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Keybank National Association v. Firestone

Court of Appeals of Ohio, Eighth District, Cuyahoga

July 18, 2019

JEFFREY B. FIRESTONE, ET AL., Defendants. [Appeal by Cindy Firestone]

          Civil Appeal from the Cuyahoga County Court of Common Pleas Probate Division Case No. 2017 ADV 225027

          Ulmer & Berne, L.L.P., James A. Goldsmith, and Daniela Paez Paredes, for appellee Keybank National Association.

          Thompson Hine, L.L.P., Mark A. Conway, Terry W. Posey, Jr., and Christine M. Haaker, for appellees Jeffrey B. Firestone and Amy Firestone.

          Deborah Lynn Firestone Boylen, pro se.

          Reminger Co., L.P.A., Adam M. Fried, and Clifford C. Masch, for appellant.



         {¶ 1} Appellant, Cindy Firestone ("Cindy"), appeals from the trial court's determination that she is not a beneficiary under a trust executed by her adopted father in July 1960. She raises the following assignment of error for review:

Pursuant to the relevant governing Ohio law in existence at the time the 1960 Trust Agreement was executed, Cindy Firestone qualifies as a beneficiary under the trust.

         {¶ 2} After careful review of the record and relevant case law, we affirm the trial court's judgment.

         I. Procedural and Factual History

         {¶ 3} On July 5, 1960, D. Morgan Firestone (the "Settlor") and his former wife, Nancy Morgan Firestone, entered into a separation agreement as part of their divorce. Relevant to this appeal, the separation agreement governed the details of the property settlement, alimony, and the custody and care of their children. David M. Firestone, Amy M. Firestone, and Jeffrey B. Firestone are the biological children of the Settlor and Nancy. Paragraph 7(a) of the separation agreement provided for the creation and funding of an irrevocable trust (the "Trust"), which was attached as an exhibit to the separation agreement. Under the terms of the Trust, Nancy was entitled to the Trust income during her lifetime.

         {¶ 4} Section 1 of the Trust outlined how the remaining proceeds of the Trust were to be distributed upon the death of Nancy, stating:

Upon [Nancy's] death, the trustee shall distribute the then principal of the [T]rust estate to the then living descendants of the settlor in equal shares per stirpes. The term "descendants of the settlor" shall include Amy Morgan Firestone, David Morgan Firestone, and Jeffrey Bryan Firestone, and any child or more remote descendant of the settlor who shall be born after the date of this instrument.

         {¶ 5} In March 1974, the Settlor remarried and, in June 1983, he adopted his wife's two adult daughters, Deborah Lynn Boylen Firestone, then age 23, and appellant, Cindy Firestone, then age 21.

         {¶ 6} Upon the death of Nancy in May 2016, KeyBank National Association, as Trustee for the Trust, filed a complaint for declaratory judgment "to resolve any uncertainty with respect to the distribution of the Trust assets." Specifically, KeyBank requested "a declaration from the court as to whether Defendants Cindy Firestone and Deborah Lynn Boylen Firestone are excluded as beneficiaries of the trust, and a determination as to whether they are entitled to receive a distribution of Trust assets under the terms of the Trust."

         {¶ 7} On November 3, 2017, Cindy filed a motion for judgment on the pleadings pursuant to Civ.R. 12(C). Cindy asserted that she is a beneficiary pursuant to the plain language of the Trust and by operation of R.C. 3107.15(A)(2). She further argued that while R.C. 3107.15(A)(2) applies retroactively to include her as a beneficiary, R.C. 3107.15(A)(3), which by its language is also retroactive and would disqualify her, "unconstitutionally imposes burdens and obligations on transactions that transpired before the effective date of the amended statutory provision."

         {¶ 8} On December 11, 2017, Amy and Jeffrey[1] filed a cross-motion for judgment on the pleadings, arguing (1) the words of the Trust must be interpreted according to their legal effect and meaning in 1960 when the Trust was executed; (2) the legal effect of the term "child" in 1960 was only to include blood relatives; (3) in 1960, Ohio law did not permit adult adoptions, and, therefore, (4) the Settlor and Nancy could not have intended to include an adult adoptee as a member of the class of children.

         {¶ 9} In May 2018, the trial court granted the cross-motion for judgment on the pleadings in favor of Jeffrey and Amy, finding that, in the absence of an express intent to include adopted persons, Deborah and Cindy are not beneficiaries of the Trust. The court further granted the complaint for declaratory judgment, finding that R.C. 3107.15(A)(3) is constitutional as applied to the Trust and operates to exclude Cindy and Deborah from status as beneficiaries of the Trust.

         {¶ 10} Cindy now appeals the trial court's judgment.

         II. Law and Analysis

         {¶ 11} In her sole assignment of error, Cindy argues the trial court erred in excluding her as a beneficiary under the Trust.

         {¶ 12} We review a ruling on a motion for judgment on the pleadings de novo. Matthews v. United States Bank Natl Assn., 8th Dist. Cuyahoga No. 105315, 2017 Ohio-7079, ¶ 8. Civ.R. 12(C) provides that a party may move for judgment on the pleadings after the pleadings are closed but within such time as to not delay trial. Duncan v. Cuyahoga Community College, 2012-Ohio-1949, 970 N.E.2d 1092, ¶ 16 (8th Dist). A motion for judgment on the pleadings raises only questions of law, and the court may look to only the allegations in the pleadings in deciding the motion. Id. The pleadings must be construed liberally and in a light most favorable to the party against whom the motion is made, indulging every reasonable inference in favor of the party against whom the motion is made. Id., citing Case W. Res. Univ. v. Friedman, 33 Ohio App.3d 347, 515 N.E.2d 1004 (8th Dist.1986).

In order to be entitled to a dismissal under Civ.R. 12(C), it must appear beyond doubt that [the nonmovant] can prove no set of facts warranting the requested relief, after construing all material factual allegations in the complaint and all ...

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