## Facts

- In 1998, Hiroaki (“Rocky”) Aoki created the Benihana Protective Trust (BPT) to hold Benihana-related assets and granted himself an unlimited testamentary power of appointment exercisable only by a will provision specifically referring to that power.
- Rocky named as trustees his attorney and two of his children, Kevin and Kana.
- Rocky married Keiko Ono Aoki in 2002; efforts to secure a postnuptial agreement were unsuccessful.
- In September 2002, Rocky executed a written “partial release” irrevocably limiting his testamentary power of appointment to appointments “to or for the benefit of” his “descendants.”
- In December 2002, Rocky executed a second, substantially similar partial release.
- Years later, Rocky executed testamentary instruments attempting to appoint BPT interests to Keiko (including an outright portion and a life-income interest), with an alternative appointment to two of his children if the appointment to Keiko was ineffective.
- After Rocky’s death, competing claims arose over whether the partial releases were valid and whether the later appointment to Keiko could be given effect.

## Issues

1. Whether the decedent’s written partial releases validly and irrevocably limited his testamentary power of appointment over trust property to a class consisting only of his descendants.
2. Whether the partial releases should be set aside based on alleged lack of capacity, undue influence, mistake, or overreaching.
3. Whether the releases were void as against public policy because they had the practical effect of limiting what the surviving spouse could receive.

## Decision

- The Appellate Division reversed the Surrogate’s Court and declared the partial releases valid.
- The court held that the releases effectively converted the decedent’s general testamentary power into a limited power exercisable only in favor of descendants.
- Because the surviving spouse was not within the permissible class after the releases, the attempted appointment to her exceeded the limited power and was ineffective as an exercise of the BPT power of appointment.

## Legal Principles

- A donee of a testamentary power of appointment may execute a valid partial release that narrows the scope of permissible appointees, absent a prohibition in the governing instrument and if formal requirements are satisfied.
- A clear, unambiguous, and properly executed partial release is enforceable and restricts later exercises of the power to the released terms.
- Allegations of incapacity, undue influence, mistake, or overreaching require evidentiary support sufficient to justify invalidating an otherwise valid release.
- Estate planning that limits a surviving spouse’s potential benefit is not, by itself, a basis to invalidate a lawful release of a power of appointment.

## Conclusion

The Appellate Division held that Rocky Aoki’s partial releases validly restricted his testamentary power of appointment over the trust to his descendants, rendering his later attempted appointment of trust interests to his surviving spouse ineffective as an exercise of that power.


Matter of Aoki v. Aoki, 117 A.D.3d 499, 985 N.Y.S.2d 523 (1st Dep’t 2014)