Probate Motion in IN THE MATTER OF THE IN RE THE EMILY G.B. MARTIN 1997 REVOCABLE TRUST| Trellis.Law

On August 21, 2019 a Probate Matters was filed involving a dispute between Martin Jr, Stanford R., Martin, Stanford Sr., and Cav Distributing Corp., Martin Jr, Stanford R., for TRUST (petition for instructions regarding enforceability of marital provisions) in the District Court of San Francisco County.

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1 JAMES M. WAGSTAFFE (95535)
wagstaffe@wvbrlaw.com
2 FRANK BUSCH (258288) ELECTRONICALLY
busch@wvbrlaw.com
3 WAGSTAFFE, VON LOEWENFELDT, F I L E D
Superior Court of California,
BUSCH & RADWICK LLP County of San Francisco
4 100 Pine Street, Suite 725
San Francisco, CA 94111 06/03/2020
5 Clerk of the Court
Telephone: (415) 357-8900 BY: AISHA NELSON
Fax: (415) 357-8910 Deputy Clerk
6
Attorneys for Respondent
7 Stanford R. Martin, Jr.,
in his individual capacity, and
8 CAV Distributing Corp.
9
SUPERIOR COURT OF CALIFORNIA
10
COUNTY OF SAN FRANCISCO
11

12
In re the: Case No. PTR-19-303118
13

14 VERIFIED OBJECTIONS TO
Emily G.B. Martin 1997 Revocable Trust
PETITION FOR INSTRUCTIONS
15 REGARDING ENFORCEABILITY OF
MARITAL PROVISIONS AND FIRST
16 AMENDED PETITION FOR
INSTRUCTIONS REGARDING TRUST
17 ASSETS AND INCOME
18

19 DATE: October 13, 2020
TIME: 9:30 a.m.
20 DEPT: 305
21

22 Petition Filed: August 21, 2019

23 TRIAL: [None]

OBJECTIONS TO PETITIONS
1 I. INTRODUCTION
2 At least a decade too late, Petitioner Stanford R. Martin Sr. (“Stan Sr.” or “Petitioner”)
3 seeks to contest terms of his wife Emily G.B. Martin (“Emily”)’s trust that became irrevocable
4 upon her death on February 23, 2009. The purpose of his challenge is to further delay Emily’s

5 wish to distribute her separate property to her children, Stanford R. Martin Jr. (“Stan Jr.” or

6 “Respondent”) and George Whitney III (“George”). In a consolidated action, Stan Sr. also seeks

7 to assert three meritless claims against CAV Distributing Corp. (“CAV”) in his capacity as

8 trustee of his joint marital trust with Emily.

9 Emily structured the Emily G.B. Martin 1997 Revocable Trust (“Emily’s Trust”) to

10 deliver its assets—primarily, three San Francisco homes—to her children, but to delay the
11 completion of those gifts while Stan Sr. remained a widower after her death. This structure was
12 intended to ensure Stan Sr. was taken care of, either by rental income from Emily’s separate
13 property or by a subsequent wife if he remarried. Stan Sr. was always aware of this plan, which
14 is mirrored in the family trust established jointly by Stan Sr. and Emily. He also received notice
15 that Emily’s Trust was irrevocable, along with a copy of Emily’s Trust, shortly after Emily died.
16 Emily and Stan Sr. jointly structured the Stanford R. Martin and Emily G.B. Martin 1997
17 Revocable Trust (“the Marital Trust”) to deliver its sole remaining asset—100 CAV shares—to
18 Stan Jr., but to delay the completion of that gift while Stan Sr. remained a widower after Emily’s
19 death. This structure was intended to support the same purpose as that served by Emily’s Trust.

20 Stan Sr. was always aware of this plan, including because he is a settlor and has served as a

21 trustee of the Marital Trust since its formation. By its terms, the Marital Trust has been

22 irrevocable since Emily died.

23 For the first time last year, Stan Sr. has decided to contest both trusts by claiming that

24 Emily’s desire to protect him was actually a restraint on marriage. He has done so by filing two

25 petitions: a “Petition for Instructions Regarding Enforceability of Marital Provisions” (the

26 “Emily’s Trust Petition”) and a “First Amended Petition for Instructions Regarding Trust Assets

27 and Income (the “Marital Trust Petition”). But Emily’s intent (in which he joined in settling the
28 Marital Trust) was clear: she wanted to give Stan Sr. the use of her property’s rent so long as he

2
OBJECTIONS TO PETITIONS
1 remained single, while ensuring that the Trusts’ corpus ultimately went to her children. The

2 petitions are therefore meritless along with being time-barred.

3 For these reasons, Stan Jr., in his individual capacity, and CAV respectfully request that

4 the petitions be denied and Emily’s intent be honored.

5 II. THE PETITIONS LACK MERIT
6 A. THE PETITIONS ARE TIME BARRED
7 1. Both Petitions Are Time Barred Pursuant to Section 16061.8
8 California Probate Code Section 16061.8 provides that “[n]o person upon whom the
9 notification by the trustee is served pursuant to this chapter, whether the notice is served on him

10 or her within or after the time period set forth in subdivision (f) of Section 16061.7, may bring an
11 action to contest the trust more than 120 days from the date the notification by the trustee is
12 served upon him or her, or 60 days from the date on which a copy of the terms of the trust is
13 delivered pursuant to Section 1215 to him or her during that 120-day period, whichever is later.”
14 Courts have held that “an action to contest the trust” means an action that “necessarily involved
15 the issue of the validity of” a trust. Estate of Stoker, 193 Cal. App. 4th 236, 241 (2011). Here,
16 the Emily’s Trust Petition directly attacks the validity of Emily’s Trust and therefore is a contest
17 within the meaning of Section 16061.8. Likewise, the Marital Trust Petition seeks to enforce
18 rights based upon a trust corpus that the Marital Trust requires to have been distributed to Stan
19 Jr., and is therefore premised upon the same issue of validity.

20 Some authority regarding Section 16061.8 holds that “[w]hether there has been a

21 ‘contest’ within the meaning of a particular no-contest clause depends upon the circumstances of

22 the particular case and the language used.” See Yeh v. Tai, 18 Cal. App. 5th 953, 967 (2017).

23 Emily’s Trust contains a broad no-contest provision, which provides:

24 In the event any beneficiary under this Trust shall, singly or in conjunction
with any other person, or persons, contest in any court the validity of this Trust or
25 of the deceased Settlors' last will, or shall seek to obtain an adjudication in any
proceeding in any court that this Trust, or any of its provisions, or that such will,
26 of any of its provisions, is void, or otherwise to void, nullify or set aside this Trust
or any of its provisions, then the right of this person to take any interest given to
27 him by this Trust shall be determined as it would have been determined had the
person predeceased the execution of this declaration of Trust without surviving
28 issue. The Trustees are hereby authorized to defend, at the expense of the Trust

3
OBJECTIONS TO PETITIONS
1 estate, any contest or other attack of any nature on this Trust or any of its
provisions.
2
Emily’s Trust Article Twenty-First. The Marital Trust contains a substantively identical
3
provision, in its Article Twenty-First. Stan Sr.’s Petitions fall within this no-contest provision, as
4
Stan Sr. is a beneficiary who expressly seeks an adjudication that a provision of Emily’s Trust is
5
void (or should otherwise be nullified and/or set aside), while seeking relief as trustee of the
6
Marital Trust predicated upon his refusal to honor a provision of that trust.
7
Nor does the fact that Stan Sr. claims provisions of the trusts are void provide any
8
exception to this rule. To the contrary, “[a]ctions to void contracts are nonetheless subject to the
9
statute of limitations.” Marin Healthcare Dist. v. Sutter Health, 103 Cal.App.4th 861, 879
10
(2002). This has been the rule for nearly a century, as “in 1942, the California Supreme Court
11
held in Moss that a party's claim that an instrument was void as being contrary to public
12
policy was subject to the four-year statute of limitations in Code of Civil Procedure section
13
343. A claim that an instrument is contrary to public policy constitutes a claim that the
14
instrument is void ab initio. Thus, in Moss, the California Supreme Court concluded that a claim
15
premised on a contention that an instrument is void ab initio is subject to a statute of limitation.”
16
Walters v. Boosinger, 2 Cal. App. 5th 421, 432-33 (2016) (affirming order sustaining demurrer
17
to untimely quiet title action alleging a grant deed was void).
18
Thus, under any definition of “contest” as it is used in Section 16061.8, Stan Sr. was
19
obligated to file both petitions within 120 days of the date of notification by the trustee. That
20
date was shortly after Emily passed in 2009, and Stan Sr.’s petitions are therefore many years too
21
late.
22
To the extent Stan Sr. claims that he did not properly notify himself of the irrevocability
23
of the Martial Trust, defects in such notice are excused by the information he was provided.
24
Germino v. Hillyer, 107 Cal. App. 4th 951, 955 (2003). To the extent that notification is invalid
25
in any respect, a trustee’s duty to notify himself would be an idle act that is therefore not
26
required. Id. (citing Civ. Code, § 3532). Moreover, any consequences of such a failure to
27
comply with Stan Sr.’s statutory duty to provide notice are chargeable to him, and do not provide
28
any avenue to affirmative relief. Cal Prob Code § 16061.9(a).
4
OBJECTIONS TO PETITIONS
1 2. Both Actions Are Barred By Ordinary Contract Limitations
Periods
2
Code of Civil Procedure 337(a) requires that “an action upon any contract, obligation or
3
liability founded upon an instrument in writing” be brought within four years. Here, both
4
petitions are actions founded upon an instrument in writing. Morse v. Crocker Nat'l Bank, 142
5
Cal. App. 3d 228, 234 (1983) (four-year limitations period applies to claim seeking rescission of
6
irrevocable trust). Each accrued in 2009, as Emily’s death made both Trusts irrevocable, and
7
Stan Sr.’s newfound claim that they somehow restrained his ability to remarry was therefore
8
“complete with all of its elements”—those elements being wrongdoing, harm, and causation.”
9
Alexander v. Exxon Mobil, 219 Cal. App. 4th 1236, 1251, (2013). Nor would the discovery rule
10
render Stan Sr.’s claims timely, as he did, or reasonably could have, discovered the clauses at
11
issue in both Petitions at that time. Angeles Chem. Co. v. Spencer & Jones, 44 Cal. App. 4th 112,
12
119 (1996) (“The claim accrues when the plaintiff discovers, or could have discovered through
13
reasonable diligence, the injury and its cause.”). Indeed, he was served with a notice of
14
irrevocability regarding both Trusts in 2009, was the trustee of the Marital Trust, and Respondent
15
is informed and believes based upon documents produced by Mr. Meredith in this action, that
16
Petitioner had been involved in the drafting of both Trusts since 1997.
17
Nor does the fact that Stan Sr. claims provisions of the trusts are void provide any
18
exception to this rule. To the contrary, “[a]ctions to void contracts are nonetheless subject to the
19
statute of limitations.” Marin Healthcare Dist. v. Sutter Health, 103 Cal.App.4th 861, 879
20
(2002). This has been the rule for nearly a century, as “in 1942, the California Supreme Court
21
held in Moss that a party's claim that an instrument was void as being contrary to public
22
policy was subject to the four-year statute of limitations in Code of Civil Procedure section
23
343. A claim that an instrument is contrary to public policy constitutes a claim that the
24
instrument is void ab initio. Thus, in Moss, the California Supreme Court concluded that a claim
25
premised on a contention that an instrument is void ab initio is subject to a statute of limitation.”
26
Walters v. Boosinger, 2 Cal. App. 5th 421, 432-33 (2016) (affirming order sustaining demurrer
27
to untimely quiet title action alleging a grant deed was void).
28

5
OBJECTIONS TO PETITIONS
1 Because Stan Sr.’s claims, which are actions upon obligations founded on a written

2 instrument, accrued in 2009 and no action was filed for four years thereafter, they are untimely.

3 3. Stan Sr.’s Loan Enforcement Action Is Untimely
4 In addition to his probate claims, Stan Sr. has requested that “CAV and [Stan Jr.] as its

5 president, director, and corporate officers, be directed to repay the outstanding principal on the

6 personal loan [Stan Sr.] made to CAV, with interest, in an amount to be determined.” CAV does

7 not dispute that Stan Sr. provided it with money many years ago. CAV is informed and believes

8 that Stan Sr.’s money was provided on a non-recourse basis, at a time when Stan Sr. was the sole

9 shareholder of CAV, and no written instrument was ever prepared regarding Stan Sr.’s payment.

10 As such, any claim that Stan Sr.’s payment provided him with contractual rights is governed by

11 the two-year statute of limitations set forth in California Code of Civil Procedure, Section 339.

12 At times, CAV elected to make payment to Stan Sr. on or about the end of its fiscal year:

13 September 30. The last of these payments occurred on September 30, 2016. CAV has made no

14 subsequent payments to Stan Sr. Stan Sr. took no action regarding CAV’s non-payment until he

15 filed the Marital Petition in San Mateo Superior Court on October 30, 2019. This action, filed

16 more than three years after his last payment (and more than two years after the close of a fiscal

17 year in which Stan Sr. was not paid), renders Stan Sr.’s claim untimely.

18 B. THE TRUSTS ARE ENFORCEABLE
19 Even if Stan Sr. had contested the trusts in 2009, that contest would have failed because

20 Emily’s intent was not to restrain marriage within the meaning of Civil Code Section 710, and

21 Emily’s Trust is not otherwise unenforceable. Likewise, Emily and Stan Sr. did not collectively

22 intend to restrain Stan Sr.’s future marriage within the meaning of Civil Code Section 710 in

23 settling the Marital Trust.

24 As relevant to the Emily’s Trust Petition, Emily’s Trust provides that Stan Sr. shall

25 benefit from the net income of the Trust estate. Emily’s Trust, Art. Sixth. Real property located

26 at 288 Juanita Way was to be held in trust for the remainder of Stan Sr.’s life, after which George

27 would receive a life estate and George’s issue would receive ultimate ownership. Emily’s Trust.
28 Art. Ninth at paragraph J. Real property located at 81 San Andreas and 325 Yerba Buena was to

6
OBJECTIONS TO PETITIONS
1 be held in trust for the remainder of Stan Sr.’s life, after which Stan Jr. would receive a life estate

2 and his issue (or, if none, George’s issue) would receive ultimate ownership. Emily’s Trust.

3 Art. Ninth at paragraph K. Paragraphs J and K reiterate the provision of Article Sixth providing

4 the rents from these properties to Stan Sr. during his life. Paragraph L limits the length of Stan

5 Sr.’s receipt of rents such that it ends should he “remarry, cohabit with a person of the opposite

6 sex or bring any woman into the separate property of Emily G.B. Martin at any time for any

7 reason following the death of Emily G.B. Martin.” Emily’s Trust. Art. Ninth at paragraph L.

8 Thus, Emily’s Trust makes clear that her real property should go to her grandchildren, with life

9 estates to her children and an interregnum where it is held in trust to provide rental income for

10 Stan Sr.’s support.1 That interregnum ends upon Stan Sr.’s death, unless he married again, or
11 otherwise obtained other means of support through a romantic relationship.
12 As relevant to the Marital Trust Petition, the Marital Trust provides that if Stan Sr.
13 remarried or cohabited with a woman following Emily’s death, Stan Sr.’s gifts under the Marital
14 Trust would lapse, except he could continue to collect rents from 335 Yerba Buena for his
15 lifetime, or he could move into 335 Yerba Buena to live. Marital Trust at Article Ninth sub-part
16 (C). After the Marital Trust was settled, 335 Yerba Buena was removed from the trust and
17 transferred to Stan Sr. As such, Article Ninth sub-part (C) is functionally identical to Paragraph
18 L of Article Ninth of Emily’s Trust, and the same analysis applies.
19 Section 710 provides that “[c]onditions imposing restraints upon marriage, except upon

20 the marriage of a minor, are void; but this does not affect limitations where the intent was not to

21 forbid marriage, but only to give the use until marriage.” The question is therefore whether the

22 trusts impose a “restraint upon marriage” other than one that was intended “only to give the use
23 until marriage.” Although Section 710 has only rarely been interpreted by California courts, the

24 California Supreme Court’s early analysis of the provision in In re Estate of Fitzgerald, 161 Cal.

27
1
These provisions were simplified by later amendment to simply distribute the referenced
28 real property to Stan Jr. and George.

7
OBJECTIONS TO PETITIONS
1 319, 322 (1911), remains controlling. In Estate of Fitzgerald, the Court described the will as

2 follows:

3 “All of the provisions are consistent only with the idea that he felt it was fair and
necessary that she should have the use of all the residue of his estate for her
4 support and maintenance so long as she remained his widow, but that if she
married again, thus presumably obtaining other means of support, the son ought
5 properly to receive his fair share of the property at once, and the residue should be
at once divided between the wife and the son in such proportions as seemed
6 equitable. If she never contracted another marriage, the use of all the residue
would be necessary to her during the term of her natural life, and the only thing he
7 could fairly do for the son was to give him the remainder upon her death.”

8 In re Estate of Fitzgerald, 161 Cal. at 322. Based upon that construction, the Court had

9 no trouble concluding that the will presented “a scheme absolutely fair, and to which, in view of

10 section 710 of the Civil Code, there can be no legal objection.” Id.; see also Estate of Horgan,

11 91 Cal. App. 2d 618, 621 (1949) (“the conclusion seems inescapable that said devise is a valid

12 limitation and does not contain a condition in restraint of marriage. To conclude otherwise does

13 violence to the phrase appearing in the devise of apartment No. 1 ‘for the period of his natural

14 life or until he shall remarry’ which indicates that marriage was an event fixing the time of such

15 period.”). Here, restricting the interregnum during which Stan Sr. is guaranteed rental income

16 from Emily’s real property, and possession of CAV shares, is precisely the type of absolutely fair

17 and inescapably valid limitation that is supported by settled law.

18 Nor does Stan Sr.’s backup argument regarding claimed “overbreadth and ambiguity”

19 provide a basis to subvert Emily’s intent. Where there is a claimed ambiguity, Courts evaluate

20 the claim “to first ascertain, and then, if possible, give effect to the intent of the trustor” this is

21 done by “consider[ing] the whole of the trust instrument, not just separate parts of it.” Trolan v.

22 Trolan, 31 Cal. App. 5th 939, 949 (2019). Ambiguities are resolved in favor of “such an

23 interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried

24 into effect, if it can be done without violating the intention of the parties.” Cal. Civ. Code

25 § 1643; In re Marriage of Jensen, 114 Cal. App. 4th 587, 600 (2003). Here, such a construction

26 is obvious: the trusts assume that Stan Sr. will no longer need support if he is no longer single.

27 Moreover, Stan Sr.’s claimed ambiguities do not matter in the context of Stan Sr.’s life, as this is
28 not a case where Stan Sr. “became father to a daughter” or “a cleaning woman entered the

8
OBJECTIONS TO PETITIONS
1 residence.” Stan Sr. re-married. Given that choice, there is no ambiguity whatsoever about how

2 to apply the trusts to end the interregnum period in which property intended for Stan Jr. was held

3 in trust to benefit Stan Sr.

4 C. STAN SR.’S CLAIMS AGAINST CAV ARE OTHERWISE MERITLESS
5 As set forth in Section II(B) above, Stan Sr. cannot make claims on behalf of the CAV
6 shares held in the Marital Trust because that Trust’s terms required him to distribute those shares
7 to Stan Jr. upon his remarriage, and the time to challenge the trust’s terms (which Stan Sr.

8 himself settled) is long past. Despite this, Stan Sr. asserts one claim against CAV as trustee, one

9 claim against CAV as a shareholder, and one based upon an alleged personal loan. All are

10 meritless.
11 The first of these claims, “[t]hat CAV and [Stan Jr.], as its president, director, and
12 corporate officers, be directed to make dividend distributions to Petitioner, as trustee of the
13 Family Trust, in an amount to be determined” fails for the simple reason that CAV does not
14 make dividend distributions to any shareholder and never has. No rule requires corporations to
15 pay dividends, and many corporations (from tech giants like Amazon, Google, and Facebook
16 through more than ten percent of the S&P 500, down to closely held corporations like CAV) do
17 not. Indeed, far from being required, the California Corporate Code forbids the payment of
18 dividends unless certain pre-conditions are met. Cal. Corp. Code § 500. Stan Sr. simply cannot
19 prevail on a claim seeking an order forcing CAV to begin issuing dividends.

20 The second of these claims “[t]hat CAV and [Stan Jr.], as its president, director, and

21 corporate officers, be directed to allow Petitioner as a shareholder to inspect its account books,

22 records, and minutes of proceedings o[f] the shareholders and board” is likewise meritless. A

23 shareholder’s right of inspection is based in statute, and subject to statutory procedures.

24 Specifically, Chapter 16 of Division 1 of Title 1 of the Corporations Codes sets forth a statutory

25 scheme whereby a shareholder’s right of inspection is triggered by “written demand on the

26 corporation.” See Cal. Corp. Code § 1600(a), (c). The statutory scheme imposes requirements

27 upon such requests, including the identification of “a purpose reasonably related to the holder’s
28 interests as a shareholder.” Cal. Corp. Code § 1601(a)(1). These rights can only be enforced in

9
OBJECTIONS TO PETITIONS
1 court “[u]pon refusal of a lawful demand for inspection.” Cal. Corp. Code § 1603(a). Here, Stan

2 Sr. made no lawful demand for inspection, CAV never refused any such lawful demand, and

3 Stan Sr. therefore has no valid claim in this action.

4 The final claim, “[t]hat CAV and [Stan Jr.], as its president, director, and corporate

5 officers, be directed to repay the outstanding principal on the personal loan Petitioner made to

6 CAV, with interest, in an amount to be determined” is likewise meritless. First, it is time barred

7 as set forth above. Second, Petitioner’s payment of money to CAV many years ago was done on

8 a non-recourse basis, and does not provide him any right to interest, repayment, or any other

9 form of enforcement.

10 III. AFFIRMATIVE DEFENSES
11 Without admitting any of the allegations in the consolidated petitions (collectively, the

12 “Complaint”), Stan Jr. and CAV (collectively, “Respondent”) hereby allege defenses against the

13 Complaint. Respondent recognizes that, depending on the development of the facts and as

14 discovery progresses, some defenses may ultimately not be applicable. By such pleading below,

15 Respondent intends no alteration of the burden of proof and/or burden of going forward with the

16 evidence that otherwise exists with respect to any particular issue at law or equity. All defenses

17 are pled in the alternative and do not constitute an admission of liability or that Petitioner is

18 entitled to any relief.

19 FIRST AFFIRMATIVE DEFENSE
20 (Failure to State a Claim)

21 Respondent is informed and believes and, based thereon, alleges that the allegations in

22 the Complaint fail to set forth facts sufficient to state a cause of action upon which relief may be

23 granted against Respondent, and further fail to state facts sufficient to entitle Petitioner to the

24 relief sought, or any other relief whatsoever, from Respondent.

27
28

10
OBJECTIONS TO PETITIONS
1 SECOND AFFIRMATIVE DEFENSE
2 (Laches)
3 Respondent is informed and believes and, based thereon, alleges that under any
4 applicable law, Petitioner is barred from recovery because the Complaint and each and every

5 cause of action therein is barred by the doctrine of laches.

6 THIRD AFFIRMATIVE DEFENSE
7 (Unjust Enrichment)

8 Respondent is informed and believes and, based thereon, alleges that under any

9 applicable law, each of Petitioner’s claims is barred, in whole or in part, because relief in favor

10 of Petitioner would result in unjust enrichment.
11 FOURTH AFFIRMATIVE DEFENSE
12 (Ratification / Acquiescence)
13 Respondent is informed and believes and, based thereon, alleges that Petitioner, by his
14 acts, conduct and/or omissions, have ratified and/or acquiesced to the acts, conduct and
15 omissions, if any, of Respondent, Emily, and/or Emily’s Trust, thus Petitioner is barred from
16 seeking any relief from Respondent or the Court.
17 FIFTH AFFIRMATIVE DEFENSE
18 (Statute of Limitations)
19 Respondent is informed and believes and, based thereon, alleges that under any

20 applicable law, each claim is time-barred, in whole or in part, including by the provisions of

21 Probate Code Section 16061.8, Code of Civil Procedure Sections 337 and 339, or any other

22 applicable law.

23 SIXTH AFFIRMATIVE DEFENSE
24 (Waiver)

25 Respondent is informed and believes and, based thereon, alleges that the claims are

26 barred, in whole or in part, because Petitioner executed a waiver and release and/or otherwise

27 agreed to release and waive rights to some or all of the claims asserted in the Complaint.
28

11
OBJECTIONS TO PETITIONS
1 SEVENTH AFFIRMATIVE DEFENSE
2 (Estoppel)
3 Respondent is informed and believes and, based thereon, alleges that Petitioner engaged
4 in conduct and activities with respect to the subject of this litigation, and by reason of said

5 activities and conduct, are estopped from asserting any claims for damages or seeking any other

6 relief against Respondent.

7 EIGHTH AFFIRMATIVE DEFENSE
8 (Justification/Privilege)

9 Under any applicable law, the actions of Respondent that allegedly give rise to liability

10 herein, if any such actions occurred, were privileged and/or legally justified and cannot give rise
11 to any liability on the part of Respondent.
12 NINTH AFFIRMATIVE DEFENSE
13 (Unclean Hands)
14 Under any applicable law, Petitioner’s requested relief is barred or otherwise limited by
15 the doctrine of unclean hands.
16 TENTH AFFIRMATIVE DEFENSE
17 (Business Necessity)
18 Under any applicable law, Petitioner’s claims are barred, in whole or in part, because
19 Respondent’s actions, if any such actions occurred, were protected as necessary actions to

20 Respondent’s business.

21 ELEVENTH AFFIRMATIVE DEFENSE
22 (Frustration of Purpose)

23 Under any applicable law, Petitioner’s requested relief is barred or otherwise limited

24 because enforcement of the contract alleged in the Petitions, if any such contract existed, would

25 frustrate the purpose of the alleged agreement between Respondent and Petitioner.

27
28

12
OBJECTIONS TO PETITIONS
1 TWELFTH AFFIRMATIVE DEFENSE
2 (Business Judgment Rule)
3 Under any applicable law, Petitioner’s requested relief is barred or otherwise limited
4 because Respondent’s conduct, if any such conduct occurred, is protected by the business

5 judgment rule.

6 THIRTEENTH AFFIRMATIVE DEFENSE
7 (Offset / Probate Code 16061.9)

8 Under any applicable law, including but not limited to California Probate Code 16061.9,

9 Petitioner’s requested relief is barred in whole or in part because any recovery is offset by his

10 liability to Respondent for failure to serve the notification by trustee as required by Section
11 16061.7, or otherwise to act as required in his capacities as beneficiary of the Trusts and/or
12 trustee of the Marital Trust.
13

14 Under any applicable law, Petitioner’s requested relief is barred or otherwise limited
15 because Respondent’s conduct, if any such conduct occurred, is protected by the business
16 judgment rule.
17

18 IV. PRAYER FOR RELIEF
19 WHEREFORE, Respondent prays for relief as follows:

20 1. That Petitioner take nothing by virtue of his consolidated petitions, and that the

21 claims against Respondent be dismissed with prejudice;

22 2. That Petitioner’s request for an order rendering provisions of Emily’s Trust void

23 and/or unenforceable be denied;

24 3. That Petitioner’s request for an order rendering provisions of the Marital Trust void

25 and/or unenforceable be denied;

26 4. That Respondent be awarded costs of suit herein incurred;

27 5. That Respondent be awarded attorneys’ fees, including but not limited to attorneys’
28 fees pursuant to California Probate Code 16061.9;

13
OBJECTIONS TO PETITIONS
1 6. That Respondent be awarded such other and further relief as the Court may deem

2 proper.

3 V. DEMAND FOR EVIDENTIARY HEARING
4 To the extent permitted by law, Respondent demands an evidentiary hearing on all

5 matters, including those matters for which Petitioner seeks to subvert Emily’s intent.

7 Date: June 3, 2020 WAGSTAFFE, VON LOEWENFELDT,
BUSCH & RADWICK LLP
8

9
By: _____________________________
10 Frank Busch
11 Attorneys for Respondent
Stanford R. Martin, Jr.
12 in his individual capacity
13

27
28

14
OBJECTIONS TO PETITIONS
VERIFICATION
2 I, Stanford R. Martin Jr., am a Respondent in the above-captioned action. I am also the
.., majority shareholder and Chief Executive Officer of Respondent CA V Distributing Corp.
j

4 ("CA V"). I have read the foregoing VERIFIED OBJECTIONS TO PETITION FOR

5 INSTRUCTIONS REGARDING ENFORCEABILITY OF MARITAL PROVISIONS
6 AND FIRST AMENDED PETITION FOR INSTRUCTIONS REGARDING TRUST
7 ASSETS AND INCOME and know the contents thereof. The contents are true of my own

8 knowledge, except as to the matters which are alleged on information and belief, and to those

9 matters I believe them to be true and except as to matters regarding CA V. As to matters

10 regarding CA V, I have made reasonable efforts lo review relevant documents, records and

11 information possessed by CA V, and based upon such review verify that the foregoing answers
Cr'. 12 are true and correct to the best of my knowledge, information and belief.

co 13

15 I declare under penalty of pe1jury under the laws of the State of California that th

5 16
17
foregoing is true and correct.
Executed this 2nd day of June, 2020, at San Francisco, California.

19
20
Stanford R. Martin. Jr.
21

22
23
24
25

26
27
28

15
OBJECTIONS TO PETITIONS
1 PROOF OF SERVICE

2 I, Garfield Pallister, declare that I am a resident of the State of California, over the age of

3 eighteen yea

Case Info

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Mary E. Wiss Track Judge’s New Case

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Document Filed Date

June 03, 2020

Case Filing Date

August 21, 2019

County

Parties

BROOKS, SARAH Attorney
CAV DISTRIBUTING CORP. Respondent
IN RE THE EMILY G.B. MARTIN 1997 REVOCABLE TRUST Trustor
LINGYS, JULIA E. Attorney
MARTIN, JR., STANFORD Objector
MARTIN JR, STANFORD R. Objector
MARTIN JR, STANFORD R. Petitioner
MARTIN JR, STANFORD R. Respondent
MARTIN, STANFORD SR. Objector
MARTIN, STANFORD SR. Petitioner
ROCKWELL, LAWRENCE KEVIN Attorney
WAGSTAFFE, JAMES MATTHEW Attorneys for Defendants
WHITNEY III, GEORGE Objector
Edward Thirkell Attorney
Frank Busch Attorneys for Defendants
Daniel Newbold Attorneys for Defendants
Maria Radwick Attorneys for Defendants
Daniel Leer Attorney
Joseph Guimera Attorney
Joseph Gerber Attorney
Edward Dingman Attorney
Priscilla Hatton Attorneys for Defendants

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Probate Matters: IN THE MATTER OF THE IN RE THE EMILY G.B. MARTIN 1997 REVOCABLE TRUST

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