## Facts

- The Forbes family created the Beckton Ranch Trust (BRT), a long-running family ranch trust with multiple beneficiaries and trustee-beneficiaries.
- The trust provided that if a beneficiary transferred BRT shares to someone who was not a descendant of William Forbes, the trustees could purchase (reacquire) those shares at “fair value.”
- The trust gave the trustees discretion to appraise and determine “fair value,” even though the trustees were also beneficiaries of the BRT.
- Waldo E. “Spike” Forbes, a beneficiary, gifted BRT shares to two of his stepsons, who were not descendants of William Forbes, triggering the trustees’ purchase option under the trust.
- The trustees elected to exercise the option and chose a sealed-bid process to estimate fair value in a trust with no public market for shares.
- Under the process, beneficiaries (including trustees) submitted confidential bids stating the price each believed a knowledgeable third party would pay for the shares.
- The trustees set a minimum bid of $4,000 per share; one trustee later described that figure as a low starting point.
- Based on the bids, the trustees set “fair value” at $5,972.22 per share, and several beneficiaries purchased shares at that value; trustee Edith Forbes bought one share for $6,000.
- Spike sued the trustees (in their individual capacities and as trustees), seeking declaratory relief, damages for breach of fiduciary duty (focused on duty of loyalty), and an accounting.
- The district court ruled that Spike lacked standing under the Uniform Declaratory Judgments Act (UDJA) to seek declaratory relief tied to the value of the shares he had already given away; granted summary judgment to the trustees on the loyalty claim; and later found the trustees’ 2019 Annual Report was a sufficient common-law accounting.
- Spike appealed those rulings to the Wyoming Supreme Court.

## Issues

1. Did Spike have standing under the UDJA to seek declaratory relief related to the value and repurchase of shares he had already gifted to non-descendants?
2. Did the trustees breach the fiduciary duty of loyalty by using a sealed-bid process (with a minimum bid) to determine “fair value” and allowing trustee-beneficiaries to purchase shares?
3. Did the BRT’s 2019 Annual Report satisfy the trustees’ common-law duty to provide an adequate accounting to a beneficiary?

## Decision

- The Wyoming Supreme Court **affirmed in part and reversed in part**, and remanded for further proceedings consistent with its opinion.
- **Standing (UDJA):** The court agreed that Spike could not use declaratory relief to litigate matters directed solely at the value/ownership of the shares he had voluntarily transferred away, but recognized that a beneficiary may still pursue claims tied to his remaining beneficial interest and trust administration.
- **Duty of loyalty:** The court **affirmed** summary judgment for the trustees, holding the sealed-bid method and resulting fair-value determination did not, on the record presented, create a triable issue of disloyalty, bad faith, or improper self-dealing.
- **Accounting:** The court **reversed in part** the ruling that the 2019 Annual Report fully satisfied common-law accounting requirements, concluding additional information was required to give a beneficiary a meaningful ability to review the trustees’ management.

## Legal Principles

- A plaintiff seeking relief under the UDJA must show a legally protectable interest affected by the challenged conduct; after a beneficiary voluntarily transfers the property interest at issue, declaratory standing may be lacking for claims aimed only at that transferred interest.
- Trust terms granting trustees discretion to determine “fair value” and to purchase interests transferred to non-descendants are given significant effect; courts generally do not replace the trustees’ valuation choice without evidence of bad faith, dishonesty, or an unreasonable process.
- A trustee’s dual status as trustee and beneficiary triggers careful review for loyalty concerns, but an express authorization in the trust instrument for trustee participation in repurchases weighs strongly against a per se finding of breach.
- At summary judgment, the challenger must present evidence creating a genuine dispute that the trustees used the valuation method to obtain an improper advantage (such as collusion, sham pricing, or intentional undervaluation), not merely evidence that a different valuation method might have been used.
- A common-law accounting must provide enough detail to allow a beneficiary to understand trust administration and evaluate whether to raise objections; a report may be adequate in some respects yet still require added disclosure or clarification.

## Conclusion

In *Forbes v. Forbes*, the Wyoming Supreme Court held that Spike’s gift of his BRT shares limited his ability to seek declaratory relief aimed only at the value of those gifted shares, affirmed that the trustees did not breach the duty of loyalty by using a sealed-bid process to set “fair value” and permit trustee-beneficiaries to purchase shares under the trust’s express terms, and reversed in part because the trust’s 2019 Annual Report did not supply all information required for a complete common-law accounting, requiring further disclosure on remand.


Forbes v. Forbes, 509 P.3d 888 (2022)