Hudson Revocable Trust v. Freedom Pass

09/08/2026 DA 25-0714 Case Number: DA 25-0714 IN THE SUPREME COURT OF THE STATE OF MONTANA 2026 MT 212 CAROL HUDSON REVOCABLE TRUST, ALAN LEE JOHNSON, and JEFFREY JOHNSON, Plaintiffs and Appellants, v. FREEDOM PASS PARTNERS, LLC, Defendant and Appellee. APPEAL FROM: District Court of the Eighteenth Judicial District, In and For the County of Gallatin, Cause No. DV-21-808B Honorable John C. Brown, Presiding Judge COUNSEL OF RECORD: For Appellants: David B. Cotner, Sherine D. Blackford, Cotner Blackford Law, PLLC, Missoula, Montana For Appellee: Kimberly A. Beatty, Browning, Kaleczyc, Berry & Hoven, P.C., Helena, Montana Submitted on Briefs: May 20, 2026 Decided: September 8, 2026 Filed: __________________________________________ Clerk Justice Beth Baker delivered the Opinion of the Court. ¶1 In August 2016, Freedom Pass Partners, LLC purchased a parcel of undeveloped property near Big Sky, Montana. Seeking a declaration that Carol Hudson’s Estate holds a membership interest in Freedom Pass, Carol Hudson Revocable Trust, Allen Lee Johnson, and Jeffrey Johnson filed a complaint in the Eighteenth Judicial District Court in July 2021. The District Court granted summary judgment in favor of Freedom Pass, determining that Johnsons lacked standing and their several claims were time-barred. It also denied several other pending motions. We restate the following issues on appeal: 1. Did Johnsons present sufficient evidence to withstand summary judgment on the statute of limitations based on the claim that Carol Hudson did not know or have reason to know that she was not a member of Freedom Pass because that fact was concealed from her? 2. Did the District Court abuse its discretion when it denied Johnsons’ motion to amend their complaint because the court determined that such amendment would be futile? 3. Did the District Court abuse its discretion when it denied Johnsons’ motion to compel discovery that would have identified a prospective purchaser of the Freedom Pass Property and the title company involved in that purchase? 4. Did the District Court abuse its discretion when it denied Johnsons’ motion for relief from the judgment without considering whether the Johnsons’ voluntary withdrawal of their notice of lis pendens mooted Freedom Pass’s request to dissolve the notice? We reverse and remand for further proceedings consistent with this Opinion. FACTUAL AND PROCEDURAL BACKGROUND ¶2 This case involves a parcel of undeveloped property near Big Sky, Montana (Freedom Pass Property or the Property), and the membership interests of the Property’s owner, Freedom Pass Partners, LLC (Freedom Pass). On August 1, 2016, Doug Nail 2 entered a buy-sell agreement to purchase the Property for $1,325,000. Later that month, Freedom Pass filed its Articles of Organization with the Montana Secretary of State, identifying Nail, Janice Rearden, and Elizabeth Lindsey as its members. A warranty deed conveying the Property to Freedom Pass was recorded with the Gallatin County Clerk and Recorder on September 1, 2016. ¶3 Carol Hudson’s sons, Jeff and Alan Johnson (Johnsons), as individuals and as beneficiaries and trustees of the Carol Hudson Revocable Trust, filed a complaint on July 28, 2021, asserting ten claims against Freedom Pass. At the time of her death in 2018, Hudson and Nail had been together for more than ten years and were common-law spouses. In re Estate of Hudson, 2025 MT 226, ¶ 2, 424 Mont. 294, 577 P.3d 183.1 Johnsons alleged that Hudson funded the purchase of the Freedom Pass Property under Nail’s false assurances that her financial investment entitled her to a membership in Freedom Pass. Johnsons’ initial complaint claimed that Hudson’s Estate had an interest in the Freedom Pass Property as either a member or an individual investor. It also asserted that Nail and Freedom Pass’s other members violated several contract, tort, and statutory laws when they claimed to but did not make Hudson a member of Freedom Pass after she made capital contributions to purchase the Property.2 1 In In re Estate of Hudson, we affirmed the District Court’s ruling that Hudson and Nail were common-law spouses at the time of her death, entitling Nail to file for an elective share of Hudson’s Estate. 2 The complaint prayed for declaratory relief under Count 1 that Hudson was a member of Freedom Pass or, alternatively under Count 2, declaratory relief that individual investors, not Freedom Pass, were the lawful owners of the Property. Count 3 alleged breach of oral contract, claiming Nail, as an agent of Freedom Pass, promised to ensure Hudson’s membership interest in Freedom Pass in exchange for her financial investment in the Property. Counts 4, 5, 6, and 7 allege fraud, negligent 3 ¶4 On October 4, 2021, Freedom Pass answered Johnsons’ complaint, asserted several affirmative defenses, and counterclaimed for abuse of process, slander of title, and tortious interference with business. Freedom Pass alleged that Johnsons brought the present action solely to record a notice of pendency of action (lis pendens) and to prevent the sale of the Freedom Pass Property. Freedom Pass moved for summary judgment on November 1, 2021, asserting that Johnsons’ claims were time-barred and that Johnsons lacked standing as mere beneficiaries of Hudson’s Estate. On December 6, 2021, Johnsons responded to Freedom Pass’s motion for summary judgment and moved for leave of court to file an amended complaint. The proposed amended complaint added Hudson’s Estate as a party. More than three years later, the District Court granted summary judgment in favor of Freedom Pass, concluding that Johnsons lacked standing because the action was not brought by the personal representative of Hudson’s Estate, and regardless, Johnsons’ claims were time-barred. ¶5 On April 3, 2025, in a three-page order, the Court addressed several additional motions the parties had filed during the intervening time period. Relevant to this appeal, the court denied Johnsons’ motion for leave to file an amended complaint because, in light of its summary judgment order, the amendment would be “futile” as Johnsons’ claims were time-barred regardless of whether the Estate through its personal representative entered as misrepresentation, deceit, and false statements respectively, as based on Nail’s misleading statements to Hudson and his misrepresentations in recorded documents. Count 8 claimed that Freedom Pass was unjustly enriched by Hudson’s investment in the property. Count 9 alleged that Freedom Pass converted Hudson’s membership interest when it wrongfully deprived her of future returns. Count 10 prayed for a temporary restraining order and other injunctive relief until the District Court resolved the ownership interest in Freedom Pass. 4 a plaintiff. It similarly denied Johnsons’ motion to compel the name of the prospective buyer and title company involved in the July 24, 2021 buy-sell agreement—which Freedom Pass had redacted when it produced the buy-sell in discovery—because the summary judgment order mooted the discovery dispute. Also pending when the District Court issued its April 3 Order was a M. R. Civ. P. 60 motion challenging the court’s judgment ordering the Johnsons to dissolve the notice of pending litigation (lis pendens). The Johnsons’ Rule 60 motion argued that the court inadequately considered their withdrawal of the lis pendens nearly two years earlier. The court responded in its April 3 Order that it “did not make any errors or mistakes of fact when it issued its Order Dissolving the Lis Pendens” and denied the motion as moot. ¶6 On September 11, 2025, the District Court granted Freedom Pass’s motion for M. R. Civ. P. 54(b) certification. It concluded that its summary judgment order and April 3 Order were final and immediately appealable. This Court accepted certification in accordance with M. R. App. P. 6(6) and now considers Johnsons’ appeal. STANDARDS OF REVIEW ¶7 This Court reviews a district court’s grant of summary judgment de novo. Draggin’ Y Cattle Co., Inc. v. Addink, 2013 MT 319, ¶ 16, 372 Mont. 334, 312 P.3d 451. Summary judgment is appropriate when “the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact,” and the movant is entitled to judgment as a matter of law. M. R. Civ. P. 56(c). ¶8 We review for abuse of discretion a district court’s determination on motions for leave to file an amended complaint and motions to compel. Bitterroot Int’l Sys., Ltd. v. 5 W. Star Trucks, Inc., 2007 MT 48, ¶ 48, 336 Mont. 145, 153 P.3d 627 (motion to amend); Egan Slough Cmty. v. Flathead Cnty. Bd. of Cnty. Comm’rs, 2022 MT 57, ¶ 15, 408 Mont. 81, 506 P.3d 996 (motion to compel). We generally review denial of a motion for relief from judgment under M. R. Civ. P. 60(b) for abuse of discretion. Essex Ins. Co. v. Moose’s Saloon, Inc., 2007 MT 202, ¶ 16, 338 Mont. 423, 166 P.3d 451. A district court abuses its discretion when it “exercises granted discretion based on a mistake of law, erroneous findings of material fact, or otherwise acts arbitrarily, without conscientious judgment or in excess of the bounds of reason, resulting in substantial injustice.” City of Bozeman v. Howard, 2021 MT 230, ¶ 9, 405 Mont. 321, 495 P.3d 72 (quoting City of Bozeman v. McCarthy, 2019 MT 209, ¶ 12, 397 Mont. 134, 447 P.3d 1048). DISCUSSION ¶9 1. Did Johnsons present sufficient evidence to withstand summary judgment on the statute of limitations based on the claim that Carol Hudson did not know or have reason to know that she was not a member of Freedom Pass because that fact was concealed from her? ¶10 “Summary judgment is an extreme remedy that should never be substituted for a trial if a material factual controversy exists.” Christian v. Atlantic Richfield Co., 2015 MT 255, ¶ 12, 380 Mont. 495, 358 P.3d 131 (citations omitted). The initial burden is on the movant to “exclude any real doubt as to the existence of any genuine issue of material fact by making a clear showing as to what the truth is.” Christian, ¶ 12 (internal quotations omitted; citations omitted). The burden then shifts to the non-movant to show “in proper form, and by more than mere denial, speculation, or pleading allegation” specific facts demonstrating the existence of a genuine issue of material fact. Kostelecky v. Peas in a 6 Pod LLC, 2022 MT 195, ¶ 18, 410 Mont. 239, 518 P.3d 840 (citations omitted). The district court must view the summary judgment record in the light most favorable to and draw all reasonable inferences in favor of the non-movant. Kostelecky, ¶ 18 (citations omitted). “In assessing what reasonable inferences may be drawn in favor of the non-moving party, the court must consider the entire record.” Kipfinger v. Great Falls Obs. & Gyno. Assocs., 2023 MT 44, ¶ 14, 411 Mont. 269, 525 P.3d 1183 (internal quotations omitted; citations omitted). If there is doubt as to the existence of a genuine dispute, such doubt must be resolved in favor of the party opposing summary judgment. Christian, ¶ 12. ¶11 We address preliminarily Johnsons’ challenge to the District Court’s consideration of allegedly inadmissible evidence in its summary judgment determination. See N. Cheyenne Tribe v. Roman Catholic Church, 2013 MT 24, ¶ 21, 368 Mont. 330, 296 P.3d 450 (noting that the “[d]istrict courts need only consider admissible evidence when determining whether to grant a motion for summary judgment” (citation omitted)). Johnsons also contend that the District Court improperly considered evidence submitted for the first time in Freedom Pass’s summary judgment reply brief. See Kipfinger, ¶ 40 (determining that “fairness dictates that district courts generally not grant summary judgment to the moving party based on legal or evidentiary arguments raised for the first time in a reply brief” (citation omitted)). Johnsons’ arguments disregard the nearly three intervening years between Freedom Pass’s reply brief and the District Court’s summary judgment order. During this time, Johnsons had notice of the evidence that Freedom Pass submitted to the court for its consideration on summary judgment and had the opportunity to challenge that evidence for lack of admissibility or fairness. See Hiebert v. Cascade 7 Cnty., 2002 MT 233, ¶¶ 29-32, 311 Mont. 471, 56 P.3d 848 (inadmissible affidavits and exhibits); Worledge v. Riverstone Residential Grp., LLC, 2015 MT 142, ¶¶ 16-18, 379 Mont. 265, 350 P.3d 39 (evidence submitted for the first time in reply brief). Johnsons did not raise this argument below, and we generally will not address issues raised for the first time on appeal. Old Elk v. Healthy Mothers, 2003 MT 167, ¶ 23, 316 Mont. 320, 73 P.3d 795 (citation omitted). We make no exception here and decline to consider Johnsons’ challenge to the summary judgment record. ¶12 The District Court ruled that Johnsons were precluded by the statute of limitations because Carol Hudson’s claims accrued no later than April 6, 2017, and they did not file suit until almost four years later after all applicable periods of limitation had expired. A claim or cause of action generally accrues and the statute of limitations begins to run “when all elements of the claim or cause exist.” Norbeck v. Flathead Cnty., 2019 MT 84, ¶ 18, 395 Mont. 294, 438 P.3d 811 (quoting § 27-2-102(1)(a), MCA). A party commences an action when he or she files a complaint. Section 27-2-102(1)(b), MCA. If a party fails to file a complaint within the period of limitations, the claim or cause of action is time-barred. Norbeck, ¶ 18. “The fact that a party does not know that he or she has a claim, whether because he or she is unaware of the facts or unaware of his or her legal rights, is usually not sufficient to delay the beginning of the limitations period.” Christian, ¶ 61 (citation omitted); Norbeck, ¶ 18. ¶13 An exception to this general principle is the discovery rule. Christian, ¶ 61; Norbeck, ¶ 19. The discovery rule provides that “if the facts constituting the claim are concealed or self-concealing in nature, or if the defendant acted to prevent the injured party 8 from discovering those facts,” the statute of limitations is tolled until “the injured party has discovered, or in the exercise of due diligence should have discovered, both the injury and its cause.” Christian, ¶ 61 (citing § 27-2-102(3), MCA; Draggin’ Y, ¶ 21; Bennett v. Dow Chem. Co., 220 Mont. 117, 120-21, 713 P.2d 992, 994 (1986)); Norbeck, ¶ 19. Under this exception, a claim does not accrue until “the plaintiff is given notice or information that would prompt a reasonable person to conduct further inquiry.” Christian, ¶ 64 (citation omitted). If a claimant is provided with such notice but fails to exercise due diligence, the statute of limitations will not be tolled. Christian, ¶ 64; Norbeck, ¶ 19. ¶14 Relevant here, the statute of limitations is tolled when the defendant takes affirmative action to conceal the facts constituting the claim or engages in fraudulent concealment. Christian, ¶ 73; Estate of Watkins v. Hedman, 2004 MT 143, ¶¶ 24-25, 321 Mont. 419, 91 P.3d 1264; Textana, Inc. v. Klabzuba Oil & Gas, 2009 MT 401, ¶ 37, 353 Mont. 442, 222 P.3d 580. Fraudulent concealment “entails the employment of artifice, planned to prevent inquiry or escape investigation, and to mislead or hinder information acquisition.” Textana, ¶ 37 (citing Holman v. Hansen, 237 Mont. 198, 202, 773 P.2d 1200, 1203 (1989)). Generally, to invoke this doctrine, the plaintiff must show that the defendant engaged in “affirmative conduct . . . calculated to obscure the existence of the cause of action.” Cartwright v. Equitable Life Assur. Soc’y of U.S., 276 Mont. 1, 17, 914 P.2d 976, 986 (1996) (citation omitted). This standard changes when a fiduciary or confidential relationship exists between the parties, and there is a duty to disclose. Textana, ¶ 37 (citing Estate of Watkins, ¶ 25); see also Kerrigan v. O’Meara, 71 Mont. 1, 6, 227 P. 819, 821 (1924) (defining fiduciary or confidential relationship for purposes of tolling the statute of 9 limitations). Where a confidential or fiduciary relationship exists, “[m]ere silence or failure to reveal information in the presence of a duty to disclose” may toll the statute of limitations. Textana, ¶ 37 (citing Estate of Watkins, ¶ 25). ¶15 If there is a question of material fact “whether the facts constituting the claim were concealed or self-concealing, whether the defendant prevented discovery of those facts, or whether the plaintiff exercised due diligence,” then it is within the province of the jury to resolve those questions. Christian, ¶ 64 (citation omitted); Draggin’ Y, ¶ 29; Johnston v. Centennial Log Homes & Furnishings, Inc., 2013 MT 179, ¶ 28, 370 Mont. 529, 305 P.3d 781 (citing Siebken v. Voderberg, 2012 MT 291, ¶ 23, 367 Mont. 344, 291 P.3d 527) (quoting Nelson v. Nelson, 2002 MT 151, ¶ 24, 310 Mont. 329, 50 P.3d 130)). ¶16 Here, the District Court considered when Hudson knew or should have known she was not a member of Freedom Pass to determine when the statute of limitations began to run. It cited the Articles of Organization filed with the Secretary of State on August 26, 2016. The document did not identify Hudson as a member. Instead, it clearly named Nail, Lindsey, and Rearden as Freedom Pass’s members. The District Court reasoned that because the Articles of Organization was public record, Freedom Pass took no affirmative action to conceal or hide its actions from Hudson. The court concluded that once the Articles of Organization was recorded, Hudson had “presumptive knowledge of the fact that she did not have a membership interest” in Freedom Pass. Many of Johnsons’ claims thus accrued on August 26, 2016.3 3 For Johnsons’ claim for declaratory judgment that individual investors were the owners of the Property and not Freedom Pass, the court similarly regarded the fact that the warranty deed for the 10 ¶17 The court alternatively cited the 2017 Annual Report, filed with the Secretary of State on April 6, 2017, bearing Hudson’s electronic signature as an authorized agent and not identifying her as a member. Johnsons conceded this fact in their initial complaint. Based on this, the District Court reasoned that Freedom Pass established the undisputed fact that Hudson had actual knowledge that she was not a member of Freedom Pass, at the very latest, by April 6, 2017. The court concluded that all of Johnsons’ claims were inarguably time-barred. ¶18 On appeal, Johnsons contend that the District Court failed adequately to consider record evidence demonstrating a genuine dispute as to when Hudson knew or should have known that she was not a member of Freedom Pass. Johnsons claim that record evidence could support a jury finding that Freedom Pass prevented her from discovering she did not have a membership interest or that this fact was in some way concealed. Johnsons cite the Schedule K-1 federal tax forms for 2016 and 2017, both of which identified Hudson as a member of Freedom Pass.4 Nail signed the related 8879-PE forms as a member of Freedom Pass and under penalty of perjury, attesting that he examined the 1065s and K-1s for those years, and to the best of his knowledge, those documents were “true, correct, and Property was recorded and made available to the public on September 1, 2016. Based on its public availability, the Court concluded that Hudson knew or should have known that individual investors were not the owners of Freedom Pass Property. 4 A partnership uses Schedule K-1s to report members’ shares of the partnership’s income, deductions, and other relevant tax information. The partnership files a copy of the Schedule K-1 (Form 1065) with the Internal Revenue Service. Partner’s Instructions for Schedule K-1 (Form 1065), IRS, https://perma.cc/S2MA-YSU3 (last visited Aug. 19, 2026); see also About Form 1065, U.S. Return of Partnership Income, IRS, https://perma.cc/SP29-FR6U (last visited Aug. 19, 2026). 11 complete.”5 The District Court noted that Freedom Pass later amended the 1065s and K-1s, replacing Hudson with Nail as a member. But Johnsons point out that these amendments were not made until long after Hudson’s death and after they filed this litigation.6, 7 ¶19 Johnsons cite the “Limited Liability Company Authorization Resolution” (Resolution), which both Nail and Hudson signed as “members” of Freedom Pass on April 24, 2017. The Resolution would have provided Nail and Hudson the power to conduct certain transactions with Stockman Bank with only a single member’s signature. For reasons unclear from the record, the Resolution does not appear to have been submitted to Stockman Bank. ¶20 Nail’s signature also is present on the August 1, 2016 buy-sell agreement, related closing documents, and several of the admitted operating agreements. None of these documents either identify Hudson as a member or contain her signature. These legal 5 An 8879-PE is used when a general partner or limited liability company member manager and electronic return originator (ERO) use the general partner’s or limited liability company member manager’s personal identification number (PIN) to electronically sign a partnership’s electronic return of partnership income. About Form 8879-PE, IRS e-file Signature Authorization for Form 1065, https://perma.cc/4GDD-WR85 (last visited Aug. 19, 2026). 6 On December 16, 2021, just over a week after Johnsons filed their response to Freedom Pass’s summary judgment motion, Freedom Pass filed an amendment to its 2016 and 2017 1065 forms and K-1 forms, claiming that the returns were “originally filed with Carol Hudson listed as a partner and tax matters partner. That was incorrect. The correct partner was Doug Nail.” 7 The Johnsons claim that they did not discover that the Freedom Pass Property was one of the Estate’s assets until sometime around the summer 2019. And they assert that it was not until Nail received a K-1 as a Freedom Pass member on September 5, 2019—allegedly for the first time—that they discovered that Nail was identified as a member of Freedom Pass and not Hudson. The summary judgment record shows, however, that Nail also received a K-1 for the 2018 tax year. 12 documents are simultaneously consistent with the Articles of Organization and 2017 Annual Report but notably inconsistent with the K-1s and the Resolution. The record offers further inconsistencies, including that Hudson’s friend, Monique LaBauve, swore that Hudson told her that she had invested in some residential housing development near Bozeman. LaBauve attested that Hudson believed the investment property belonged to her and that Hudson did not understand why Nail was telling others it was his property. ¶21 Freedom Pass points to the 2017 Annual Report, bearing Hudson’s electronic signature, to suggest that Hudson indisputably had actual knowledge that she was not a member of Freedom Pass. Freedom Pass argues that the Secretary of State’s regulations provide assurance that the presence of Hudson’s electronic signature means that Hudson viewed the recorded document. But Johnsons point out that Nail could have filed the Annual Report electronically without Hudson’s participation. They emphasize that Hudson also signed the Resolution as a “member” of Freedom Pass almost three weeks after she allegedly submitted the 2017 Annual Report.8 Hudson’s signature on the Resolution, which postdates the 2017 Annual Report, supports Johnsons’ claim that Hudson lacked actual knowledge that she was not a member of Freedom Pass as of April 6, 2017, and likely never saw the contents of the 2017 Annual Report. ¶22 The District Court found, however, that Nail’s signature on the 8897-PE for 2016 and 2017 somehow contradicted the 2016 and 2017 K-1 statements along with Johnsons’ argument that Hudson believed she—not Nail—was a member of Freedom Pass. 8 Freedom Pass offered the Resolution to support the undeveloped allegation that Hudson was engaged in fraudulent activity against Rearden and Lindsey. 13 The District Court predicated its reasoning on the premise that for Hudson to believe she was a member of Freedom Pass, she also could not believe that Nail too was a member. This is a false dichotomy. As seen in the Resolution, it is possible that Hudson believed she and Nail both were members of Freedom Pass. Drawing all reasonable inferences in favor of Johnsons, Kostelecky, ¶ 18, Hudson could have received and viewed the 2016 and 2017 K-1 statements, understood that she was a member of Freedom Pass, and still was aware that Nail signed the 2016 and 2017 8879-PEs as Freedom Pass’s designated member. ¶23 Freedom Pass argues in the alternative that if Hudson did not have actual knowledge, she should have known she was not a member of Freedom Pass by April 6, 2017. Freedom Pass suggests that the public availability of the Articles of Organization and of the 2017 Annual Report demonstrates that Freedom Pass did not affirmatively conceal that Hudson was not a member. Freedom Pass maintains that these documents establish, at the very least, that Hudson had constructive notice, and it was thus presumptively within her knowledge that she did not have a membership interest in Freedom Pass once those documents were publicly recorded. See Christian, ¶ 64 (citations omitted); see also Mobley v. Hall, 202 Mont. 227, 232-33, 657 P.2d 604, 606-07 (1983) (explaining that the discovery rule does not apply when a plaintiff is merely “ignorant of the facts at the time of their occurrence” but must instead show that, “under such circumstances,” he or she “would not be presumed to have knowledge” of the facts constituting the claim). ¶24 Johnsons counter that Nail placed a bid, eventually purchased the Freedom Pass Property, and then managed Hudson’s interests in the Property, while representing to 14 Hudson that he was acting on her behalf—in other words, as her agent. Freedom Pass denies this allegation but concedes that Nail used Hudson’s personal funds and property to finance the purchase of the Property. ¶25 Public recording is insufficient alone to establish constructive notice. This Court has explained that “the recording of the instrument is to be considered with other facts and circumstances in determining whether the plaintiff is to be charged with notice, either actual or constructive, but that the fact of recording alone will not so charge him.” Am. Mining Co. v. Basin & Bay St. Mining Co., 39 Mont. 476, 482-83, 104 P. 524, 526-27 (1909), cited in Gregory v. City of Forsyth, 187 Mont. 132, 138-39, 609 P.2d 248, 252 (1980) (concluding that because other public documents suggested otherwise, the recorded abstract and deed were insufficient to place the landowner on constructive notice that the disputed land was not within city limits). See also In re Platt, 2018 MT 43, ¶¶ 16-20, 390 Mont. 338, 413 P.3d 818 (holding that the claimant engaged in ordinary diligence when it was represented to the claimant that the recorded document was identical to one previously reviewed and the claimant did not request or review the recorded document). ¶26 As an initial matter, drawing all reasonable inferences in favor of Johnsons, LaBauve’s statements, the Resolution identifying Nail as a “designated member,” and the purchase of the Property with Hudson’s personal funds—taken together—create a dispute of material fact whether Nail acted or purported to act as Hudson’s agent when he purchased the Freedom Pass Property and later allegedly managed Hudson’s interest in the Property. There is consequently a dispute of material fact whether Nail had an affirmative 15 duty to disclose to Hudson that she was not a member of Freedom Pass and whether his mere silence was sufficient to toll the statute of limitations. See Textana, ¶ 37. ¶27 A fact-finder reasonably could determine that Nail knew that Hudson was not identified as a member in the Articles of Organization when his signature is present on legally binding instruments that omit Hudson and identify only Nail, Rearden, and Lindsey as members of Freedom Pass. Reasonable inference also suggests that Nail knew that Hudson believed she was a member of Freedom Pass because his signature can be seen alongside Hudson’s on the Resolution. And because Nail signed the 8879-PEs as Freedom Pass’s designated member, it also reasonably may be inferred that he knew Hudson received the 2016 and 2017 K-1s as a member of Freedom Pass. The presence of Nail’s signature on these conflicting documents demonstrates that he likely was aware of their content. ¶28 Again drawing inferences in Johnsons’ favor, it also reasonably could be inferred that Nail failed to disclose or in some way prevented Hudson from discovering these inconsistencies. In all record evidence that Hudson actually saw or that contains her physical signature—the K-1s and the Resolution—Hudson is identified as a member. None of the other documents Freedom Pass cites that do not identify Hudson as a member bear her physical signature or provide any indication that she actually saw those documents. Johnsons raise reasonable inferences that these documents could have been executed or filed without Hudson’s knowledge. The summary judgment record thus presents conflicting evidence—i.e., a dispute of material fact—whether Freedom Pass, or Nail as its agent, employed “artifice, planned to prevent inquiry or escape investigation and to 16 mislead or hinder” Hudson from acquiring the public records that did not identify her as a member of Freedom Pass. Textana, ¶ 37. ¶29 Though the Articles of Organization and the 2017 Annual Report do not list Hudson as a member of Freedom Pass and are publicly recorded, the facts and circumstances surrounding these public records involve a potential fiduciary or confidential relationship between Nail and Hudson. See Kerrigan, 71 Mont. at 6, 227 P. at 821. In that relationship, Hudson received official federal tax documents that Nail attested to be “true, correct, and complete” and that identified Hudson as a member of Freedom Pass. Hudson’s K-1 statements for 2016 and 2017 undercut Freedom Pass’s argument that public records of the Articles of Organization and 2017 Annual Report alone were sufficient to charge Hudson with constructive notice and thus presumptive knowledge that she was not a member of Freedom Pass. The timing of the amended K-1s raises further questions about the veracity of Freedom Pass’s claims. Viewing the summary judgment record in a light most favorable to the Johnsons, there is a dispute of material fact “when [Hudson] discovered or reasonably should have discovered all the facts necessary to make out [her] claim,” Draggin’ Y, ¶ 29, and whether the public records would have “prompt[ed] a reasonable person to conduct further inquiry” under these facts and circumstances. Christian, ¶ 64; Norbeck, ¶ 19; In re Platt, ¶¶ 16-20. ¶30 Johnsons point to record evidence disputing whether Hudson actually knew she was not a member of Freedom Pass; whether Nail engaged in affirmative conduct to prevent Hudson from discovering that fact; whether Nail’s mere silence was sufficient to toll the statute of limitations; whether the facts and circumstances render the Articles of 17 Organization and 2017 Annual Report insufficient to charge Hudson with constructive notice; and consequently whether she engaged in ordinary diligence. “Where material factual questions exist as to whether the facts constituting the claim were concealed or self-concealing, whether the defendant acted to prevent discovery of those facts, or whether the plaintiff exercised due diligence, those questions must be resolved by the trier of fact.” Christian, ¶ 64 (citations omitted). Considering the entire record and viewing that record in favor of Johnsons as the non-movant, we determine that there remains a genuine dispute of facts material to tolling of the statute of limitations under the discovery rule. The District Court impermissibly resolved these factual disputes when it found Johnsons’ claims time-barred because the Articles of Organization and 2017 Annual Report were public record. We reverse. ¶31 2. Did the District Court abuse its discretion when it denied Johnsons’ motion to amend their complaint because the court determined that such amendment would be futile? ¶32 On December 6, 2021, four months after commencing litigation and the same day that they filed a response to Freedom Pass’s motion for summary judgment, the Johnsons moved for leave to file an amended complaint under M. R. Civ. P. 15(a)(2). The proposed amended complaint modified many of their claims and added Hudson’s Estate as a plaintiff through its personal representative, who until that point had declined to join the litigation. Prior to ruling on Johnsons’ motion to amend, the District Court concluded in its summary judgment order that the Johnsons lacked standing to bring the claims, that the Estate was the only proper plaintiff, and that Johnsons’ claims nonetheless were time-barred. 18 ¶33 On April 3, 2025, the District Court addressed Johnsons’ motion for leave to file an amended complaint. It reasoned that even with new parties and revised claims, those claims still ultimately “rel[ied] in whole or in part on allegations related to the ownership of the Membership Interest in Freedom Pass Partnership, LLC.” The court determined that because it already had found Johnsons’ claims time-barred, any subsequent amendment to the complaint would be futile. ¶34 On appeal, the parties do not dispute that Hudson’s claimed interest in the Freedom Pass Property is one of the Estate’s assets. Both agree that Hudson’s personal funds and property were used to purchase the Property. The parties also agree that her interest in the Freedom Pass Property was not conveyed to the Carol Hudson Revocable Trust or to her sons. The parties dispute whether the Estate’s personal representative’s refusal to join this litigation provides an equitable exception that allows the Johnsons to independently bring their claims as beneficiaries of the Estate. Alternatively, Johnsons argue that the underlying claim that Hudson had a membership interest in Freedom Pass was not time-barred, and the District Court abused its discretion in denying their motion for leave to amend the complaint on that basis. ¶35 Under the Montana Uniform Probate Code, the personal representative of an Estate is vested with “standing to sue and be sued” for any claim the decedent had immediately prior to the decedent’s death. Section 72-3-604, MCA. The Estate’s personal representative may “maintain an action to recover possession of property or to determine the title to the property.” Section 72-3-606(2), MCA. The probate code grants the personal representative the power to “prosecute or defend claims or proceedings in any jurisdiction 19 for the protection of the estate” and to “satisfy and settle claims and distribute the estate . . . .” Section 72-3-613(22), (26), MCA. Until the termination of his or her appointment, the personal representative “has the same power of the title to property of the estate that an absolute owner would have . . . .” Section 72-3-619(1), MCA. “[A]n heir does not have the right to pursue the action himself unless the personal representative fails to act on the claim.” State ex rel. Palmer v. Mont. Ninth Jud. Dist. Ct., 190 Mont. 185, 188, 619 P.2d 1201, 1203 (1980). ¶36 As an exception to this rule, an heir or beneficiary may “bring suit to collect property allegedly belonging to the deceased’s estate or to bring action which affects the estate” in “special equitable circumstances.” In re Estate of Long, 225 Mont. 429, 435, 732 P.2d 1347, 1351 (1987). To meet this exception, a party challenging a personal representative’s statutory authority must make a “compelling showing” that demonstrates “why [the] representation is not adequate.” Palmer, 190 Mont. at 189-90, 619 P.3d at 1204 (citation omitted); see also Holland v. Kelly, 171 P. 421, 423 (Cal. 1917), cited in Palmer, 190 Mont. at 188, 619 P.3d at 1203; In re Estate of Long, 225 Mont. at 435, 732 P.2d at 1351-52 (“[I]n order to maintain the action[,] the heir [or beneficiary] must in his complaint set forth the special circumstances which as to him constitute the exception to the rule, and by virtue of which he is entitled to maintain the action.”). “Absent a showing of fraud, collusion, conflict of interest, inability to act or other special equitable circumstances,” the power to bring action on behalf of the estate generally rests with the personal representative. In re Estate of Long, 225 Mont. at 437, 732 P.2d at 1352. 20 ¶37 Johnsons asserted in their initial complaint that they asked the personal representative of the Estate to bring this claim “to adjudicate the respective rights of the interested parties related to Freedom Pass and the ownership of the real estate at issue, but the Estate has declined to do so.” Johnsons contend that they had “no choice but to file this action in order to preserve their interests.” There is no doubt that the personal representative owes a fiduciary duty to the Johnsons and must bear in mind their best interest when representing the Estate. It is within the discretion of the personal representative, however, to decide “when or when not to pursue litigation involving alleged estate assets . . . .” In re Estate of Long, 225 Mont. at 435, 732 P.2d at 1351. Because Johnsons’ initial complaint does not make a compelling showing that the personal representative’s ab