Clapp, Jayne and Francis. The opinion of the court was delivered by Francis, J.A.D.
Appellant Helen R. Koehler filed exceptions to the final account of the trustees of the estate of Emily H. Koehler. She also counterclaimed seeking a judgment declaring that the testatrix had only a life estate in the corpus sought to be distributed, and directing that one-fourth of the corpus be paid to her as sole beneficiary under her deceased husband's will, he being one of four children of the testatrix. The basic thesis of the exceptions and counterclaim is the same, namely, that the corpus to be distributed came from the estate of the husband of the testatrix under whose will she had only a life estate, the remainder interest being vested in their four children, one of whom was appellant's husband. Procedurally the counterclaim prayed for (1) a restraint against distribution according to the will of the testatrix, (2) an order directing distribution pursuant to the will of the husband of testatrix, (3) a judgment that the testatrix had merely a life estate and that payment of the corpus should be made as directed by her husband's will, and (4) a judgment that one-fourth thereof should be paid to appellant.
The four children referred to having died, and no adverse claim being made in the proceeding by any representative of the other three, a consent judgment was entered disposing of three-fourths of the corpus involved in accordance with the testamentary disposition of their mother. By consent also, the remaining one-fourth was ordered held "pending final determination by this Court of the claims made herein by the exceptant and counterclaimant, Helen R. Koehler."
A motion was made to dismiss the exceptions and for summary judgment on the counterclaim on a number of grounds. After argument and reservation of decision, the trial court advised the parties that the motion would be granted "for the reasons set forth" by him "in the course of oral argument." Although counsel have informed us that there is no stenographic record of the oral argument, the judgment entered recites the grounds therefor as (1) the failure of the exceptions and counterclaim to state a claim
on which relief can be granted, (2) absence of any genuine issue of fact, and (3) laches. The briefs on this appeal deal with the three reasons and in addition the trustees urge, as they did at the trial level, that the County Court lacked jurisdiction over the subject matter of the exceptions and counterclaim.
We have concluded that it is necessary to consider only the problems of laches and jurisdiction. In order to do so, however, the factual history of the estates involved as it appears in the record must be outlined.
Herman Koehler, husband of Emily H. Koehler, the testatrix in these proceedings, died in Essex County and on October 27, 1893 his will was probated there. The will established a life estate for his widow with the remainder bequeathed in equal shares to his four children, two sons and two daughters. One of the sons, George H. Koehler, husband of appellant Helen R. Koehler, qualified as executor.
The principal assets of Herman Koehler's estate were 50 shares of common stock of the original Standard Oil Company. Apparently he had not paid the purchase price in full at the time of death and the certificate was in the hands of a broker awaiting complete satisfaction of the obligation. The balance was paid out of estate funds and 50 additional shares were acquired. Some of the various letters and affidavits indicate that there was not enough money available to pay all of the purchase price of the new shares and that the executor, George H. Koehler, advanced the difference, which was repaid to him subsequently by the widow. What portion of the cost this was, does not appear.
For some reason not discussed in any detail in the record, the stock was put in the widow's name. Whether it was done originally with the approval of the other three children is not entirely clear. But it is plain that thereafter they did not object. According to a letter written in 1911 or 1912 by George to an attorney representing his brother, the action was taken because he (George) was working in Europe at the time and registering the stock in her name facilitated the payments of the dividends to her as the life tenant.
In any event, no necessity exists for a determination by us as to precisely how it came about and we refrain from doing so.
The widow, Emily, continued to receive the income on the stock and the stock accretions which accrued over the ensuing years through circumstances which need not be chronicled in this opinion. All of the shares, original and proliferated, remained in her name without objection. On November 20, 1906 she died testate and her will lies at the root of the present controversy. She left her estate, which consisted of the Standard Oil stock, in trust, the income to be shared for life, according to directions given, by a sister and the four children. The trust was ordered terminated on the death of the last surviving child and the corpus was then to be divided among the heirs of the body of each child per stirpes. This limitation served to cut off the wife or husband of any of the four children from a share in the corpus. Appellant, Helen R. Koehler, was the wife of the son, George. He died in 1931.
The widow's will named her sons, George J. and Herman, as executors and trustees. George was in England and by consent Herman alone was appointed. Thereafter, the income on the corpus of the trust established by her was paid to the sister and the two sons and two daughters.
Letters attached to the record show that early in January 1911 George, then living in Detroit, Michigan, was questioning the ownership of the Standard Oil stock by the Emily H. Koehler estate and advancing the proposition that it should be distributed pursuant to their father's will (now that their mother was dead). They reveal also that Herman, who was acting as executor, was trying to persuade him not to disturb the status quo and that litigation would simply injure them all financially. Apparently conversations and negotiations continued and on February 7, 1911 a formal agreement drawn by Herman was executed and acknowledged by all four children.
This agreement erroneously spoke of the senior Herman Koehler's estate consisting of 25 shares of Standard Oil stock. But it recited that ...