## Facts

- Charles Norton Adams executed a 1991 will devising one-sixth of the net proceeds from the sale of his Palm Beach residence to the “De Young Museum Art School” in San Francisco to establish the “Peggy Adams Scholarship Fund” in memory of his wife.
- The will’s residuary clause left the remainder of the estate to Olean General Hospital.
- When the will was executed, the corporate entity once known as the De Young Museum Art School had been dissolved, but the De Young Museum and its art-education programs continued under the Fine Arts Museums Foundation.
- After Adams’s death, the personal representative petitioned the probate court to construe the will and determine whether the gift went to the Foundation (as the functional successor) or lapsed to Olean.
- Olean moved for summary judgment, arguing the named beneficiary no longer existed and the bequest therefore lapsed to the residuary estate.
- The Foundation opposed and submitted an affidavit from Adams’s stepson (the Foundation’s president) stating Adams viewed the museum and art school as a single institution and intended to benefit the museum’s art programs, not a particular defunct corporation.

## Issues

1. Whether a bequest to a dissolved charitable entity creates a latent ambiguity as to the intended beneficiary when the referenced programs continue under a successor organization.
2. Whether extrinsic evidence of the testator’s intent is admissible to resolve that ambiguity.
3. Whether summary judgment is improper where such extrinsic evidence creates a genuine issue of material fact about the intended beneficiary.

## Decision

- The District Court of Appeal of Florida, Fourth District reversed the summary judgment entered for Olean and remanded.
- The court held the will was facially clear but produced a latent ambiguity when applied to the facts because the named beneficiary had been dissolved while the underlying museum and art-school functions continued.
- Because a latent ambiguity existed, extrinsic evidence bearing on the testator’s intent (including the affidavit) was admissible.
- The affidavit and surrounding circumstances raised a genuine issue of material fact as to the intended beneficiary, making summary judgment inappropriate.

## Legal Principles

- A will may be unambiguous on its face yet contain a latent ambiguity when external facts make the application of its terms uncertain.
- When a latent ambiguity concerns the identity or existence of a named beneficiary, extrinsic evidence is admissible to determine the testator’s intent.
- Summary judgment is improper if admissible extrinsic evidence creates a genuine issue of material fact regarding the testator’s intent and the proper recipient of the bequest.
- Will construction aims to ascertain and effectuate the testator’s intent to the extent consistent with law, and courts should avoid outcomes that defeat that intent based solely on technical corporate status.

## Conclusion

The appellate court required further proceedings to determine, using extrinsic evidence, whether the testator intended the scholarship bequest for the continuing De Young Museum art-education programs under the Foundation rather than allowing the gift to lapse to the residuary beneficiary solely because the named entity had been dissolved.


Fine Arts Museums Found. v. First Nat'l in Palm Beach, 633 So. 2d 1179 (Fla. Dist. Ct. App. 1994)