## Facts

- S. M. Seeligsohn executed a will (Mar. 25, 1932) directing that $6,000 be paid by the executors to persons identified in a letter described as addressed to the executors and dated Mar. 25, 1932, and stating the executors would not be accountable for the fund and that it was “in no sense a trust.”
- Seeligsohn executed a codicil (Nov. 25, 1933) that did not alter the $6,000 provision and stated the will remained in force except as modified.
- Seeligsohn died (Jan. 27, 1935). In his safe-deposit box, the executors found the will, the codicil, and a handwritten letter addressed to the executors dated July 3, 1933; no letter dated Mar. 25, 1932 was found.
- The July 3, 1933 letter directed distribution of the $6,000, including $4,000 to Esther Cohn, and provided that if a named person could not be found within six months after death, or predeceased the testator, that share would be paid to the heirs identified in the will.
- Esther Cohn survived the testator but died shortly thereafter, before the executors made payment.
- Blanche M. Grayson, as executrix of Cohn’s estate, claimed the $4,000; residuary legatees contended the letter was not incorporated into the will and, alternatively, that Cohn’s gift lapsed.
- Executors filed an interpleader action; the trial court, on stipulated facts, ruled for Grayson.

## Issues

1. Whether a letter not in existence when the will was executed, but in existence when a later codicil republished the will, could be incorporated by reference into the will.
2. Whether the letter was sufficiently identified for incorporation despite the will’s incorrect statement that it would be dated Mar. 25, 1932.
3. Whether the $4,000 gift to Esther Cohn lapsed because Cohn died after the testator but before payment.
4. Whether language stating the executors were not accountable for the $6,000 limited the court’s authority to determine entitlement to the fund in an interpleader action.

## Decision

- The Supreme Court of California affirmed the judgment for Grayson.
- The July 3, 1933 letter was incorporated by reference because the codicil republished the will as of the codicil’s date, and the letter existed at that time.
- The date discrepancy did not defeat incorporation because the will’s reference, together with extrinsic evidence, adequately identified the letter as the intended instrument.
- The $4,000 gift to Cohn did not lapse; the letter specified only certain contingencies for diversion to heirs, and none applied because Cohn did not predecease the testator and could be found.
- The “not accountable” clause did not bar judicial construction of the testamentary scheme or resolution of competing claims to the fund.

## Legal Principles

- A will may incorporate an extrinsic writing by reference if the will (as operative at execution or as republished) sufficiently identifies the writing, and the writing is shown to exist at the relevant time; a codicil republishes the will as of the codicil’s date.
- Minor misdescription in the will’s reference (such as an incorrect date) does not preclude incorporation when the document is otherwise identifiable from the will plus extrinsic proof and matches the described function.
- When an incorporated writing specifies conditions under which a gift is to shift to others, those stated conditions govern; a gift that vests at the testator’s death does not fail merely because the beneficiary dies before distribution, absent applicable divesting language.
- Clauses attempting to relieve executors of accountability do not prevent courts from construing testamentary instruments and adjudicating entitlement to disputed estate funds.

## Conclusion

The court held that a codicil’s republication allowed incorporation by reference of the later-dated letter despite an incorrect date in the will’s description, and it enforced the letter’s distribution terms by awarding the $4,000 share to the legatee’s estate because the specified divesting contingencies did not occur.


Simon v. Grayson, 15 Cal. 2d 531, 102 P.2d 1081 (Cal. 1940)