## Facts

- Betty R. Moor executed a will in Florida in 1998 that included (1) a residuary pour-over provision to her revocable trust (benefiting the trust beneficiaries) and (2) language authorizing disposition of certain tangible personal property by a separate written memorandum.
- The will did not include an express choice-of-law clause, but Moor later lived and died in Delaware.
- In March 2001, while in Delaware, Moor signed a personal-property memorandum referenced by her will.
- The memorandum made specific distributions of identified items of tangible personal property to five named individuals (the memorandum beneficiaries).
- The memorandum also instructed the executors to sell other items of tangible personal property and distribute the money received from those sales equally among those same five memorandum beneficiaries.
- After Moor’s death in Delaware, the revocable-trust beneficiaries challenged the memorandum’s sale-and-proceeds directive, arguing that a personal-property memorandum could cover only in-kind distributions of tangible items and that any cash proceeds from a sale should instead pass under the will’s residuary pour-over to the trust.
- The memorandum beneficiaries (and the estate fiduciaries responsible for administering the will) defended the memorandum, contending that the applicable separate-writing statutes in Delaware and Florida permitted a testator to “dispose of” tangible personal property by memorandum and that this included ordering a sale and gifting the resulting proceeds.

## Issues

1. Under statutes permitting a testator, by separate writing referenced in a will, to “dispose of” tangible personal property, may the testator direct the executor to sell such property and distribute the sale proceeds to named individuals?

## Decision

- Yes. The Court of Chancery held that a testator is not barred by Delaware or Florida law from directing, in a will-referenced personal-property memorandum, that eligible tangible personal property be sold and that the sale proceeds be distributed to specified persons.
- The court read the statutory phrase “to dispose of” broadly and found no basis to limit a memorandum to only in-kind transfers of the physical items.
- Because the memorandum addressed only property of a kind eligible for disposition by separate writing, the court enforced the memorandum’s sale-and-proceeds instructions.
- The court rejected the trust beneficiaries’ argument that the sale proceeds necessarily became part of the residuary estate subject to the will’s pour-over to the revocable trust.

## Legal Principles

- When a will validly references a separate writing authorized by statute, the memorandum can control the disposition of covered tangible personal property.
- Statutory authority to “dispose of” tangible personal property by separate writing can include directing an executor to sell the covered property and distribute the resulting sale proceeds to identified beneficiaries.
- Absent a clear statutory limitation or countervailing policy concern, courts will not narrow the ordinary meaning of “dispose of” to exclude sale-and-proceeds instructions.
- A valid memorandum operates as a specific disposition mechanism that removes the covered property (and, if directed, its sale proceeds) from what would otherwise pass under a residuary pour-over clause.

## Conclusion

The Delaware Court of Chancery enforced Betty Moor’s will-referenced personal-property memorandum, holding that the statutory power to “dispose of” tangible personal property by separate writing allowed her to instruct her executors to sell certain tangible items and distribute the sale proceeds to the named memorandum beneficiaries rather than sending those proceeds to the residuary pour-over trust.


In re Last Will and Testament and Trust Agreement of Moor, 879 A.2d 648 (2005)