Record No: 140112
(As published by the Virginia Supreme Court)
In an appeal relating to disposition of shares of stock in a family held business, the shares held by the mother of the principal litigants, which would otherwise be conveyed to an inter vivos trust under a pour-over provision in her will, must instead be bequeathed in a manner set forth in a shareholders’ agreement the mother entered into several years after executing her estate planning documents. Because the shareholders’ agreement allows the parties to first attempt to come to an agreement regarding how such a disposition shall occur, the case will be remanded to the circuit court so that the parties may, in the first instance, attempt to resolve who will purchase the mother’s remaining shares of stock, and in what quantities. If the parties cannot reach such an agreement, the shareholders’ agreement requires the shareholders, including mother’s executors on her behalf, to ensure that her remaining shares are sold to the company. The circuit court’s judgment concluding that mother’s estate documents govern the disposition of her shares of company stock, and that the defendant son properly exercised his exclusive purchase option under the trust agreement, is reversed and the case is remanded for further proceedings.