Hudak v. Procek

¶1dissenting, with whom Justice Berger joins.

¶2In 1996, Anna Procek (“Anna”) filed a complaint for equitable relief in the Court of Chancery. In that action, she sought to impose a resulting trust upon a real estate conveyance that occurred in 1978. During the eighteen-year interval between the 1978 real estate transaction and the 1996 lawsuit, three key parties died: the attorney who conducted the 1978 real estate settlement (1989); the sole grantee, Anna’s daughter, Helen Hudak (“Helen”) (1990); and the only other party who had an interest in the original transaction, Anna’s husband, John Procek (1993). Prior to Helen’s death in 1990, Anna and John Procek declined Helen’s offers to deed the property to them. Helen’s will left the property to her husband, John Hudak. Instead of challenging that inheritance, Anna and John Procek immediately acknowledged John Hudak’s ownership of the property. Within two months of Helen’s death, the Proceks asked John Hudak to sign an agreement giving them lifetime rights to live at the property — which he did. Under these circumstances, Anna’s 1996 action for equitable relief is barred by the doctrine of laches.

¶3Facts

¶4In 1978, a residential property was purchased one block from Helen’s home. Helen’s parents, Anna and John Procek, provided Helen with all of the purchase money and requested her to title the property in her name. The now deceased lawyer who conducted the settlement was engaged by Helen. The residential property was titled in Helen’s name alone in fee simple. In 1978, Helen had been married to John Hudak for twenty-three years.

¶5The Proceks were not present at the 1978 real estate transaction. There is no dispute, however, that they knew the property had been titled in Helen’s name only, even though it had been purchased exclusively with their funds. The record is also undisputed that the Proceks moved into the property immediately and made it their personal residence. They lived there together until John Procek died in 1993. Anna moved out of the property partially in 1994 and moved out completely in 1996.

¶6On several occasions, before she died from cancer, Helen offered to transfer legal title in the property to the Proceks, but they declined. Thus, the undisputed record reflects that while all three of the *157parties to the 1978 real estate transaction were alive they discussed having Helen convey the property to the Proceks, but decided to leave title to the property in Helen’s name alone. Helen died in April 1990.

¶7Helen, who was undisputedly a loving and devoted daughter, did not devise the property to her parents. Upon Helen’s death, the property that had been purchased in 1978 was left in Helen’s will to her husband, John Hudak. Following Helen’s death, the Proceks were immediately aware that John Hudak was the sole owner of the property where they lived.

¶8Instead of initiating timely litigation to challenge John Hudak’s inheritance of the property, the Proceks expressly acknowledged the validity of John Hudak’s ownership. Shortly after Helen’s death, John Procek asked John Hudak to sign an agreement giving the Proceks lifetime rights in the property where they resided. The agreement was prepared at John Pro-cek’s request by a neighbor, who was apparently a non-Delaware lawyer. Within two months of Helen’s death, John Hudak and John Procek signed an agreement giving lifetime rights in the property to both Anna and John Procek.

¶9John Hudak settled Helen’s estate. By statute,48 the Proceks had six months to file a claim and assert their interest in the property that Helen had devised to John Hudak. The Proceks did not file a claim against the property with Helen’s estate. They were apparently content with title passing to John Hudak since he had agreed in writing for the Proceks to have lifetime rights in the property.

¶10The 1990 agreement for lifetime rights could be construed in two different ways, but either of those constructions favors John Hudak’s present claim of ownership. First, the 1990 agreement could be viewed as an acknowledgement by the Proceks of Helen’s ownership since 1978. Second, to the extent the Proceks disputed Helen’s authority to leave the property to John Hudak in her will, the 1990 agreement for lifetime rights could be construed as an accord and satisfaction. The fact remains that, whichever construction of the 1990 agreement is accepted, the Proceks filed no challenge to John Hudak’s ownership of the property against Helen’s estate within the six-month statute of limitations.

¶11Following the 1990 agreement, the Pro-ceks continued to reside together at the property until John Procek’s death in 1993. At this point in time, John Procek’s death prejudiced John Hudak in triplicate. First, John Procek was unavailable to testify with regard to the original 1978 real estate transaction that placed title to the property in Helen’s name. Second, John Procek was unavailable to testify regarding the Procek’s decision not to accept Helen’s offer to title the property in their name while both Helen and John Procek were alive. Third, John Procek was unavailable to testify regarding his request for and execution of the 1990 agreement for lifetime rights in the property rather than challenging Helen’s right to transfer ownership to John Hudak in her will.

¶12Following her husband’s death in 1993, Anna continued to live in the property consistent with the lifetime rights that were afforded to her pursuant to the 1990 agreement. In 1996, Anna moved out of the property completely and went to reside with her daughter, Irene Setz. The Pro-ceks’ youngest daughter, Annie, asked John Hudak to sell the house and to divide the proceeds equally among the Proceks’ two living daughters and himself. John Hudak refused that request. Anna then *158instituted this action in 1996, requesting the Court of Chancery to set aside the 1978 real estate transaction and to impose a resulting trust on the property in her favor.

¶13Doctrine of Laches

¶14A resulting trust is an equitable remedy. The doctrine of laches acts as a bar to an action in equity if two conditions are satisfied: first, the plaintiff waited an unreasonable length of time before bringing the lawsuit; and second, the delay unfairly prejudiced the defendant.49 This inquiry depends on the totality of the circumstances surrounding the filing of the complaint.50 The cases reflect, however, that in balancing the equities of barring a complaint pursuant to the doctrine of laches, the prejudice caused by the death of principal participants or key witnesses outweighs the length of delay as the disposi-tive consideration. More than a century ago, the United States Supreme Court held:

No rule of law is better settled than that a court of equity will not aid a party whose application is destitute of conscience, good faith and reasonable diligence, but will discourage stale demands, for the peace of society, by refusing to interfere where there have been gross laches in prosecuting rights, or where long acquiescence in the assertion of adverse rights has occurred. The rule is peculiarly applicable where the difficulty of doing entire justice arises through the death of the principal participants in the transactions complained of, or of the witness or witnesses, or by reason of the original transactions having become so obscured by time as to render the ascertainment of the exact facts impossible,51

¶15An application of that venerable rule to the facts of this case compels the dismissal of Anna’s complaint for equitable relief.

¶16Laches from. Delay with Deaths

¶17Less than two years ago, in Fike v. Ruger,52this Court ruled that “[i]n applying laches, a plaintiff is chargeable with such knowledge of a claim as he or she might have obtained upon inquiry, provided the facts already known to that plaintiff were such as to put the duty of inquiry upon a person of ordinary intelligence.”53 This Court further stated that in the context of laches “prejudice can be found where a party dies while the other party sits on its claim.”54 This Court affirmed the Court of Chancery’s judgment that barred the plaintiffs’ claim by laches since the plaintiffs’ were on inquiry notice of their claim for only three years prior to filing suit and the defendants were prejudiced in the interim by the death of the joint venture’s accountant and one of the joint venturers.55

¶18*159Anna was on inquiry notice of her claim since 1978. When Anna filed her complaint in 1996, the deaths of three out of the four parties to the disputed 1978 real estate transaction prejudiced John Hudak. The three parties to the 1978 real estate transaction were Helen and her parents, the Proceks. The attorney who conducted the 1978 real estate settlement died in 1989. Helen died in 1990. John Procek died in 1993. In the interim, John Hudak inherited the property from Helen in 1990 and settled Helen’s estate.

¶19The facts in Fike are analogous to those that are extant in this case. The death of the settlement attorney parallels the death of the accountant in Fike. The deaths of both Helen and John Procek are more than analogous to the death of one joint venturer in Fike. Moreover, Anna was less timely in filing suit than the plaintiff in Fike. Anna did not file her complaint until eighteen years after the 1978 real estate transaction, six years after Helen’s death and three years after her husband’s death.

¶20Twenty years ago, in Adams v. Jankouskas,56this Court held that Register of Wills inventories are not “mere ministerial chore[s] to be taken lightly,” but rather “provide for the expeditious settlement of estates for the benefit of all concerned.”57 This Court stated that an executor who files an inventory places a party on public notice as to claims of ownership of the decedent’s property, which could justify the imposition of laches.58

¶21Following Helen’s death in 1990, the listing of the property as an asset in the inventory of Helen’s estate placed the Pro-ceks on public notice that the property conveyed by the 1978 real estate transaction was being included in Helen’s estate. More specifically, John Hudak’s filing of that inventory constituted public notice to the Proceks that their alleged interest was being adversely affected. It provided the Proceks with knowledge of their alleged claim against Helen’s estate and or John Hudak. In addition to the constructive public notice of John Hudak’s inheritance from the inventory filed in Helen’s estate, the record reflects that the Proceks had actual immediate notice that Helen had left the 1978 property to John Hudak in her will.

¶22The Proceks were on inquiry notice of their claim since 1978 when they knew the property was titled in Helen’s name. Their obligation to act became paramount, however, when the property was transferred by Helen’s will to a third party, John Hudak. Within two months of Helen’s death, however, the validity of John Hudak’s title to the property was expressly acknowledged by John Procek in an agreement that gave Anna and John Pro-cek lifetime rights in the house.

¶23In Hudson v. Layton,59 this Court stated that “[i]t is the established doctrine of courts of equity to refuse their aid, or to interfere, after a considerable length of time.”60 This Court recognized that the doctrine of laches is founded on “the difficulty of doing entire justice, when the original transactions have become obscure by time, and the evidence may be lost, or depends on the precarious memory of witnesses.” 61 The Court affirmed the Court of Chancery’s ruling that barred a plain*160tiffs claim for specific performance of an agreement for the conveyance of land since more than a twenty-year lapse occurred creating conjecture and uncertainty as to the initial transaction.62

¶24Anna’s eighteen-year delay in bringing her claim prevented the Court of Chancery from “doing entire justice” when the original disputed transaction became obscure due to the death of two parties and the death of another key witness. Anna’s failure to assert her claim for eighteen years prevented those three parties from providing testimony as to the intent of the 1978 real estate transaction. This led to the uncertainty and conjecture reflected in the record of this case. By delaying her claim until after the death of the three parties, Anna prejudiced John Hudak’s ability to defend the validity of his inheritance.

¶25In Hammond v. Hopkins,63 the United States Supreme Court stated that the doctrine of laches is “peculiarly applicable where the difficulty of doing entire justice arises through the death of the principal participants in the transactions complained of, or of the witness or witnesses, or by reason of the original transactions having become so obscured by time as to render the ascertainment of the exact facts impossible.” 64 Similarly, the death of two principal participants, Helen and John Procek, and the death of a witness (the settlement attorney) to the transaction prevented the Court of Chancery from doing entire justice through the lack of crucial testimony as to the parties’ intentions in 1978.

¶26In Mackall v. Casilear,65 the United States Supreme Court stated that a court of equity will not aid a plaintiff “where the difficulty of doing entire justice” through the death of principal witnesses or from the original transaction becoming obscured by time is attributable to gross negligence or deliberate delay.66 The Supreme Court affirmed the lower court’s ruling that barred the plaintiffs claim for filing suit against his father for fraudulent conveyances after his father’s death and only a five-year delay.67 In reaching that conclusion, the United States Supreme Court found it was significant that the son had not only refused to challenge the transaction while his father was alive, but that the son also accepted benefits from the transaction which he subsequently decided to attach. Similarly, in this case, Anna and John Procek not only declined Helen’s offers to convey the property while all three of them were alive, but Anna accepted a life interest in the property pursuant to the 1990 agreement, which acknowledged the validity of John Hudak’s inheritance from Helen.

¶27The Court of Chancery has also specifically addressed the doctrine of laches in several cases where a defendant incurs prejudice due to the death of a principal participant to the transaction during the *161plaintiffs delay. In Cooch v. Grier,68the Court of Chancery ruled that in a suit to set aside a fraudulent conveyance the right to assert the defense of laches is available.69 The Court of Chancery held that laches barred the plaintiffs claim for a lien on real property since a fourteen-year delay prejudiced the defendant through the death of the grantee.70 The Court of Chancery noted that “[i]t has been said that laches will apply where there is an unexplained delay in prosecuting the claim until death has closed the bps of the interested parties.”71

¶28Similarly, death silenced the testimony of not only the sole grantee, Helen, but death also silenced another principal participant — her father, John Procek — as well as the attorney who conducted the 1978 real estate transaction. In this case, the record reflects the Court of Chancery expressed concern that the three parties were dead:

I acknowledge that the two other principal parties who knew the circumstances surrounding the initial transaction in 1978 will never be heard because they have since died. I would have liked to have heard from the settlement attorney to learn what Helen did or did not tell him about the $70,000 Procek transaction, but he too died before trial.72

¶29The unavailability of the testimony from those three parties is attributable exclusively to Anna’s eighteen-year delay in filing her complaint.

¶30In Sharpley v. Sharpley,73 a plaintiff sought specific performance of an alleged agreement between cotenants to partition property more than fourteen years after the alleged agreement was made.74 The Court of Chancery held that the plaintiffs claim was barred by laches where death had silenced the testimony of a principal participant to the disputed transaction.75 The Court of Chancery further stated that it would be inequitable to order specific performance where parties who were alleged to have arranged to exchange deeds during their lifetimes faded to do so:

[I]t would seem that laches is a bar to the rehef asked. The complainant allowed at least fourteen years to go by after the alleged partition was made before appealing to this court for rehef. In the meantime death had silenced the lips of his brother, the one person who more than all others was competent to give his version of the matter. The widow and children are driven to grope around as *162best they may in search of the truth. The complainant says that he and his brother on several occasions arranged to exchange deeds, but neglected to do so. If, when he had the opportunity throughout ten years of his brother’s lifetime to effect the division in an unmistakable way, he failed to do so, the fault is his own. It would be inequitable for this court under all the circumstances to supply what his own want of diligence has occasioned.76

¶31Similarly, Anna should not be permitted to have the Court of Chancery impose a resulting trust eighteen years later, when Helen offered to convey the property to the Proceks during her lifetime and the Proceks declined to have Helen make that conveyance. As in Sharpley, the fact that John Procek and Helen are dead and cannot testify is prejudicial to John Hudak’s (the widower’s) ability to defend his inheritance.

¶32Laches Bars Anna’s Claim

¶33In 1996, Anna sought to challenge the 1978 real estate transaction. Anna seeks to defeat John Hudak’s right to inherit the property from Helen even though when Helen and John Procek were alive, all parties acted as if the property was Helen’s to dispose of in her will and John Procek subsequently validated John Hu-dak’s inheritance with an agreement for lifetime rights. The doctrine of laches operates as a bar to Anna’s complaint because of her delay in asserting her claim until after the death of the three most knowledgeable parties.

¶34Although Anna seeks to set aside the 1978 real estate transaction, the two events that occurred before and in 1990 are almost equally significant because they both are inconsistent with Anna’s present challenge. With regard to the 1978 settlement, John Hudak is prejudiced by Anna’s eighteen-year delay due to the deaths of the closing attorney (1989), Helen (1990) and John Procek (1993). John Hudak is further prejudiced from presenting testimony about the decision to leave the property in Helen’s name during Helen’s lifetime because Helen and John Procek are now both deceased. Finally, John Hudak is prejudiced by John Procek’s death from explaining why John Procek acknowledged the validity of the transfer by will from Helen to John Hudak in exchange for the lifetime rights to reside in the property that were provided for in the 1990 agreement.

¶35More than one hundred years ago, the United States Supreme Court described the equitable rule of law that must be applied in this ease:

[Wjhere the seal of death has closed the lips of those whose character is involved, and lapse of time has impaired the recollection of transactions and obscured their details, the welfare of society demands the rigid enforcement of the rule of diligence. The hour-glass must supply the ravages of the scythe, and those who have slept upon their rights must be remitted to the repose from which they should not have been aroused.77

¶36Anna’s 1996 complaint is barred by the doctrine of laches. It is impossible for the Court of Chancery to provide entire justice with regard to the 1978 real estate transaction because two of the three principal participants and one other witness have died.

¶37Resulting Trust Terms

¶38The final order of the Court of Chancery simply provides:

*163The real property at 2004 Marlboro Drive, Wilmington, Delaware 19808, described on the attached Exhibit “A”, is impressed with a resulting trust, and John Hudak, Jr. and John M. Hudak hold title as trustees for the benefit of Anna Procek.

The lis pendens is dismissed and removed from the public record. This order may be recorded in the Office of the Recorder of Deeds in and for New Castle County, State of Delaware.

¶39The majority opinion affirms the imposition of a “resulting trust” notwithstanding the absence of any terms or conditions in the Court of Chancery’s judgment. Upon remand, the following questions will need to be answered in deciding the terms of the resulting trust:

Can Anna force the trustees to sell the property? If the trustees refuse, will the Court of Chancery compel the sale? What are the terms by which the money will be held and distributed before and after Anna’s death?

If the property is not sold, what happens to the property at Anna’s death?

The Court of Chancery acknowledged that Helen’s claim to the title failed because she died before she could take care of her parents for the rest of their lives. Mr. Procek lived for fifteen years after 1978. Helen took care of him for twelve of those years, i.e., for 80% of his life after 1978. Is Helen’s estate entitled to 80% of a one-half interest in the property on a quantum meruit basis? Similarly, does Helen’s estate get credit for Anna’s care for twelve years?

¶40The matter is now remanded to the Court of Chancery to determine the terms of the trust. The order that sets those terms and conditions may result in another final judgment that is subject to review by this Court. By then, Anna will be more than one hundred years of age and the transaction at issue more than twenty-five years old.

¶41Conclusion

¶42Since I have concluded that Anna’s complaint for equitable relief is barred by the doctrine of laches, I respectfully dissent.