BAILEY, Judge.
Richard R. Waterfield and J. Randall Waterfield appeal the trial court's entry of
We affirm.
Richard and Randall are two of Julie's three children, and the grandchildren of John and Ruth Rhinehart, Julie's parents. In 1997, John and Ruth established the Julie R. Waterfield Irrevocable Trust ("the Trust") with an initial principal balance of $4 million. The Trust's stated purpose is for Julie's "benefit." Appellants' App. at 241. Under the terms of the Trust, Julie was originally entitled to an annual distribution of $100,000. Richard and Randall are not entitled to any distributions from the Trust. Rather, any distributions Richard and Randall might receive from the Trust are discretionary and require an assessment of their health, education, maintenance, and support needs at the time of the potential distribution.
John and Ruth named themselves co-trustees of the Trust along with TCO, but after John's death Ruth served as co-trustee with TCO. The Trust terminates at Julie's death, at which time its assets will pour over into additional trusts created by John and Ruth ("the Pour-Over Trusts"). Under the terms of the Pour-Over Trusts, Richard and Randall will each be entitled to an annual $25,000 distribution and might also receive discretionary distributions under certain conditions identical to the provisions in the Trust.
Sometime before November of 2002, Ruth pledged $1.5 million to Indiana University-Purdue University Fort Wayne ("IPFW") to fund a new recital hall within IPFW's music building. Ruth intended to fund her pledge with stock holdings, but those holdings later became worthless. In November of that year, Ruth met with her attorney, C. Daniel Yates, and TCO financial advisor Debra Bennett. The three agreed that, "to achieve [Ruth's] objectives, the [T]rust [would] have to be reformed." Appellants' App. at 495.
Pursuant to the terms of the Trust, Ruth, in her "sole judgment and discretion," initiated the reformation process. Appellants' App. at 248. However, in order to reform the Trust, the reformation had to be based on an "unforeseeable condition," such as an "event[] tending to greatly impair the intent and purposes of" the Trust. Appellants' App. at 247-48. And to protect that limited basis for reformation, Ruth had to obtain the permission of a court.
Shortly thereafter, TCO hired Yates as its own attorney. On December 13, 2002, TCO, as co-trustee, filed a "Petition to Docket and Reform Trust and Remove Trust From Docket" in the Marion Superior Court. Appellants' App. at 66. The petition sought to increase Julie's annual
Yates, who had prepared the Trust and now represented both TCO and Ruth, drafted the necessary consent forms. According to the consent form relevant here ("the Consent Form"):
The undersigned do hereby state, as follows:
Appellants' App. at 207-09. The Consent Form's pages were numbered, with the
Yates read the Consent Form to Ruth and Julie at a meeting and explained the necessity of obtaining the signatures of all beneficiaries in order to reform the Trust. Ruth and Julie informed Yates that they would obtain the signatures of Julie's children while the family was together for the holidays. Bennett agreed to give a presentation to Julie's children, among others, on December 26.
On December 26, Ruth held a family meeting at her house. Richard and Randall were present. The proposed reformation of the Trust was on the agenda for the meeting, which Richard later recalled having seen. Richard also later acknowledged that "IPFW may have been mentioned" at that meeting. Appellants' App. at 415. Richard, Randall, and the other beneficiaries executed the Consent Form. According to Richard's later testimony, they signed the Signature Page "a few days before" the family meeting, which Julie had told him "related to the reformation," and Richard then "asked for the [full] documents." Appellants' App. at 415. TCO filed the fully executed Consent Form with the court on January 6, 2003, and the court granted the request to reform the Trust.
On January 8, 2003, Yates sent a letter to Richard. Yates stated, "[a]s requested, enclosed are copies of the Verified Consents you recently signed regarding ... the [Trust] for your records. Should you have any questions or comments, of course, please let us know." Appellants' App. at 418. At the bottom of the letter, Yates indicated there were "[e]nclosures." Appellants' App. at 418. Richard later recalled receiving Yates' letter, but had no "specific recollection one way or the other" whether he saw the enclosures. Appellants' App. at 416. Richard also agreed that it would be "reasonable to assume that [he] would have contacted [Yates] about the missing documents" but stated that he had "no recollection of contacting Mr. Yates." Appellants' App. at 416.
More than three years later, on March 24, 2006, the parties entered into a tolling agreement ("the Tolling Agreement"), which preserved any causes of action that had not yet tolled under the applicable statute of limitations. On March 22, 2007, Richard and Randall filed a complaint against Julie and TCO. In their original complaint, Richard and Randall alleged that Julie and TCO had obtained their signatures consenting to the reformation of the trust through fraud. Two months later, Richard and Randall filed their amended complaint. In their amended complaint, Richard and Randall reiterated that they did not knowingly execute the Consent Form and that they did not learn of Julie's increased annual distribution from the Trust "until long after" January of 2003. Appellants' App. at 71. In their amended background allegations, Richard and Randall stated that, in an earlier filing with the court, TCO had acknowledged that "a portion of the additional distributions [to Julie under the reformed Trust] was to be used to support Ruth['s] pledge to [IPFW] of $1.5 million," which was "inconsistent" with the stated purpose for the reformation of the Trust. Appellants' App. at 67 (quotations omitted). Richard and Randall then raised the following allegations: fraud, constructive fraud, breach of fiduciary duty, breach of trust, and improper reformation of trust. Richard and Randall sought as relief, among other things, restoring Julie's distribution from the Trust to $100,000 per year.
On December 22, 2009, TCO filed its motion for summary judgment. On January 27, 2010, Julie likewise filed a motion
Richard and Randall appeal the trial court's summary judgment for TCO and Julie. Our standard of review for summary judgment appeals is well established:
Dreaded, Inc. v. St. Paul Guardian Ins. Co., 904 N.E.2d 1267, 1269-70 (Ind.2009) (citations omitted). The party appealing from a summary judgment decision has the burden of persuading this court that the grant or denial of summary judgment was erroneous. Knoebel v. Clark County Superior Court No. 1, 901 N.E.2d 529, 531-32 (Ind.Ct.App.2009).
The trial court entered detailed findings and conclusions in its order on summary judgment. The entry of specific findings and conclusions does not alter the nature of a summary judgment, which is a judgment entered when there are no genuine issues of material fact to be resolved, nor does it alter our review upon appeal. Rice v. Strunk, 670 N.E.2d 1280, 1283 (Ind.1996). Thus, in the summary judgment context, we are not bound by the trial court's specific findings of fact and conclusions thereon, which merely aid our review by providing us with a statement of reasons for the trial court's actions and, as with the trial court's order here, detailed citations to the summary-judgment documents. Id.
Richard and Randall assert that TCO and Julie breached their fiduciary duties and committed a breach of trust in the reformation of the Trust. Specifically, Richard and Randall allege that TCO and Julie were fiduciaries to Richard and Randall yet, despite that relationship, "neither [TCO nor Julie] informed [Richard and Randall] of the purposes for the Signature Pages and the contents of the Consent document to which their signatures were later attached." Appellants' Br. at 17-18. Richard and Randall further allege that they "relied upon and trusted" their fiduciaries "when they signed the Signature Pages without having read—or having been provided—the Consent documents or Petition. Accordingly, they are not bound as a matter of law to their signatures," which leads them to conclude that the reformation was accomplished without their consent. Appellants' App. at 18.
The undisputed evidence shows the following: in December of 2002, Richard and Randall signed the Signature Page; the Signature Page contains language that is in clear reference to the Trust; and the Signature Page is numbered page 3 of a larger document. Richard and Randall allege that they did not read or consider the Consent Form as a whole when they signed the Signature Page.
Nonetheless, on January 8, 2003, Yates sent a letter to Richard. Yates stated, "[a]s requested, enclosed are copies of the Verified Consents you recently signed regarding... the [Trust] for your records. Should you have any questions or comments, of course, please let us know." Appellants' App. at 418. And at the bottom of the letter, Yates indicated there were "[e]nclosures." Id. Richard later recalled receiving Yates' letter, but had no "specific recollection one way or the other" whether he saw the enclosures. Id. at 416. Richard also agreed that it would be "reasonable to assume that [he] would have contacted [Yates] about the missing documents" but stated that he had "no recollection of contacting Mr. Yates." Id.
Although Richard and Randall acknowledge that they were aware of the existence of the Consent Form as early as January 8, 2003, they claim that they did not actually receive that document and its attached exhibits until March 26, 2004, and then only after "diligent efforts to obtain copies of the Consent documents and other Trust documents." Appellants' Br. at 30. On March 26, 2006, Richard and Randall entered into the Tolling Agreement, and they filed suit on March 22, 2007. Richard and Randall further allege that they did not learn of the purportedly illicit purpose for the reformation—to provide a means to fund Ruth's $1.5 million pledge to IPFW— until after they filed their lawsuit.
Richard and Randall's claims for breach of fiduciary duty and breach of trust are time barred. The alleged tortious conduct occurred in December of 2002 and January of 2003. The parties did not enter into their Tolling Agreement until March of 2006, more than three years later. As such, the statute of limitations on both actions had expired prior to the execution of the Tolling Agreement, and that agreement has no effect on these two alleged causes of action.
Richard and Randall attempt to avoid the statute of limitations by asserting that they could not have discovered their claims until well after January of 2003. The "discovery rule" states that "a cause of action accrues when the plaintiff knew or, in the exercise of ordinary diligence, could have discovered that an injury had been sustained as a result of the act of another." Farmers Elevator Co. of Oakville, Inc. v. Hamilton, 926 N.E.2d 68, 77 (Ind.Ct.App.2010) (quotations omitted), trans. denied. Further, when a tortfeasor conceals discovery of the alleged tort, the statute of limitations is tolled until discovery of the tort. See State v. Puckett 531 N.E.2d 518, 524 (Ind.Ct.App.1988). However, "the failure of the plaintiff to exercise reasonable care and diligence to discover [the alleged tort] precludes the tolling of the statute." Id.
Further, we are not persuaded by Richard and Randall's assertion that they could not have discovered these causes of action in a timely manner because they did not learn of the purported relationship between the reformation of the Trust and Ruth's pledge to IPFW until after they had filed their original complaint. The heart of Richard and Randall's breach of trust and breach of fiduciary duty allegations is the manner in which TCO and Julie acquired Richard and Randall's signatures. According to the amended complaint, TCO and Julie failed "to inform [Richard and Randall] about the nature and impact of the Signature Page and Consent...." Appellants' App. at 78. That failure, they allege, was a breach of TCO and Julie's fiduciary responsibilities and, because the reformation is based on those improper signatures, that conduct likewise constituted a breach of trust by TCO and Julie. Nothing about those actions required knowledge of the purported relationship between the reformation and Ruth's pledge to IPFW. Accordingly, Richard and Randall cannot rely on a fiduciary relationship to toll the statute of limitations.
In sum, we hold that Richard and Randall's claims for breach of fiduciary duty and breach of trust are time barred. Although Julie has not expressly made the same argument on her own behalf, our conclusion applies equally to her. Accordingly, we hold that the trial court properly entered judgment as a matter of law for TCO and Julie on these claims.
We next address Richard and Randall's allegations that TCO and Julie committed fraud and constructive fraud based on the Trust reformation.
In support of their motions for summary judgment, TCO and Julie submitted evidence demonstrating the following undisputed facts: the Trust's opening
Upon Julie's death, the Trust's assets are to be transferred to the Pour-Over Trusts. Assuming a 3.16% annual rate of return, which is less than the Trust's historical performance and less than the twenty-year rate of return for the asset class in which the Trust is invested, see Appellees' App. at 497, the Trust is expected to pass more than $32 million into the Pour-Over Trusts upon Julie's death (based on the reformed distribution amounts to Julie). Richard and Randall will then each be entitled to an annual distribution of $25,000. The expected total guaranteed distribution to Richard and Randall from the Pour-Over Trusts is slightly less than $15 million. Richard and Randall might receive additional discretionary distributions from the Pour-Over Trusts, but any such distributions are not automatic and may be denied by the trustee.
Richard and Randall have not presented any evidence of an actual injury as a proximate result of TCO and Julie's allegedly fraudulent conduct.
Cognizant of this lack of evidence, Richard and Randall instead assert that harm to the body of the Trust is sufficient injury to sustain their fraud allegations. On these facts, we cannot agree. In support of their conclusion, Richard and Randall rely on several Indiana cases, which collectively fall into two categories. First, Richard and Randall reference law that shows a claim for breach of fiduciary duty or a claim for breach of trust may be made based solely on an allegation of harm to the body of a trust. See, e.g., Ind.Code § 30-4-3-11(b) ("If the trustee commits a breach of trust, the trustee is liable to the beneficiary for: (1) any loss or depreciation in the value of the trust property as a result of the breach...."). But, as discussed above, Richard and Randall's claims of breach of fiduciary duty and breach of trust are time barred.
The other category of law referenced by Richard and Randall note that claims of fraud may be based on a "legal injury." Appellants' Br. at 23. But none of those cases state that an action for fraud or constructive fraud may be based merely on
Our reasoning applies with equal force to Richard and Randall's allegations of fraud on the court. To show fraud on the court, "the party must establish that an unconscionable plan or scheme was used to improperly influence the court's decision[,] and that such acts prevented the [complaining] party from fully and fairly presenting its case or defense." Stonger v. Sorrell, 776 N.E.2d 353, 357 (Ind.2002). "Fraud on the court has been narrowly applied and is limited to the most egregious of circumstances involving courts." Id. Further, the remedy for such a claim is "extremely limited." Id. at 356. We fail to see how Richard and Randall are in a position to claim that TCO and Julie's behavior was an "egregious" use of the court when they themselves have suffered no demonstrable injury. See Global Travel Agency, Inc. v. Metal Recovery Techs., Inc., 727 N.E.2d 1101, 1104-05 (Ind.Ct.App.2000). Hence, TCO and Julie are entitled to judgment as a matter of law on Richard and Randall's claims of fraud and constructive fraud.
In sum, the trial court properly entered summary judgment for TCO and Julie. Richard and Randall's claims for breach of fiduciary duty and breach of trust are time barred. And their claims for fraud and constructive fraud are not supported by any evidence of actual injury. As such, there is no genuine issue of material fact that precludes the entry of summary judgment for TCO and Julie, and we affirm the trial court's entry of judgment as a matter of law.
Affirmed.
BAKER, J., and DARDEN, J., concur.