s responses. Donna also stated that the Estate did not pay any garage 

property electric bills, the executrix’s commission was justified, Harold’s personal 

bank account was a joint account created with Donna, and Harold intended to 

 

4 The accounting included the total probate assets as stated on the Amended Inventory 

(adding additional farm equipment, credits and refunds), and subtracting debts, and 

providing for a $3,200 commission for the executrix. Tr. Ex. 3.

5 Revival under 8 Del. C. § 312(e) means that the corporation is treated as if the 

certificate of incorporation had “at all times remained in full force and effect.” 
IMO Estate of Harold Marvel

ROW Folio No. 152

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5

devise all of his vehicles and tags to Rolland. The trial on the exceptions was 

originally set for February of 2016, but was continued twice, once at Donna’s

request and once at Penny’s request. On May 19, 2017, the Court wrote to the 

parties requesting a status report because it was unaware of any case activity since 

the previous May. Penny’s counsel (who withdrew as counsel at that time) and 

Penny both responded, with Penny requesting a hearing. In July of 2017, Donna 

and Rolland filed motions to dismiss for failure to prosecute under Court of 

Chancery Rule 41(e). After briefing, those motions were denied.6 Additional 

discovery ensued, a hearing on the exceptions was held on April 10, 2018, and 

simultaneous post-trial memoranda were submitted by the parties on May 10, 

2018. In response to my letter dated August 8, 2016, Donna and Rolland filed 

additional submissions on September 7, 2018, and Penny provided comments on 

September 24, 2018. This is my final report.

II. Analysis

Court of Chancery Rule 198 specifies the burden of proof in exceptions to an 

account.7 Once exceptions are filed in compliance with Rule 198, the burden of 

proof falls on the executrix to demonstrate that the accounting was properly 

 

6 Denial of those motions was recommended in a Master’s Final Report dated October 

25, 2017, which was adopted by the Court on November 7, 2017. Docket Item (“D.I”) 50; 

D.I. 53.

7 Ct. Ch. R. 198.
IMO Estate of Harold Marvel

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prepared.8 That burden shifts, however, where the exceptant seeks a surcharge. In 

those instances, the exceptant “must demonstrate affirmatively that a surcharge is 

warranted.”9 Exceptions are addressed by issue below.

A. Status and ownership of Beaver Dam Farms, Inc.

Penny argues that BDF was defunct at Harold’s death and, since there was 

no corporate entity, BDF was a sole proprietorship owned by Harold and all BDF 

assets should be included in the Estate.10 The Estate and BDF claim that, although 

BDF was void at the time of Harold’s death, it was subsequently revived and that 

revival eliminated its previous void status. It is undisputed that BDF was 

incorporated in Delaware in March of 1988; that BDF’s certificate of incorporation 

became void multiple times over the years for failure to file the State of Delaware 

annual franchise tax reports and/or franchise taxes; and that BDF’s certificate of 

incorporation was revived on three separate occasions.11 Delaware law provides 

 

8

In re Estate of Stepnowski, 2000 WL 713769, at *1 (Del. Ch. May 2, 2000) (this 

“burden of proof reflects the fact that the administrator of the estate stands in a fiduciary 

capacity to the beneficiaries”); see also In the Matter of Estate of Rich, 2013 WL 

5966273, at *1 (Del. Ch. Oct. 29, 2013). 

9

In re Estate of Stepnowski, 2000 WL 713769, at *1 n. 1.

10 Penny points to Harold’s failure to reference BDF in his Will, his use of the BDF 

business banking account for personal purposes, and the lack of complete financial 

records for BDF to support her claim that BDF was not a corporation. 

11 Tr. Ex. 35. Based upon records of the State of Delaware’s Division of Corporation, 

BDF’s certificate of incorporation was issued on March 5, 1988, and revived after 

becoming void on February 6, 2006, March 19, 2010, and August 8, 2014. Tr. Ex. 26.
IMO Estate of Harold Marvel

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that the revival of a voided certification of incorporation has “the same force and 

effect as if its certificate of incorporation had not been . . . void.”12 Such revival 

validates actions performed by the corporation during the time when the certificate 

of incorporation was void, and all property that belonged to the corporation when 

the certificate of incorporation became void (which was not disposed of prior to its 

revival) is “vested in the corporation, after its revival.”13 Although BDF’s 

certificate of incorporation was void at the time of Harold’s death, it was 

subsequently revived in August of 2014.14 With that revival, under Delaware law, 

BDF was treated as if its certificate had not been voided and BDF retained its legal 

corporate status through Harold’s death. Therefore, BDF was not “defunct” at the 

time of Harold’s death and Harold was not the sole proprietor of BDF at that time.

And, BDF and the Estate assert that Harold owned 49%, and Rolland owned 

51%, of BDF. Penny claims that Rolland has not proven his 51% ownership of 

 

12 8 Del. C. § 312(e); see Wax v. Riverview Cemetery Co., 24 A.2d 431, 436 (Del. Super. 

1942) (non-payment of taxes forfeits the corporation’s right to do business while it is 

void, but “does not extinguish the corporation as a legal entity”).

13 Wax, 24 A.2d at 436; see Kostyszyn v. Martuscelli, 2015 WL 721291, at *2 (Del. 

Super. Feb. 18, 2015) (the certificate instituting the revival “retroactively validated all of 

[the corporation's] actions taken during the time period the corporation was void”); 

Kinney v. McKinney's Transmission Serv., Inc., 1980 WL 333071, at *1 (Del. Super. Jan. 

9, 1980).

14 BDF’s status was listed as “void” as of March 1, 2012. Tr. Ex. 35. Effective August 6, 

2014, BDF’s certificate of incorporation was revived or renewed and taken out of “void” 

status. Tr. Ex. 26.
IMO Estate of Harold Marvel

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BDF. No documentary evidence showing the distribution of BDF’s shares or 

ownership has been presented. It is undisputed that Rolland and Harold farmed 

together for close to 50 years.15 Wilmer Powell (“Powell”), who was described as 

a trusted friend of Harold, testified in his deposition that he was “instrumental” in 

Harold’s establishment of BDF in 1988 and prepared tax returns for BDF for 

approximately three years.16 Powell also testified that BDF was a “family 

corporation” with “a father and son ownership of the stock.”17 He further stated 

that Rolland owned 51% and Harold 49% of BDF stock and that distribution was 

based upon legal advice that Harold should not be a majority shareholder because 

of Harold’s financial difficulties.18 Indeed, Rolland testified that he understood he 

was made majority shareholder of BDF because of his father’s financial problems 

back in 1988.19

 

15 Rolland testified that he left school in the 11th grade to farm full time with his father. 

Trial Tr. 177: 11-24.

16 Tr. Ex. 36, Powell Dep. Tr. 6: 24-25; 13: 19 - 14: 5. Powell’s deposition occurred on 

May 12, 2016. His deposition testimony was admitted as evidence under the hearsay 

exception for unavailable declarant since Powell died before the trial, and Penny’s former 

counsel had been present and had the opportunity to elicit his testimony at his deposition. 

D.R.E. 804(b)(1). 

17 Tr. Ex. 36, Powell Dep. Tr. 7: 4-9.

18 Id., Powell Dep. Tr. 7: 10-13; 8: 22 - 9: 10. Those financial difficulties eventually led 

to Harold declaring bankruptcy in the early 1990s. Id., Powell Dep. Tr. 6: 11-13.

19 Trial Tr. 180: 22-23.
IMO Estate of Harold Marvel

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Rolland’s wife, Paula Marvel (“Paula”), and his son testified at trial that 

Harold had stated that BDF was jointly owned by Rolland and him, with Rolland 

owning a majority interest.20 Rolland testified that both Harold and Powell told 

him that he owned 51% of BDF.21 BDF was a closely held family corporation that

did not adhere to corporate formalities and its operations, including Harold’s use of 

business funds for his personal purposes, reflected the personal dynamics of the 

relationship of its two shareholders, a father and son. Harold, as president of BDF, 

managed the farming business and Rolland followed his lead and was paid wages. 

BDF’s management and compensation does not prove that Rolland did not have a 

majority interest in BDF. I find sufficient evidence was presented to show that 

Rolland held a 51% interest in BDF, and Harold held the remainder.

B. Value of Beaver Dam Farms, Inc.

In this case, the Estate’s share of Harold’s 49% interest in BDF was valued 

at $70,395.58,22 or 49% of the funds in the BDF bank account at the time of 

Harold’s death. Penny argues that the Estate’s interest in BDF was improperly 

valued, and that BDF’s interest in the 2013 winter crops, 2013 fall crops and 2014 

 

20 Trial Tr. 93: 8-15; 149: 14 - 150: 5.

21 Trial Tr. 179: 13 - 180: 1. 

22 BDF paid $5,405.82 on Harold’s funeral bill, which was a debt of the Estate. When 

that amount was subtracted from $70,395.58 (representing 49% of the BDF bank 

account), the final amount paid to the Estate for its share of BDF was $64,989.76. 
IMO Estate of Harold Marvel

ROW Folio No. 152

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winter crops were not accounted for in that payment. BDF asserts that the typical 

approach the Court of Chancery uses in valuing a corporation is the capitalization 

of earnings method.

23

 But, it also alleges that BDF’s lack of records and record 

keeping would limit a forensic accountant’s ability to value BDF.

24

 And, that BDF 

lost money and had no earnings to capitalize, so the amount the Estate received for 

its share of BDF exceeded the value of Harold’s interest. Further, BDF argues that 

the sale of Harold’s interest would “necessarily require a minority discount,” and 

the Estate’s interest in BDF would have to be reduced to reflect that discount.25

Penny expressed her belief that the limited financial information provided by BDF 

was not accurate and that correct information would show a profit.26

There are a number of approaches to valuing an interest in a closely held 

corporation for purposes of “cashing out” a shareholder. Valuation of corporate 

shares is “not a mechanical or rigid endeavor” and centers on ensuring that the

 

23 BDF cites Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442, 469 (Del. Ch. 2011), and 

Gonsalves v. Straight Arrow Publishers, Inc., 793 A.2d 312, 319 (Del. Ch. 1998), aff'd in 

part, rev'd in part, 725 A.2d 442 (Del. 1999), in support of using the capitalized earnings 

method for valuing businesses. 

24 D.I. 82, at 10.

25 Id. 

26 D.I. 92.
IMO Estate of Harold Marvel

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shareholder receives the “fair or intrinsic value of his shares.”27 Courts have 

recognized that “certain characteristics of family-owned or closely-held

corporations make valuation of a stockholder's interest difficult.”28

The problem with valuing BDF in this case is that there is very limited 

financial information available about BDF. As suggested by BDF, the capitalized 

earnings method is one approach that has been used by this Court in determining 

the fair value of the corporate shares, “especially for companies with significant 

intangible assets and few fixed assets.”29 To rely on that method, “two basic inputs 

[are required]: a measure of the company’s earnings and a capitalization rate.”30 

The information needed to use the capitalized earnings valuation method is not 

available in this case. 

It is undisputed that BDF operated as a small family business in every sense 

– one in which Harold, the father, was the decision-maker and Rolland, the son, 

 

27 Walter W.B. v. Elizabeth P.B., 462 A.2d 414, 415-16 (Del. 1983); see Cavalier Oil 

Corp. v. Harnett, 564 A.2d 1137, 1142-43 (Del. 1989) (discussing considerations for 

determining the “fair value” of the company's outstanding shares under Delaware's 

appraisal statute, 8 Del. C. § 262, for minority shareholders dissenting from a cash-out 

merger).

28 Petition of B & F Towing & Salvage Co., Inc., 551 A.2d 45, 49 (Del. 1988) (citation 

omitted).

29 Gonsalves, 793 A.2d at 319 n. 18. 

30 The capitalization rate is obtained through a comparison with similar publicly traded 

companies whose market capitalization and earnings measures are publicly disclosed. Id.

at 319.
IMO Estate of Harold Marvel

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helped to effectuate those decisions. I also recognize that, at this point – five years 

after Harold died – it would be difficult, if not impossible, to develop reliable 

financial records for BDF sufficient for experts to effectively perform a valuation 

of the business.31 Given the limited information available, I conclude the Estate’s 

interest in BDF should be valued based upon its proportional share of BDF’s 

assets. 

BDF had limited assets – at the time of Harold’s death, it had $143,664.45 in 

its checking account and did not own any real property or farm equipment.32 Posttrial, I offered the parties the opportunity to submit additional information to assist 

in the valuation determination. BDF submitted income and expense information 

for the period of March 22, 2013 to June 18, 2014. Considering BDF’s earnings 

over that period (which is the only earnings information provided), it appears 

BDF’s income approximated its expenses.33 This information provides some 

 

31 Post-trial, BDF supplemented the record with an expert valuation of BDF, which stated 

that it is likely cost prohibitive to reconstruct BDF’s missing financial records, and the 

“lack of complete financial records precludes the determination of [BDF’s] assets and 

liabilities,” making it “very difficult, if not impossible, to accurately determine the fair 

market value of [BDF].” D.I. 88, Ex. Aff. of Charles H. Sterner, Jr., CPA, CVA 

[hereinafter “Sterner Aff.”] ¶ 4. 

32 The evidence indicated that Harold kept the farming equipment and property in his 

name and treated that equipment as if it was his (devised it through his will).

33 BDF’s income during that period totaled approximately $328,401.70. See id., Ex. Aff. 

of Paula J. Marvel [hereinafter “Marvel Aff.”]. This amount includes monies received 

for a loan payback from a business associate and an insurance refund which BDF 

excluded from its income calculation but I conclude should be considered income. Based 
IMO Estate of Harold Marvel

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insight into BDF’s general financial condition (which did not appear to be strong at 

that time), but it is not particularly useful in valuing the Estate’s share since it 

covers the time period following Harold’s death, rather than before his death, and 

is limited in scope.

At the time of Harold’s death in March 2013, BDF’s winter crops were in 

the ground – they had been planted between October and December of 2012 and 

were harvested in June or July of 2013.34 Any profit from those crops should, 

proportionately, be included as part of BDF’s assets for the purpose of valuing the 

Estate’s share of BDF. However, the evidence does not indicate that those crops 

were profitable. The record shows that revenue from the 2013 winter crops was 

approximately $36,899.09, and expenses associated with producing those crops 

were comparable.35 

 

upon the information provided, I determine BDF’s total expenses during that period to be 

approximately $330,535.98. To calculate that total, I subtracted out expenditures for 

Harold’s funeral, county property taxes (since BDF does not own any land), and the payout to the Estate for Harold’s share. It appears that some of Harold’s personal expenses 

were paid out of the BDF business account, although they are debts of the Estate. But, 

the financial records concerning Harold’s personal expenditures are not sufficient to 

make appropriate adjustments in BDF’s finances. And, Rolland, BDF’s majority interest 

holder, has not expressed any objection to his father’s expenditure of BDF’s funds. 

Given these considerations, I decline to attempt to realign Harold’s personal expenditures 

out of BDF funds. I note, however, that Harold’s funeral costs ($5,405.84) were 

realigned, when the Estate reimbursed BDF for its payment of those expenditures.

34 Trial Tr. 77: 5-11; 78: 3-9. 

35 Winter wheat was sold to Mountaire Farms (“Mountaire”) in BDF’s name on June 28 

and 29, 2013 and July 15, 2013 for $31,397.76, and barley was sold to Perdue in BDF’s 
IMO Estate of Harold Marvel

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Although Penny asserts that revenue associated with later BDF crops should 

be considered in valuing the Estate’s share of BDF, I do not find it fair to consider 

 

name on June 24, 2013 for $5,501.33. See Tr. Exs. 11, 12. In its supplemental 

information, BDF indicated that the 2013 winter crop income was $36,903.09, but did not 

provide supporting documentation. See D.I. 88, Marvel Aff. Given the minimal 

difference ($4) and the lack of supporting documentation for BDF’s income calculation, I 

will use $36,899.09 as the total income for BDF’s 2013 winter crop. Expenses associated 

with the 2013 winter crops provided by BDF in its supplemental information totaled 

$33,324.99, when documented expenditures for seed, fertilizer and fungicide treatments, 

Rolland’s wages in planting and harvesting the crops, and tractor fuel are included. See 

id. Marvel Aff. If equipment rental costs were added in, BDF calculated the 2013 winter 

crops’ expenses at $42,248.90, not counting the rental costs for land BDF leases to grow 

crops. Id. I decline to include equipment rental costs, since the equipment used was 

owned by Harold (before his death) and Rolland (after Harold’s death) and there was no 

evidence that BDF actually paid for its usage. BDF indicated that the average land rent it 

paid in 2012 – 2013 was $50 per acre and that winter crops were planted on 180 acres, 

which would indicate a cost of $9,000 over the two-year period, or approximately $4,500 

each year. Id. BDF also stated that, on some of the land, a summer crop of beans is 

harvested after the winter crop, which would reduce land costs associated with the winter 

crops. Without more information, it is impossible to make conclusive determinations as 

to exact expenses associated with the 2013 winter crops; however, based upon the 

evidence, I find it reasonable to conclude that BDF’s income for the 2013 winter crops 

did not exceed its expenses associated with those crops, except by a minimal amount. In 

her supplemental letter, Penny questioned including invoices for fertilizer and fungicide 

treatments occurring before Harold’s passing. D.I. 92. Those treatments appear to have 

occurred when BDF’s 2013 winter crops would have been the only crops in the ground, 

so it is reasonable that those treatments constitute expenses for the winter crops. Penny 

also complained that income received for winter crops in 2013 under Rolland’s name 

should have been allocated to BDF and, with that income, winter crops would have

shown a profit. Id. Rolland farmed under both BDF and his own name, and he and BDF 

separately received income from Mountaire for winter crops in 2013. Tr. Ex. 11. 

Although Penny claims Rolland kept BDF income as his own, there is no evidence to 

prove that allegation. Records show that crops taken to Mountaire were labeled as either 

BDF’s or Rolland’s, and the seed invoices provided by BDF for those crops were in 

BDF’s name. See Tr. Ex. 11; D.I. 88. And, Rolland and Paula’s 2013 federal tax return, 

which was admitted into evidence, shows farming income for Rolland individually. Tr. 

Ex. 28(A). 
IMO Estate of Harold Marvel

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earnings from crops grown in the fall of 2013 or winter of 2014, after Harold died. 

Not only is revenue and expense information about those crops not readily 

available in the record, but no investments had been made in those crops (or 

expenses incurred) at the time of Harold’s death. Following Harold’s death, BDF 

operations fell solely on Rolland, and not on the Estate, so the Estate’s investment 

in those crops, and rights to profit from those crops, have not been proven.

BDF argues that a minority discount should be applied in determining the 

value of the Estate’s share of BDF, a closely held corporation. Its expert valuation

stated that “[v]alues of closely held securities usually include discounts for lack of 

marketability,” which are determined based upon “[v]arious empirical studies.”36 

And, that it is not uncommon for minority discounts to range from 10-40%, which 

“severely and negatively” impact the value of minority interests in closely held 

entities.37 However, no information or studies have been provided to show that a 

specific minority discount is warranted in this case. The general circumstances 

appear to indicate that Harold’s minority interest would likely be discounted but, 

without supporting information, I do not find a basis for applying such a discount.

In summary, I conclude, in this case, the approach to fairly valuing the 

Estate’s share in BDF is to divide BDF’s assets proportionally between its two 

 

36 D.I. 88, Sterner Aff. ¶¶ 5, 6.
IMO Estate of Harold Marvel

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shareholders, Rolland and the Estate. This was the approach reflected in the 

Estate’s accounting.38 The evidence shows that BDF’s only confirmed assets, at 

the time of Harold’s death, were the funds in its banking account and its crops in 

the ground. Since there is no evidence that those crops were profitable, the value 

of the Estate’s share is its proportional share of BDF’s bank account. Sufficient 

information on BDF’s finances is not available to rely on other valuation methods 

used for closely held corporations, such as the capitalized earnings method, or to 

apply a specific minority discount here. If the value is as BDF’s expert opined –

that the Estate’s interest in this case “is likely to be worth only what the majority 

interest is willing to pay for it,” then that criteria has been met because Rolland 

agreed to the proportional division of BDF’s bank account.39 

C. Harold’s personal bank account with Donna

Penny argues that Harold’s PNC bank account (“PNC Account”) was a 

convenience account and that the funds became part of the Estate at his death, 

while the Estate asserts that it was a joint account with Donna and the funds passed 

to her at Harold’s death. Bank records show that the PNC Account, which held 

 

37 Id., Sterner Aff. ¶ 6.

38 I also find that the Estate’s reimbursement for BDF’s payment of Harold’s funeral 

expenses as a part of this process was proper, since those expenses are clearly debts of 

the Estate. 

39 Id., Sterner Aff. ¶ 7; Trial Tr. 183: 13 - 184: 14.
IMO Estate of Harold Marvel

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$9,036.93 at Harold’s death, was titled in the names of Donna, Harold and Jean 

Marvel (Harold’s deceased wife).40

A convenience account is created by the true owner of the funds when he 

adds names of other persons on the account so that those persons can access the 

funds in the account if the owner is incapacitated and the funds are needed for his 

benefit.41 If the PNC Account was a convenience account in this case, Donna was 

intended to have access to the account to make expenditures for Harold’s benefit, 

but would not have the right to keep the funds at Harold’s death. If it was a true 

joint tenancy, then the funds in the PNC Account passed to Donna and not to the 

Estate. The ownership of bank accounts as joint tenancies with right of 

survivorship are not favored in Delaware and there is a rebuttable presumption that 

the bank account is owned as tenants in common unless the person “makes [his]

intentions explicit in the language used to create title to the property” that he 

intends to create a joint tenancy with right of survivorship.42 And, a transfer of 

 

40 Tr. Ex. 38.

41 See IMO Estate of Barnes, 1998 WL 326674 (Del Ch. June 18, 1998).

42 IMO Estate of Hall, 2014 WL 4948188, at *7 (Del. Ch. Oct. 2, 2014), adopted 2014 

WL 4950090 (Del. Ch. 2014); Speed v. Palmer, 2000 WL 1800247, at *4 (Del. Ch. June 

30, 2000) (joint tenancy “can only be created by clear and definite language not 

reasonably capable of any different construction”) (citation omitted).
IMO Estate of Harold Marvel

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property for no consideration between close family members, such as between a 

parent and child, is “presumed to be a gift.”43

The starting point in this analysis is the language in the bank documents: if 

the financial document creating the PNC Account includes “clear and definite 

language” showing that Harold intended to create a joint tenancy with right of 

survivorship, then “parol evidence may not be admitted to vary the terms of the 

instrument.”44 In this case, the PNC Account does not contain clear language 

showing that Harold intended to create a joint tenancy with right of survivorship 

with Donna. There is nothing on the signature card, or anything in the record 

related to the bank documents, that shows Harold intended to – or knew that – he 

was establishing a joint account when he added Donna. The bank information 

indicates that Donna’s signature authorizes a “change in title” but fails to show 

whether the account is a joint account or to provide additional information that 

would elucidate Harold’s intent.

Donna testified that PNC Bank confirmed the PNC Account’s joint status 

when it closed the account and released the funds to her.45 Donna also testified 

 

43 IMO Estate of Hall, 2014 WL 4948188, at *7; Hudak v. Procek, 727 A.2d 841, 843 

(Del. 1999).

44 In re Estate of Gedling, 2000 WL 567879, at *6 (Del. Ch. Feb. 29, 2000) (citing Walsh 

v. Bailey, 197 A.2d 331 (Del. 1964)).

45 Trial Tr. 29: 8-12.
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that she was added as signatory on the PNC Account “sometime after her mother 

died,” and that the only person who had written checks on that account prior to that 

time was Harold.46 She further testified that she knew the funds were her father’s 

money; she never used any of the funds in that account for her own personal use 

during his lifetime, and that Harold “wanted [her] to have [the money] when he 

was gone.”47

I find the evidence does not show that Harold intended the PNC Account to 

be owned in joint tenancy. Although the account was titled in Harold’s and 

Donna’s names and Donna states that Harold told her the money would be hers at 

his passing, other evidence indicates that all the funds in the account originated 

from Harold and the account was only used to pay his bills. Donna was also 

signatory on the BDF account for purposes of paying bills. Harold relied on 

Donna to help pay bills for him, when needed, using his money. And, Harold’s 

estate plan generally anticipated an equal division among his daughters for the 

property they received. Accordingly, I conclude the PNC Account was a 

convenience account, and was not intended by Harold to be a joint account with, or 

 

46 Trial Tr. 65: 13 - 66: 9. Donna also testified that Harold knew the difference between a 

signatory account and a joint account because she was signatory on the BDF account and 

owned the PNC Account jointly with her father. Trial Tr. 28: 21- 29: 7. However, the 

BDF account information was not included as evidence so I cannot discern any 

differences, or similarities, in those accounts.
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a gift to, Donna. The $9,036.93 in the PNC Account passed to the Estate at 

Harold’s death.

D. Executrix’s commission

Penny alleges that Donna, executrix of the Estate, should not be paid a 

$3,200 commission. The Estate responds that the commission is justified given 

Donna’s efforts. With this issue, Penny is seeking a surcharge and the burden falls 

on her to demonstrate that a surcharge is warranted.

Court of Chancery Rule 192 addresses the issue of fees for personal 

representatives of an estate, and states that, in determining the reasonableness of a 

personal representative’s commission for administration of an estate, the Court 

may consider the time spent by the personal representative, risk and responsibility 

involved, the novelty and difficulty of questions presented, the skill and experience 

of the representative, provisions of the will regarding compensation, comparable 

rates for similar work and services in the community, the character and value of the 

assets, the loss of business necessitated by acceptance of the administration, and 

the benefits obtained for the estate by the administration.48

The $3,200 commission paid to Donna represented less than 1% (.32%) of 

the approximately $1 million Estate. Donna was responsible for compiling all bills 

 

47 Trial Tr. 28: 14-16; 44: 9-18.
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and receipts and otherwise ensuring that all Estate expenses were paid, took unpaid 

time off work to address Estate issues. She traveled to the Estate’s lawyer’s office 

more than a dozen times to work on estate matters; resolved legal matters related to 

satisfaction of judgments and mortgages against Harold’s real estate; and has been 

involved as the Estate’s representative in this litigation for over four years.49 

Donna testified that she works in a local business’ office, so she has some 

background in the type of work required for administering an estate.50 Given all of 

these factors, I find that Penny has not met her burden of showing that the $3,200 

commission paid to Donna was unreasonable.

E. Other exceptions

Penny’s other exceptions relate to her claims that the Estate improperly paid 

the electric bills for the garage property (in which Rolland has a life interest) and 

that Harold’s personal cars should have passed through the residuary estate. 

Donna denies that the Estate paid any electric bills for the garage property, 

testifying that the electric bills paid were for the home property.51 I do not find 

 

48 Ct. Ch. R. 192.

49 Trial Tr. 23: 11 - 24: 2.

50 Trial Tr. 42: 17 - 43: 23.

51 Trial Tr. 22: 18 - 23: 5. The Estate account shows that three electric bills were paid for 

three accounts on May 23, 2013 (for a total of $155.12) and on July 3, 2013 (for a total of 

$113.32). Tr. Ex. 19. There was some question about how there were three meters on the 

home property resulting in the multiple accounts but the evidence did not prove any 
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there was evidence that the Estate improperly paid electric bills for the garage 

property. 

The Will states that Harold left all of his farm machinery (other than his 

haying equipment) and his vehicles to Rolland. Vehicles are not addressed 

otherwise in Harold’s Will. Penny claims that Rolland was not supposed to 

receive Harold’s personal vehicle or the four-digit Delaware tag. There was 

testimony that Harold stated that he “forgot” when making his Will and meant to 

leave the car tag to Donna.52 Regardless of the testimony concerning Harold’s oral 

statements that he made a mistake, his Will addresses his vehicles and cannot be 

reformed to correct a mistake.53 Further, Donna testified that Rolland gave her the 

car tag when she told him of Harold’s wishes.54 I find Harold’s personal car (and 

 

improper payments on electric bills and the amounts were de minimis. See Trial Tr. 36: 

13 - 37:8.

52 Trial Tr. 31: 4-8.

53 See, e.g., Miller v. Equitable Tr. Co., 27 Del. Ch. 282, 32 A.2d 431, 434 (1943) (the 

intent in a will must be enforced, “if the expression is plainly discernible from the 

language employed, and in such cases surrounding facts and circumstances can be of no 

importance”); In re Will of Fleitas, 2010 WL 4925819, at *5 (Del. Ch. Nov. 30, 2010) 

(“[i]f a mistake was made in the writing of the [will] ... this court has no power to correct 

a mistake, and it cannot, by introduction of parol evidence, rewrite the [will]”) (citation 

omitted).

54 Trial Tr. 64: 18 - 65:4.
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the four digit Delaware license tag) were addressed in his specific bequest and 

were not part of the residuary estate.

III. Conclusion

For the reasons set forth above, I find that BDF was a corporate entity at the 

time of Harold’s death through the subsequent revival of its certification of 

incorporation, and that Rolland held a 51% interest, and Harold held a 49% 

interest, in BDF. I also conclude that Harold’s former share in BDF was fairly 

valued through the proportional division of BDF’s assets, consisting of its bank 

account, between its two shareholders, Rolland and the Estate. 

In addition, I find the PNC Account was a convenience account and was not 

intended by Harold to be a joint account with, or a gift to, Donna, so the funds in 

that account passed to the Estate at Harold’s death. Finally, I conclude the $3,200 

commission paid to the executrix was reasonable, the Estate did not improperly 

pay electric bills for the garage property, and Harold’s personal car and four-digit 

Delaware license tag were not part of the residuary estate. I recommend that the 

Court adjust the accounting to reflect that the $9,036.93 in the PNC Account 

passed to the Estate at Harold’s death. This is a final report and exceptions may be 
IMO Estate of Harold Marvel

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taken pursuant to Court of Chancery Rule 144.

Sincerely,

/s/ Patricia W. Griffin

Patricia W. Griffin

Master in Chancery

PWG/kekz