## Facts

- Simon W. Wardwell died in 1921, and his will was probated in Providence, Rhode Island.
- Paragraph Tenth of the will placed Wardwell’s entire estate in trust for specified life beneficiaries, with an ultimate charitable application after those interests ended.
- The will directed that up to $50,000 of annual net income be distributed in specified amounts to named family-related beneficiaries and to trustees.
- The will also directed that annual net income in excess of $50,000 be paid, in the trustees’ discretion, to Wardwell’s “employees and acquaintances known to my said trustees to have been loyal to me and my inventions.”
- Years later, trustees sought judicial construction and instructions concerning whether this “employees and acquaintances” provision was valid or void for indefiniteness.
- After a trustee (Arthur A. Armington) died, a successor trustee and Armington’s estate were added as parties; Armington’s executors could potentially receive discretionary distributions in years of excess income.
- All known interested persons and entities were joined, the Attorney General appeared for the state’s interest, and a guardian ad litem was appointed for unknown persons.

## Issues

1. Whether the testamentary direction to distribute excess net income (above $50,000) in the trustees’ discretion to “employees and acquaintances known to my said trustees to have been loyal to me and my inventions” created a valid, enforceable class or was void for indefiniteness.
2. Whether, under the will’s scheme, trustees’ successors (including an estate acting through executors) could be eligible as discretionary recipients of excess income.
3. How the discretionary excess-income provision fit within the will’s overall plan, including the ultimate charitable use of the trust estate.

## Decision

- The Rhode Island Supreme Court upheld the excess-income provision as valid and not void for indefiniteness.
- The court construed the described beneficiaries as a sufficiently defined class tied to Wardwell’s historical relationships (employees and acquaintances) and further limited by the trustees’ knowledge of their loyalty to Wardwell and his inventions.
- The court confirmed the trustees could exercise discretionary selection within that class, subject to fiduciary duties and equitable supervision.
- The court recognized that Armington’s executors could be discretionary recipients of some excess income in appropriate years.
- The court provided instructions to administer the trust consistent with this construction, while preserving the will’s ultimate charitable disposition.

## Legal Principles

- A testamentary provision is construed to effect the testator’s intent when a lawful, reasonable construction is available.
- A trust is not void for uncertainty merely because trustees are given discretion to choose among beneficiaries, so long as the described class is ascertainable by workable standards.
- Descriptions grounded in the testator’s real-world relationships (such as employment and personal acquaintance), combined with an evaluative criterion to be applied by trustees in good faith, can be sufficiently definite to support a discretionary trust.
- Trustee discretion is bounded by fiduciary obligations and is subject to equitable review for bad faith or abuse; this supervision supports enforceability of discretionary class gifts.
- In construing a will, courts read the disputed clause in the context of the overall dispositive scheme, including any ultimate charitable purpose.

## Conclusion

The court held that a will may validly authorize trustees to distribute excess trust income, in their discretion, to a class defined as employees and acquaintances known to the trustees to have been loyal to the testator and his inventions, and it instructed trustees to administer that discretionary power within the will’s broader private-and-charitable plan.


Armington v. Meyer, 236 A.2d 450 (R.I. 1967)