## Facts

- A testamentary trust was created under the will (1952) and codicil (1956) of William S. Glennan, probated in 1958.
- The trust’s principal assets included stock interests in businesses that became Landmark Communications, Inc. and TeleCable Corporation.
- J. Allen Tyler was the sole remaining income beneficiary at the time of suit.
- Landmark agreed to purchase the trust assets for \$23 million from Tyler and eight named remainder beneficiaries, conditioned on the remainder interests being vested and transferable.
- Landmark, Tyler, and the eight remainder beneficiaries sought a declaratory judgment that the remainder interests were indefeasibly vested.
- The trustee (Sovran Bank, N.A.) and a guardian ad litem representing adult and minor/unborn/unknown descendants opposed, contending the interests were alternate contingent remainders.
- The dispute centered on will language using formulations such as gifts “to A or his heirs,” and whether that language imposed a survivorship condition or merely described descent.

## Issues

1. Whether the testamentary trust’s remainder interests were indefeasibly vested remainders or alternate contingent remainders.
2. Whether the phrase “or his heirs,” in context, created a substitutional contingent gift or functioned as descriptive language identifying successors to a vested taker.
3. Whether the named remainder beneficiaries’ interests were transferable before enjoyment of the corpus upon termination of the income interests.

## Decision

- The Supreme Court of Virginia reversed the trial court.
- The Court held the remainder interests were indefeasibly vested remainders, not alternate contingent remainders.
- The Court construed “or his heirs,” in context, as describing who would take through a vested remainderman rather than imposing a condition precedent of survivorship.
- The Court declared the named remainder beneficiaries’ interests vested and transferable, allowing the contemplated sale to proceed.

## Legal Principles

- The controlling objective in will and trust construction is the testator’s intent, determined from the instrument as a whole.
- Virginia applies a presumption favoring early vesting; if testamentary language reasonably permits either vested or contingent construction, courts prefer vesting absent a clearly expressed condition precedent.
- A remainder is vested when given to an ascertained person without a condition precedent other than expiration of prior estates; postponed enjoyment does not make the interest contingent.
- In context, language such as a gift “to A or his heirs” after a prior estate may be construed as a vested gift to A, with “heirs” functioning descriptively rather than creating alternate contingent remainders.
- Individual phrases are interpreted in harmony with the overall distribution plan rather than read to introduce unexpressed survivorship contingencies.

## Conclusion

The court construed the testamentary trust to grant the named remaindermen indefeasibly vested, alienable remainder interests, treating “or his heirs” as descriptive language consistent with the testator’s overall plan and Virginia’s preference for early vesting.


Landmark Commc’ns, Inc. v. Sovran Bank, N.A., 239 Va. 158, 387 S.E.2d 484 (Va. 1990)