## Facts

- Arthur Ray Hall’s will created a marital trust designed to obtain the maximum federal marital deduction; income was payable to his wife, Julia H. Hall, for life.
- Arthur’s will gave Julia a testamentary general power of appointment over the marital-trust corpus at her death, but only if exercised “by specific reference to the powers granted herein, in her will.”
- Arthur’s will provided that, if Julia failed to exercise the power effectively, the marital-trust corpus would pass into Arthur’s residuary trust for other beneficiaries, including minor remaindermen.
- Julia executed a will devising “all of my estate ... or in which I may have a power of appointment of whatsoever nature” to her sister, Hazel H. Holzbach.
- Julia’s will did not mention Arthur, Arthur’s will, the marital trust, or the power of appointment conferred by Arthur’s will.
- After Julia’s death, United Virginia Bank (as executor and trustee under Arthur’s will) sought judicial instructions on whether Julia had effectively exercised the power, determining whether the marital-trust corpus passed to Holzbach or to Arthur’s residuary trust.

## Issues

1. Whether a will clause generally disposing of the testator’s estate, including property subject to “a power of appointment of whatsoever nature,” effectively exercises a power that the donor required be exercised only “by specific reference” to that power in the donee’s will.
2. Whether Virginia statutes validating exercises of powers despite defects in “forms of execution” or treating general devises as exercising powers can override the donor’s express “specific reference” condition.
3. Whether extrinsic evidence of the donee’s intent (including the scrivener’s affidavit) can supply the donor-required “specific reference.”

## Decision

- The Supreme Court of Virginia affirmed the chancellor’s decree.
- Julia’s will did not effectively exercise the power of appointment because it lacked the donor-required specific reference to the power granted in Arthur’s will.
- The marital-trust corpus therefore passed into Arthur’s residuary trust rather than to Holzbach.
- The cited Virginia statutes did not negate or supersede the donor’s express requirement of specific reference, and evidence of Julia’s subjective intent could not cure the failure to comply with the condition.

## Legal Principles

- A power of appointment is created by the donor, and title to the appointive property remains with the donor (or the donor’s estate plan) until the donee effectively exercises the power.
- The donor may impose valid conditions on the manner of exercising a power of appointment; those conditions must be strictly complied with.
- When the donor requires exercise “by specific reference” to the power, a general reference to “all powers” or to property over which the donee may have “a power of appointment” is insufficient.
- Statutes designed to excuse failures of formalities in executing powers, or to treat general devises as exercising powers by default, do not apply when the donor expressly requires a specific reference to the power.
- The controlling intent is the donor’s intent as expressed in the instrument creating the power; the question is whether the donee manifested intent in the manner prescribed by the donor.

## Conclusion

Because the donor conditioned exercise of the testamentary power of appointment on a specific reference to the power in the donee’s will, and Julia’s will contained only a general all-powers clause without identifying Arthur’s power, the attempted appointment failed and the marital-trust corpus passed under the donor’s residuary trust.


Holzbach v. United Va. Bank, 216 Va. 482, 219 S.E.2d 868 (1975)