What follows is my best recollection of time, people, places and events, in which I participated in person, on the telephone, by email, in zoom meetings and conference calls, and so forth. Any errors in my recollection are unintentional.
After moving back to Alabama in late 2018, I asked my father's lawyer, John McKleroy, to write me a new will, because he knew my father's estate plan.
After we talked about that, John said there was something he needed to tell me, as follows.
John and the accountant, who had served my father and his second wife, Joann, had filed an action in the Jefferson County, Alabama Probate Court, asking for a guardian and a conservator to be appointed, to protect Joann from her grandson, Landon, whose mother, Suzanne had died in 2011. Suzanne was Joann's only child.
The lawsuit alleged that over some years Joann loaned Landon many millions of dollars and he kept coming back for more loans. At the rate Joann was lending to Landon, she might run out of money, there might be severe tax consequences, and charitable bequests in her Last Will and Testament might not be funded.
John had drawn up Joann's Last Will and Testament.
John said he drew up the promissory notes for Landon to sign each time he got more money from Joann.
John said he tried to persuade Joann to stop loaning Landon money, but she kept loaning him money.
John said he and the accountant felt they had to file the lawsuit to protect Joann, and if they did not file it, they could be held liable for not protecting her.
I told John that I thought he and the account should waive any fees Joann owed them, so it would look like they had filed the probate case solely to protect Joann. John said he would consider that. Later, he told me that his lawyers said to hold that in reserve, something to negotiate later.
It was reported in the news media that Joann's will contained bequests to John and the accountant.
John told me that he and the accountant did work for Joann, for which they were not paid, and they would do more work for Joann, and the bequests to them in her will was to compensate them for that work.
Joann fired John and the accountant and had a new will written, which did not include John and the account, and I think some of the charities were left out, too.
A lawyer in the law firm representing John and the accountant told me that efforts were being made to locate distant relatives of Joann, to contest her second will, and charities, which were beneficiaries under the will John had drawn up, for the purpose of contesting Joann's new will.
Joann, John and the accountant constituted the Board of Directors of SYB, Inc., which John had set up for my father in 1981, as I recall. SYB, Inc. was a private holding company. Its assets were marketable securities and cash.
John was the Trustee of SYB Common Stock Trust, whose beneficiaries were my father's children: me, my younger brother and sister, and Suzanne, whom my father had adopted. The trust owned SYB, inc.'s common stock.
John was the Trustee of the Marital Trust of my father's Last Will and Testament, under which Joann was the income beneficiary. At her death, the Marital Trust would pay $1,000,000 to my father's 4 children. There were specific dollar bequests to some colleges and a local non-profit. The rest would go to whomever Joann appointed in her Last Will and Testament. Joann appointed Suzanne. Suzanne died in 2011, of cancer, Landon became the heir of the Marital Trust.
Accompanied by lawyers who represented Landon, Joann attended a hearing before the probate judge. The judge disqualified Landon's lawyers, because of conflict of interest. The judge did not allow, nor ask, Joann to speak or testify.
The probate judge appointed a local lawyer as guardian ad litem, to look out for Joann. The judge appointed another local lawyer as conservator, to preserve Joann's assets. I don't know the precise amount, but I think it was around $180,000,000, and consisted of what my father had given Joann outright, including 40 percent of SYB, Inc's preferred stock, and the income from Marital Trust, which owned 60 percent of SYB, Inc.'s preferred stock.
Joann obtained independent legal counsel, who filed a mandamus appeal to the Alabama Supreme Court. The guardian at litem was a solo practitioner attorney and was not able to keep up with the many pleadings filed by Joann's attorneys. He asked to be relieved, and the judge granted his request and appointed another local lawyer as guardian ad litem.
Months passed. The Alabama Supreme Court issued an order ripping the probate judge to shreds, for denying Joann due process of law: by not letting Joann speak or testify in court; by not allowing Joann to waive the conflict of interest; and by not giving Joann time to hire new legal counsel. The Supreme Court ordered the probate judge to explain himself, and ordered the conservator to do likewise.
All of the above was reported and widely read in the Birmingham News and a smaller media outlet called Yellow Hammer. (The Alabama state bird is the yellow hammer.) I asked around and heard that people paid Yellow Hammer to publish what they wanted published.
Yellow Hammer called Joann the Golden Flake heiress and the Golden Flake Queen, and described her beautiful home filled with antiques, and how much she was worth.
I commented under that article.
I said I was my father's oldest living child. When I was growing up, the Golden Flake Queen was my mother. She, an architect and a contractor built the home, in which Joann now lived. My mother owned the home. In her Last Will and Testament, she gave my father the right to live in the home for the rest of his life. When he died, the home would belong to her children. Some years after she died, our father bought the home from us.
I also said in my comment, that my father's blood children first learned of the probate action after it was filed, and we had nothing to do with it, and If my father were here now, I think his concern would be for Joann's financial security in her remaining years.
The probate judge was vilified online. John McKleroy and the accountant and their lawyers were accused of trying to steal Joann's money.
The probate judge abruptly retired. The case was reassigned to a probate judge in Jasper, about 35 miles west of Birmingham. The extensive legal wrangling and intrigue is a matter of public record in that probate court.
I did not follow it closely. What I did hear, caused me to think it was something John Grisham, William Faulkner and Stephen might have joined forces and conjured.
While all that was going on, a lawyer representing John McKleroy, as Trustee of SYB Common Stock Trust, sent an email to all of my father's heirs about winding down SYB, Inc. and SYB Common Stock Trust.
There were numerous conference calls, in which I participated pro se (representing myself). My sister's lawyer participated. Lawyers for my deceased brother's second wife and their minor children participated. A lawyer for my brother's son by his first wife participated. A lawyer for the husband of my brother's daughter by his first wife participated. Joann and Landon and their lawyers participated. John McKleroy and the accountant and their lawyers participated. Landon changed lawyers several times.
It looked to me like a legion of lawyers' wet dreams come true. Financed entirely by my father's money. I said so numerous times, but left out wet.
Landon and Joann wanted to keep SYB, Inc. and its assets, which were marketable securities, and they would buy out the other heirs. Some of the securities were highly-appreciated and their sale would trigger large income taxes due and payable by SYB, inc.
Covid-19 had shut down America. I did not think President Donald Trump was dealing well with Covid-19. I thought the securities markets might plunge. In emails to ALL, I asked that my portion of SYB, Inc.'s assets be set apart and sold. I also asked that puts be bought on SYB, Inc.'s securities, to hedge against them decreasing in value. I didn't get a reply.
The securities went down in value. If puts had been purchased, SYB, Inc. would have done very well. (Eventually, the securities would regain their value and go even higher, so SYB, Inc. did better than I had thought it would.)
One morning, Joann's personal lawyer called me to say she had really sad news. Mrs. Bashinsky had not been feeling well and she was taken to a hospital where she had a massive heart attack and died. I said that really was sad news.
The news media reported massive heart attack as cause of death. However, Joann's death certificate listed as cause of death: (a) covid 19 pneumonia, and (b) NISTEMI. I looked up NISTEMI and learned it is a seldom-fatal kind of heart attack.
Joann had round-the-clock in home care, as my father had had. I wondered how she caught covid-19? I wondered why what was on her death certificate as cause of death was not reported by the news media?
A former respected employee of Golden Flake, whom I had known, was chosen to replace Joann, as the third member of SYB, Inc.'s Board of Directors.
Most of the Marital Trust, after federal and state taxes, legal, accounting and probate costs, would go to Landon. Landon also would receive 1/4th of the Golden Flack Common Stock Trust, after SYB, Inc. was dissolved and its assets, after taxes and administration costs, were distributed to the trust.
My estimate was Landon would receive, including the gifts-loans form Joann, maybe 8 times more than each of my father's three natural children, or their heirs, would receive. I had no problem with that. It was what my father had created, with John McKleroy's help.
Landon offered to buy us all out and he would get SYB, Inc. I said I was okay with that, if he could come up with the money. More than anything, I wanted it over for me and for my children..Landon said he would take him about month to come up with the money,
My sister's lawyer told me that my sister was not okay with SYB, Inc. continuing. She wanted it all to end, and we go our way, and Landon goes his way. I said I agreed with her. That ended the discussion of Landon buying us all out.
During all of that, John McKleroy's lawyer filed an action in probate court, for John, as Trustee of SYB Common Stock Trust, to have the trust wound down and its assets distributed to the trust beneficiaries.
The action was filed under seal, because some of the parties in interest were minor children. Under seal means, not for public eyes. The news media and the public did not see the pleadings or attend court hearings.
I'm writing about that case now, here, because the case is over. And because, I'm not telling anything about the minor children's involvement. And because the minor children are older. And becaus I was an involuntarily made defendant to the case, and I have first-hand knowledge. And because, I know of no law or rule that says involuntary parties to sealed cases cannot speak publicly about what happened during the case, which affected them. And because, if I do not tell what I know, a great disturbance in the FORCE will continue reverberating in the dark.
The same lawyer that tiled the action under seal for SYB Common Stock Trust Trustee John McKleroy, initiated the winding down and dissolution of SYB, Inc., which was a Delaware Corporation, as had been Golden Flake.
Mediation was ordered by the probate judge presiding over the sealed action filed by John McKleroy, as Trustee of SYB Common Stock Trust. We agreed on a mediator, a retired lawyer, who had become an esteemed district court judge in Birmingham. I had known and respected him when I had practiced law in Birmingham.
At the beginning of the first mediation meeting, the mediator said there were a lot of lawyers and he was concerned about the legal expense my father's estate would bear.
What goes on in mediation cannot be discussed by anyone who participated, and I will say not more about what went on in mediation.
What I will say is, after the probate judge ordered mediation, John McKleroy, the trustee of SYB, Common Stock Trust, and the accountant retained legal counsel, who sued Landon for defamation and for hiring a private company that stalked them in Birmingham. McKleroy and the accountant sought large compensatory damages and punitive damages.
The law firm that filed the lawsuit already represented my brother Major's second wife in all matters regarding my father's affairs.
I was enraged, because I saw no way McKleroy and the accountant's lawsuit against Landon, for heaps of money damages, would not queer the meditation. I saw no way Landon would mediate the case under seal, while that lawsuit was pending.
I saw no way the probate judge presiding over the case under seal would have ordered mediation, if the McKleroy and the accountant's damages lawsuit had been filed before mediation was ordered.
I thought the damages lawsuit was contemptuous of the judge, the court, the legal process, the trust beneficiaries and my father, who had trusted John McKleroy, who had gotten rich from representing my father.
More egregious about the damages lawsuit was filed by John McKleroy, he was the trustee of the SYB CommonStock Trust case being litigated under seal, where the media and the public would never see what was going on.
John had a blatant conflict of interest, which he never revealed to the probate judge presiding over the SYB Common Stock Trust winding down case.
As trustee of SYB Common Stock Trust, John had a fiduciary duty to put the interest of the trust beneficiaries ahead of his own interests.
Yet, John put his own interests ahead of the interests of the trust beneficiaries.
A fiduciary duty is the highest duty under the law. Breach of fiduciary duty carries compensatory and punitive damages.
Twice when I was in John's law office to discuss my own estate plan, he told me that "they', I assumed Joann and Landon, had filed a grievance against him with the Alabama Bar.
I think I told John to tell the Alabama Bar that, if he had not filed the probate case to protect Joann from Landon, that might have been grounds for a bar grievance against him and also a legal malpractice lawsuit.
Might.
In the bigger scheme, Landon was Joann's only heir. In the end, he would end up with all she had. If she gave him all she had before she died, then John McKleory and the accountant would inherit nothing from her.
I don't think I told John that he waited too long to file the probate lawsuit to protect Joann.
Several times during lawyer meetings regarding SYB, Inc. and SYB Common S/tock Trust, I said McKeroy's damages lawsuit against Landon was a breach of fiduciary duty and conflict of interest.
Several times, I said, if the case goes to trial, I will call John McKleroy, Landon, and their and Joann's lawyers as witnesses to testify. Calling opposing counsel to testify is never done, but it can be done, and it really screws up everything. :-)
I kept wondering how my father was coping with all of that from where he was?
After several meetings, the mediator and the lawyers and their clients and I agreed the mediation had failed. The mediator notified the probate judge in a written report. The report did not mention the defamation and stalking lawsuit filed by the SYB Common Stock Trust trustee, John McKleroy, against SYB Common StockTrust beneficiary Landon Ash.
Joann's personal lawyer, and a lawyer, who was the personal representative of Joann's estate, and Landon had accused John McKleroy, the accountant and SYB, Inc.'s board of directors of wrong actions and had threatened legal action against them. For that reason, John insisted on a large escrow being held back by SYB Common Stock Trust, until all claims against him and the accountant were dropped or were ruled void by a court.
There was other litigation between Joann's estate and John McKleroy and SYB, Inc. directors, which John insisted be resolved, in his favor, before the escrow was released.
I pointed out a few times that John was putting his personal interests ahead of this fiduciary duty to the trust beneficiaries.
All SYB Common Stock Trust beneficiaries, but Landon, agreed to a proposal made by the lawyer representing John McKleroy, as Trustee of that trust.
My father had 4 children: me, my younger brother, my sister, and Suzanne, whom he adopted. Ultimately, SYB Common Stock Trust and SYB, Inc. were for those children, or their surviving children.
John McKleroy insisted that $2,500,000 of what each child branch was due from the trust would be retained in escrow until all claims against him, the accountant and SYB, Inc. directors and officers were resolved or ruled invalid against by a court.
During all of that, the judge presiding over the Common Stock Trust case, recused. A judge in Prattville, above Montgomery, was assigned to take over the case. She ordered a zoom hearing.
new lawyer for Landon was at the zoom hearing. The crowd of other lawyers present were familiar.
Landon's new lawyer argued for Landon getting all of his part of SYB Common Stock Trust, without any escrow hold back. I thought that was ludicrous, because Landon had done things that got him sued by John McKleroy and the content.
However, what I said to the judge was, I didn't think it was fair for Landon to get all of his share of SYB Common Stock trust, when the other three branches of the trust had agreed to a $2,500,000 escrow. The new judge ruled against Landon.
After the hearing, I sent an email to the new judge's judicial assistant, copied to all parties' lawyers. My email unveiled the elephant in the living room nobody had mentioned during the zoom hearing.
The elephant was John McKleroy and the accountant's defamation and stalking lawsuit against Landon, who wasn't agreeing to anything as long as that lawsuit was pending against him.
The new probate judge wrote an order that reminded me of orders written by federal judges back when I clerked for a federal judge in Birmingham.
The new judge made it crystal clear that she would not tolerate any games by the lawyers and their clients.
I thought, Hallelujah Jesus! Finally, we have a real judge!
Landon eventually agreed to the $2,500,000 escrow, which cleared the way for all four branches of SYB Common Stock Trust to get most of what was due them.
When John McKleroy created SYB Common Stock Trust and SYB, Inc., future dissolution of SYB, Inc. was a non-taxable event. Later, Congress made it taxable.
SYB, Inc. Common Stock Trust wound down and the four beneficiary branches received all but the $2,500,000 escrow.
Later, the claims against John McKleroy and SYB, Inc. directors were resolved in their favor, and the trust branches received their $2,500,000 escrow.
I gave my 2nd wife what she was due under our divorce property settlement. I paid the taxes due on the rest. I gave my children and their spouses and their children about 2/3, and kept the rest for me.
I put mine in F.D.I.C backed securities and U.S. Treasury obligations. The accounts are payable at my death to people I designated. None of it will pass under my last will and testament, be overseen by a court, or touched by a lawyer.
There were plenty of interesting, intriguing and maddening sideshows, which raged for a good while, some of which infuriated me, others of which were somewhat entertaining, but right now I don't see any reason to go into that.
For some reason I may never understand, I reactivated my Alabama law license, by paying a small sum to the Alabama Bar, which, amazingly, did not require me to catch up on any continuing legal election.
I was ready, armed and dangerous to any clients I might represent, and to society.
The only client I got was one of the lawyers in that saga, who seemed pleased with my wacky advice. More than that, I cannot say- lawyer-client privilege.
What I can say is, the only way to kill all the lawyers is stop using lawyers and starve them to death.
No comments:
Post a Comment