Susan Inouye v. Estate of Patricia McHugo (Gregory McHugo and Nancy Patricia McHugo, Appellants)
CourtSupreme Court of Vermont
Date FiledJuly 17, 2026
Docket25-AP-302
StatusPublished
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Full Opinion
NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal
revision before publication in the Vermont Reports. Readers are requested to notify the Reporter
of Decisions by email at: Reporter@vtcourts.gov or by mail at: Vermont Supreme Court, 109 State
Street, Montpelier, Vermont 05609-0801, of any errors in order that corrections may be made
before this opinion goes to press.
2026 VT 33
No. 25-AP-302
Susan Inouye Supreme Court
On Appeal from
v. Superior Court, Windsor Unit,
Civil Division
Estate of Patricia McHugo et al. March Term, 2026
(Gregory McHugo and Nancy Patricia McHugo,
Appellants)
H. Dickson Corbett, J.
Kevin M. Henry and Angélina L. Debeaupuis of Primmer Piper Eggleston & Cramer, PC,
Burlington, for Plaintiff-Appellee.
Erin Miller Heins of Langrock Sperry & Wool, LLP, Burlington, for Defendants-Appellants.
PRESENT: Reiber, C.J., Eaton, Waples, Nolan and Drescher, JJ.
¶ 1. NOLAN, J. This case arises from mutual wills executed by the parties’ parents,
John and Patricia McHugo. Defendants Gregory and Nancy McHugo appeal from the trial court’s
entry of judgment for their sister, plaintiff Susan McHugo Inouye, on her unjust-enrichment
claims.1 The court concluded that their parents’ mutual wills formed a contract under which John
1
On July 10, 2026, Susan filed a pleading representing that Gregory passed away in April
2026 and moving for the substitution of his estate as a party under Vermont Rule of Appellate
Procedure 43(a)(1). Because Susan did not certify that she served this motion on Gregory’s
personal representative as required by the rule, the motion is denied. See V.R.A.P. 43(a)(1)
(providing that, if party dies while appeal is pending in this Court, “the decedent’s personal
representative may be substituted as a party on motion” and requiring that motion “be served on
and Patricia agreed that all property owned by the surviving parent at his or her death—including
property they formerly held in joint tenancy with rights of survivorship—would be divided equally
among their three children.2 It determined that Patricia, who survived John, breached this contract
by revoking her will, transferring two residential properties to Gregory and Nancy before her death,
and entirely disinheriting Susan. The court held that Patricia’s actions unjustly enriched
defendants and that Susan was entitled to money-judgment and constructive-trust remedies. On
appeal, defendants argue that the judgment should be vacated because the mutual wills did not
require that Patricia’s assets be divided equally among the three siblings at the time of her death.
They also contend that even if the judgment stands, the court’s award of prejudgment interest must
be vacated. We affirm.
I. Background
¶ 2. This background is drawn from the record and the unchallenged factual findings in
the trial court order on appeal. John and Patricia were married and had three children: Gregory,
Susan, and Nancy. Following their 1978 divorce, John and Patricia continued to share most of
their financial assets. They held multiple savings and investment accounts in both of their names
as joint tenants with rights of survivorship. In 1982, they purchased a home for John in Tucson,
Arizona, and titled it in both of their names with rights of survivorship. They structured their
assets in this manner because, in the event of his death, John wanted his property to be available
to Patricia for her use during her lifetime and then, upon her death, inherited by their three children.
the representative”). Susan may, however, raise this issue in the civil division pursuant to Vermont
Rule of Civil Procedure 25(a).
2
Because this case involves multiple individuals with the same surname, we refer to each
by their first name for purposes of ease and clarity. Unless otherwise specified, “defendants” refers
to Gregory and Nancy and does not include Patricia’s estate, which was a defendant in the
proceeding below but did not participate in this appeal.
2
John saw joint tenancies as an estate-planning measure that would further his goal of avoiding both
probate courts and estate taxes.
¶ 3. In 1997, as part of John’s estate planning, he and Patricia executed mutual wills in
Arizona. Each will stated that it was “executed in consideration of a mutual will simultaneously
executed by” the other party and specified that “the parties have agreed not to revoke or alter these
Wills except with the mutual consent of both.” The two wills mirrored one another in all material
respects.
¶ 4. As relevant here, Article III—titled “Bequest and Devise of Whole Estate and
Residue”—set forth the testator’s “intention by this Will to dispose of all of my property which I
may own at the date of my death.” With certain limited exceptions not relevant here, each testator
also stated, “I give, devise and bequeath the residue of my estate . . . in trust for the lifetime of [the
other parent] in accordance with the terms and conditions following.”
¶ 5. Those terms and conditions called for the establishment and maintenance of a
testamentary trust under which the surviving parent would receive payments of the net trust income
and so much of the principal as necessary for their “health, maintenance and support” in their
accustomed manner of living, “taking into consideration the principal and income” as well as other
resources available to them. A clause titled “Termination of Trust” provided:
The trust created under this Will shall terminate upon the death of
[the other parent]. Upon termination of the trust, any remaining
residuary assets shall be divided equally among my children,
Gregory John McHugo, Susan Kay McHugo Inouye and Nancy
Patricia McHugo, or, in the event that any or all of my children shall
have predeceased [the other parent], then in equal shares to their
children, per stirpes.
See Per stirpes, Black’s Law Dictionary (12th ed. 2024) (“Proportionally divided between
beneficiaries according to their deceased ancestor’s share.”). In addition to the trust-termination
clause, both wills included a survival clause, which read:
3
The invalidity of any provision of this trust instrument shall not
affect the validity of the remaining provisions.
In the event that [the other parent] does not survive me by thirty
days, then I give, devise and bequeath all of my property, real and
personal, and any residuary estate to be divided equally among my
children, Gregory John McHugo, Susan Kay McHugo Inouye and
Nancy Patric[i]a McHugo or, in the event that any or all of my
children shall have predeceased me, then in equal shares to their
children, per stirpes.
See Estate, Black’s Law Dictionary (12th ed. 2024) (defining “residuary estate” as “[t]he part of a
decedent’s estate remaining after payment of all debts, expenses, statutory claims, taxes, and
testamentary gifts (special, general, and demonstrative) have been made”).
¶ 6. When the wills were executed, John and Patricia understood that all of their
meaningful assets were jointly titled with rights of survivorship, and that these assets would
therefore pass to the survivor by operation of law rather than through the probate court. By
entering the mutual wills, John and Patricia intended to ensure that the surviving parent would
bequeath the assets they formerly held as joint tenants to their three children upon his or her death.
¶ 7. In 2006, Patricia executed a new will in Montpelier, Vermont. The new will
revoked Patricia’s 1997 will. It left $5000 to each of Susan’s three children, but otherwise
expressly disinherited Susan, directing instead that Patricia’s estate be divided between Gregory
and Nancy.
¶ 8. John passed away in 2010. At the time of his death, all of the jointly titled assets
passed to Patricia by operation of law. As it turned out, there was no residuary estate, and therefore
no need to open a probate proceeding or create a lifetime testamentary trust for Patricia as
contemplated by the terms of both wills upon the first parent’s death.
¶ 9. After John’s death, Patricia made two property transfers that benefited Gregory and
Nancy to Susan’s detriment. Patricia deeded the Tucson home to Gregory and Nancy, effective
upon her death. She also deeded a cottage in Greensboro, Vermont—which she purchased before
4
John’s death, with his consent, and using their jointly owned funds—to Gregory and Nancy.3 In
addition, Patricia made numerous gifts to members of Gregory and Nancy’s respective families.
¶ 10. Patricia died in 2016, six years after John. Her estate was opened in a Vermont
probate court, and its special administrator filed a motion to allow her 2006 will. Susan, in turn,
moved to allow Patricia’s 1997 will and to disallow her 2006 will, arguing that her parents’ mutual
wills invalidated the latter. The probate division granted the motion to allow the 2006 will and
denied the motion to allow the 1997 will.
¶ 11. Susan appealed to this Court, and we affirmed. In re Est. of McHugo (McHugo I),
2020 VT 59, ¶ 1, 212 Vt. 519, 237 A.3d 1239. In McHugo I, we explained that a proceeding to
allow a will does not encompass other claims against the testator’s estate, but instead “addresses
only a very specific set of issues related to whether the instrument is or is not the will of the testator
and whether it is otherwise valid.” Id. ¶ 10 (quotation omitted). We held that Patricia’s 2006 will
was valid and that it revoked her 1997 will. Id. ¶ 9. We noted, however, that while Susan’s
contentions regarding the 1997 mutual wills did not support an order invalidating Patricia’s 2006
will, Susan was “not left without a potential remedy” because her filings did “reflect a claim
against the estate.” Id. ¶¶ 9, 13.
¶ 12. In 2021, Susan filed this civil suit against Patricia’s estate and her two siblings.
Susan asserted claims of breach of contract and breach of the covenant of good faith and fair
dealing against the estate; intentional interference with expected inheritance and unjust enrichment
against all three defendants; and intentional interference with performance of contract and
constructive trust against Gregory and Nancy.
3
Although the court did not make express findings on this point, the evidence at trial
indicates that Patricia purchased this cottage in 2007—with John’s written consent and using
$250,000 in funds drawn from one of their joint accounts—before transferring it to Gregory and
Nancy in 2014.
5
¶ 13. After discovery, Gregory and Nancy moved for summary judgment on all of
Susan’s claims against them. The court granted the motion in part and denied it in part. It entered
judgment for Gregory and Nancy on the intentional-interference counts, explaining that there was
no evidence that either of them induced Patricia to disinherit Susan through independently tortious
conduct as necessary to support those claims. The court held, however, that Susan’s
interconnected unjust-enrichment and constructive-trust claims—predicated on the theory that
Patricia’s wrongful conduct deprived Susan of an inheritance now in the possession of Gregory
and Nancy—could be maintained based on the facts alleged and therefore had to be tried.4
¶ 14. The court held a bench trial over two days in March 2024. Remaining for trial
along with the unjust-enrichment and related constructive-trust claims against Gregory, Nancy,
and the estate, were Susan’s claims against the estate of breach of contract, breach of the implied
covenant of good faith and fair dealing, and intentional interference with expected inheritance.
After the close of evidence, the court issued a written decision concluding that the 1997 contract
for mutual wills between John and Patricia never became enforceable—either because John had
notice of Patricia’s intention to disinherit Susan prior to his death and did not act, or, in the
alternative, because he consented to it. As a result, it entered judgment for Gregory, Nancy, and
the estate on all remaining claims.
¶ 15. Susan appealed to this Court, and we reversed and remanded for further
proceedings. Inouye v. Est. of McHugo (McHugo II), 2024 VT 75, ¶ 1, 220 Vt. 271, 328 A.3d
1229. We explained that the mutual wills comprised a contract between John and Patricia,
4
As the trial court explained, although Susan pleaded unjust enrichment and constructive
trust as separate claims, the two theories are necessarily addressed together because Susan sought
the establishment of constructive trust as a remedy for unjust enrichment. See, e.g., Shattuck v.
Peck, 2013 VT 1, ¶ 11, 193 Vt. 123, 70 A.3d 922 (explaining that courts may employ equitable
remedy of constructive trust “to prevent unjust enrichment” in circumstances where “a party
obtains some benefit that they cannot, in good conscience, retain” (quotation omitted)); Legault v.
Legault, 142 Vt. 525, 529, 459 A.2d 980, 983 (1983) (recognizing constructive trust as “a tool
often used by courts to prevent unjust enrichment” (quotation omitted)).
6
“enforceable on its own terms,” under which each promised to devise their property as prescribed
in the wills. Id. ¶¶ 12-13. Applying fundamental contract-law principles, we concluded that
unilateral notice was insufficient to rescind the contract. Id. ¶ 15. We further held that the trial
court’s findings inadequately supported its alternative conclusion regarding John’s consent
because they reflected only that John did not object to Patricia’s repudiation of the contract. Id.
¶¶ 22-23.
¶ 16. On remand, the parties agreed that the civil division would issue new findings of
fact and conclusions of law based on the evidentiary record created at the March 2024 bench trial.
After considering the parties’ supplemental filings, the court issued a written order. It rejected
defendants’ argument that the mutual wills governed the disposition of only those assets that
passed from the first-deceased parent to the surviving parent through the testamentary-trust
provision—of which there were none. The court explained that to accept defendants’ proposed
interpretation—that their parents did not intend these instruments “to control the disposition of
‘all’ the surviving [parent]’s property” but only to control any assets that passed through
testamentary trust—was tantamount to holding that the parties intended the mutual wills to “have
little or no effect.” It held that the contract reflected an express agreement that all of the property
owned by the surviving parent at the time of his or her death—without limitation as to how it had
been acquired—would be distributed equally among their three children. It also rejected
defendants’ argument that a provision of the wills authorizing the personal representative of the
first-deceased parent to allocate “disproportionate shares of assets among the distributees” vested
the surviving parent with “freewheeling distributive authority,” explaining that this interpretation
would be unreasonable and contrary to the express distributive provisions in the wills. Based on
these conclusions, the court held that Patricia breached the mutual-wills contract in two ways.5
5
In her post-remand filings, Susan did not request that the trial court enter judgment
against Patricia’s estate on her pending intentional-interference-with-expected-inheritance and
7
¶ 17. First, it determined that Patricia breached the survival clause by leaving $1,951,155
in certain specified financial assets in accounts she held at the time of her death to Gregory and
Nancy, and that defendants were unjustly enriched by receiving the portion of these assets that
Susan should have inherited. It held that Susan was entitled to a money judgment of $650,385,
which represented one-third of the value of those assets. Second, the court concluded that Patricia
violated the covenant of good faith and fair dealing implied in the mutual-wills contract by
transferring the Greensboro cottage and Tucson home to Gregory and Nancy before her death.
The court reasoned that these transfers contravened the agreed common purpose of Patricia’s
contract with John and the justified expectation that the properties would be inherited by all three
children in equal shares. The court again concluded that Gregory and Nancy had been unjustly
enriched because of the breach and imposed a remedy in the form of a constructive trust over one-
third of the interest in each property. See Trust, Black’s Law Dictionary (12th ed. 2024) (defining
“constructive trust” as “[a]n equitable remedy by which a court recognizes that a claimant has a
better right to certain property than the person who has legal title to it” and therefore gives claimant
“a right to the property rather than a claim for damages”).
¶ 18. Finally, the court considered whether Susan was entitled to an award of
prejudgment interest. It declined to make that award on the real properties because their value was
not presently liquidated and because the constructive-trust remedy sufficed to capture any
appreciation in their value between the date of the breach and the entry of final judgment. It
concluded, however, that prejudgment interest was mandatory as to the monetary portion of the
award, running from November 2016 until the entry of final judgment in April 2025.6 The court
unjust-enrichment claims. The trial court, in turn, did not address these claims in its written
decision or subsequent final judgment order. We do not discuss them further in this opinion
because they are irrelevant to the issues before us on appeal.
6
Patricia died in May 2016. The court explained that the evidence at trial established the
financial value of the assets at issue as of October 2016, which was “reasonably contemporaneous
8
calculated the amount of prejudgment interest on that award at $663,285.79—resulting in a total
monetary award of $1,313,670.79—and entered final judgment.
¶ 19. Gregory and Nancy moved to amend the final judgment, arguing that the court erred
in concluding that an award of prejudgment interest was mandatory and that the circumstances did
not support a discretionary award. The court denied the motion. It reaffirmed its conclusion that
prejudgment interest was mandatory under the circumstances of the case, but explained that even
if it were not, it would award prejudgment interest in its discretionary capacity. This third appeal
followed.
II. Analysis
¶ 20. Defendants’ arguments on appeal fall into two categories. Gregory and Nancy
principally challenge the trial court’s entry of judgment against them on Susan’s unjust-enrichment
claims, contending—for several reasons—that it erred in concluding that Patricia breached the
mutual-wills contract. Defendants also assert that, even if we affirm the judgment, we should
reverse the court’s award of prejudgment interest.
¶ 21. In appeals from a judgment entered following a bench trial, we recognize that “[i]t
is the province of the trial court to determine the credibility of witnesses and weigh the persuasive
effect of the evidence,” and we defer to its determinations on these points. Bruntaeger v. Zeller,
147 Vt. 247, 252, 515 A.2d 123, 126 (1986); see Lofts Essex, LLC v. Strategis Floor & Décor Inc.,
2019 VT 82, ¶ 17, 211 Vt. 204, 224 A.3d 116 (explaining that we “defer to” trial court’s
determinations on credibility and weight of evidence). We will not disturb the court’s factual
findings unless they are clearly erroneous. Hirchak v. Hirchak, 2024 VT 81, ¶ 15, 220 Vt. 432,
331 A.3d 1051 (recognizing that finding is clearly erroneous only where there is no credible
with the date of the breach.” It thus awarded prejudgment interest on the monetary award—which
represented one-third of the value of those assets—from November 1, 2016, until the date of the
final judgment.
9
evidence to support it). We take up pure questions of law without deference to the decision below.
Id. Where the court has applied the correct legal standard, however, “we will uphold its
conclusions of law if reasonably supported by its findings.” Id. (quotation omitted).
A. Unjust Enrichment
¶ 22. We first consider defendants’ argument that the court erred in concluding that
Patricia’s actions breached the mutual-wills contract and that they were unjustly enriched as a
result. Defendants contend that the survival clause applied only if John outlived Patricia but then
passed away within thirty days of her death, and that the mutual wills otherwise imposed no
limitations on the disposition of assets that did not pass between parents through testamentary
trust. As a result, defendants assert, the mutual wills made no provision for the ultimate
distribution of the assets John and Patricia formerly held as joint tenants, such as bank accounts
and real property. Alternatively, defendants argue that even if the wills governed that property,
they were not unjustly enriched because John’s will granted Patricia authority, in her role as his
personal representative, to make unequal distributions among their children. Finally, they contend
that the mutual wills did not specifically prohibit Patricia from transferring assets not held in
trust—such as the Greensboro and Tucson properties—to them before her death even if they
precluded such transfers after her passing.
¶ 23. “Under the doctrine of unjust enrichment, a party who receives a benefit must return
the benefit if retention would be inequitable.” Kellogg v. Shushereba, 2013 VT 76, ¶ 22, 194 Vt.
446, 82 A.3d 1121 (quotation and alteration omitted). To prevail on an unjust-enrichment claim,
a plaintiff must prove that: “(1) a benefit was conferred on [the] defendant; (2) [the] defendant
accepted the benefit; and (3) [the] defendant retained the benefit under such circumstances that it
would be inequitable for [the] defendant not to compensate [the] plaintiff for its value.” Beldock
v. VWSD, LLC, 2023 VT 35, ¶ 68, 218 Vt. 144, 307 A.3d. 209 (quotation omitted). “Whether a
party has been unjustly enriched is a question of fact; however, whether a claim for unjust
10
enrichment can be maintained, given certain facts, is a legal question reviewed de novo.” Id.
“When a party can maintain a claim for unjust enrichment, ‘we give deference to the trial court’s
decision to grant or withhold equitable remedies’ and accordingly review the trial court’s decision
for an abuse of discretion.” Id. (quoting McLaren v. Gabel, 2020 VT 8, ¶ 21, 211 Vt. 591, 229
A.3d 422).
¶ 24. Defendants do not dispute that the mutual wills are testamentary instruments and
that they form an enforceable contract between John and Patricia in which they exchanged
reciprocal promises to make the prescribed testamentary dispositions. McHugo I, 2020 VT 59,
¶ 11 (“ ‘A single instrument may be both a will contractual in nature, and a contract testamentary
in nature; as a will it is revocable but as a contract it is enforceable.’ ” (quoting Garrett v. Read,
102 P.3d 436, 444-45 (Kan. 2004), disapproved on other grounds by Nelson v. Nelson, 205 P.3d
715, 272 (Kan. 2009)); McHugo II, 2024 VT 75, ¶ 12 (explaining that trial court’s findings
established that “John and Patricia enacted a valid contract for mutual wills” and concluding the
contract was “enforceable on its own terms”). Nor do they contest that an unjust-enrichment claim
may lie “in a case where property or funds have been diverted to a third person in violation of the
terms of a contract to make a specific devise.” Mueller v. Mueller, 2012 VT 59, ¶ 29, 192 Vt. 85,
54 A.3d 168. The sole issue before us is whether the trial court erred in concluding that Patricia
violated the terms of the mutual-wills contract. If, as Gregory and Nancy argue, Patricia had no
contractual obligation to leave her estate to her three children in equal shares, then no “benefit”
was conferred on either of them as required to sustain Susan’s unjust-enrichment claims. Beldock,
2023 VT 35, ¶ 68; see In re Est. of Elliot, 149 Vt. 248, 253 n.2, 542 A.2d 282, 286 n.2 (1988)
(explaining that, for purpose of measuring damages, “[u]njust enrichment focuses on the value of
the benefit actually conferred upon the defendant”).
¶ 25. Whether Patricia breached the express terms of the contract is a question of law that
we review de novo. Avery v. Est. of Avery, 2018 VT 59, ¶ 5, 207 Vt. 570, 192 A.3d 1250
11
(explaining that both construction of will and interpretation of parties’ agreements are questions
of law subject to de novo review); Beldock, 2023 VT 35, ¶ 27 (“Whether a set of facts constitutes
a breach of contract is a question of law.”). We “treat a contract to make a will in the same way
as any other contract” under Vermont law.7 McHugo II, 2024 VT 75, ¶ 12. “The cardinal principle
in the construction of any contract is to give effect to the true intention of the parties.” In re
Cronan, 151 Vt. 576, 579, 563 A.2d 1316, 1317 (1989). To accomplish this end, we look first to
the language they used, considering the plain meaning of individual terms in the context of the
agreement as a whole. Sutton v. Purzycki, 2022 VT 56, ¶ 37, 217 Vt. 326, 295 A.3d 377. “If the
plain language is clear, ‘we take the words to represent the parties’ intent, and the plain meaning
of the language governs our interpretation of the contract.’ ” Id. (quoting Southwick v. City of
Rutland, 2011 VT 105, ¶ 5, 190 Vt. 324, 30 A.3d 1298)). Where the contract is unambiguous, we
must declare the interpretation as a matter of law; only if the contract is ambiguous does its
interpretation become a question of fact. Id. ¶ 38.
¶ 26. Of course, because this contract represents John and Patricia’s agreement to dispose
of their estates in the manner described in their mutual wills, we must also interpret each will as a
testamentary instrument. Though this adds another layer to the inquiry, the relevant legal
framework dovetails with that applied in our contract analysis, and our lodestar remains the same:
“[i]n construing a will, our objective is to discern the intent of the testator.” Avery, 2018 VT 59,
¶ 6. As with contracts, we look first to “ ‘the language used, since, so far as it may be legally
carried out, that governs.’ ” Id. (quoting In re Est. of Barslow, 128 Vt. 192, 196, 260 A.2d 374,
377 (1969)). In doing so, we take “ ‘the instrument by its four corners, consider it in all its parts,
7
Although the 1997 wills were executed in Arizona, we interpret them under Vermont
law because no party alleges an actual conflict of law. McHugo II, 2024 VT 75, ¶¶ 6-7 (explaining
that Vermont evaluates choice-of-law issues under analysis set forth in Restatement (Second) of
Conflict of Laws, which applies only where proponent of foreign state’s law first demonstrates
actual conflict between Vermont law and foreign state’s law).
12
and give effect to its language read in the light of the relation of the parties concerned and the
circumstances attending its execution.’ ” In re Est. of Holbrook, 2016 VT 13, ¶ 29, 201 Vt. 254,
140 A.3d 788 (quoting In re Est. of Mattison, 122 Vt. 486, 488, 177 A.2d 230, 231 (1962)); see
Ripley v. Benjamin, 111 Vt. 76, 79, 10 A.2d 205, 206 (1940) (“Consideration must be given to
every part of a will, since it is not to be presumed that the testator used an unnecessary word or
one to which no proper force can be given.”). Only if we conclude, on this basis, that the provisions
of a will are ambiguous may we rely on canons of construction to discern the meaning of disputed
terms or “consider extrinsic evidence in order to clarify the circumstances surrounding the making
of the agreement.” Holbrook, 2016 VT 13, ¶ 29. In the absence of an ambiguity, we enforce the
will as written, and do not resort to extrinsic evidence or canons “in an attempt to unravel what
needs no unraveling.” Mattison, 122 Vt. at 488, 177 A.2d at 231 (explaining that in absence of
ambiguity, “we are not bound by what [the testator] meant to say in her will, but what she meant
by what she did say”).
¶ 27. Like a contractual provision, a testamentary provision is ambiguous “only to the
extent that reasonable people could differ as to its interpretation,” and the mere “fact that a dispute
has arisen as to proper interpretation does not automatically render the language ambiguous.”
Isbrandtsen v. N. Branch Corp., 150 Vt. 575, 577, 581, 556 A.2d 81, 83, 85 (1988); see Holbrook,
2016 VT 13, ¶ 29 (citing Isbrandtsen, 150 Vt. at 578-79, 556 A.2d at 83-84, for principles of
contract construction applicable to wills). Rather, if a will or contract, though “inartfully worded
or clumsily arranged, fairly admits of but one interpretation, it may not be said to be ambiguous or
fatally unclear.” Isbrandtsen, 150 Vt. at 580-81, 556 A.2d at 85 (quotation omitted).
¶ 28. Here, the parties agree that the trust-termination provision—which called for the
establishment of a testamentary trust upon the death of the first parent to be divided equally among
the three children after the death of the second—never went into effect. See supra, ¶ 5. Instead,
upon John’s death in 2010, all of his meaningful assets were held in joint tenancy with Patricia
13
and therefore passed to her through the right of survivorship. As a result, John’s will was never
probated, and no lifetime testamentary trust was established for Patricia.
¶ 29. Contrary to defendants’ position, it does not follow from there that assets Patricia
received from John through right of survivorship and outside a testamentary trust—essentially all
of the real estate and financial accounts at issue in this case—were insulated from equal
distribution among the three children upon the surviving parent’s death. To the contrary, the
survival clause in Patricia’s 1997 will provided: “In the event that John Walter McHugo does not
survive me by thirty days, then I give, devise and bequeath all of my property, real and personal,
and any residuary estate to be divided equally among my children.” Giving these words their
ordinary meaning would have demanded the equal three-part distribution amongst the children of
all assets Patricia owned at the time of her death. Put differently, a plain reading of the survival
clause compels affirmance of the trial court’s conclusion that Patricia breached the mutual-wills
contract.
¶ 30. Defendants nevertheless insist that the survival clause became operative only if a
particular sequence of events occurred first. Specifically, in defendants’ view, this provision took
effect only if John first outlived Patricia and then died in the thirty-day period following her death.
They ground this interpretation in Black’s Law Dictionary, which defines “survival clause” as “[a]
testamentary provision conditioning a bequest on a beneficiary’s living for a specified period, often
60 days, after the testator’s death” and provides that “[i]f the beneficiary dies within the stated
period, the testamentary gift usu[ally] accrues to the residuary estate.” Survival clause, Black’s
Law Dictionary (12th ed. 2024).
¶ 31. Defendants’ reliance on a generic definition, while understandable, is misplaced,
because our objective is to discern and effectuate the intent of John and Patricia as reflected in
their mutual wills by honoring—insofar as they are unambiguous—the common meaning of the
words they chose. This exercise reveals that the clause does indeed contain a precondition, just
14
not the one defendants have identified. Rather, it is the establishment of a testamentary trust under
Patricia’s will—not the three-way distribution of all her property and any residual estate—that is
conditioned on John surviving Patricia by at least thirty days. In the event that did not happen,
and thus no trust was created, her will still clearly directed the disposition of all of Patricia’s
property, without regard for whether she came into it because John died before her or because he
died within the thirty-day period following her death. We discern no support in a natural reading
of this will’s survival clause for defendants’ version of the necessary contingency.
¶ 32. John died approximately six years before Patricia; therefore, he “d[id] not survive
[her] by thirty days” and her property was to be divided equally among their three children. See
In re Peck’s Est., 101 Vt. 502, 508, 144 A. 686, 688 (1929) (concluding that language of clause in
will was “too clear and explicit to admit of serious doubt as to its meaning” and therefore enforcing
it as written). The “plain and natural meaning” of the words of the survival clause admit of no
other reading and we may not contravene the words the parties chose to use. In re Est. of Davis,
126 Vt. 19, 22, 220 A.2d 726, 729 (1966). If John and Patricia meant for that clause to operate in
the manner defendants suggest, they could have simply said that it applied “in the event [the other
parent] survived [the testator] by less than thirty days.” But they did not, and we will not “insert
terms into an agreement by implication unless the implication arises from the language employed
or is indispensable to effectuate the intention of the parties.” Downtown Barre Dev. v. C & S
Wholesale Grocers, Inc., 2004 VT 47, ¶ 9, 177 Vt. 70, 857 A.2d 263. Here, the express intention
of the parties is accomplished when the survival clause is read to mean precisely what it says.
¶ 33. Moreover, and for similar reasons, we cannot agree with defendants’ argument that
the contract obliged Patricia to distribute equitably only those assets she acquired from John
through testamentary trust but not those she received through joint tenancy. In the survival clause,
Patricia stated: “I give, devise and bequeath all of my property, real and personal, and any residuary
estate to be divided equally among my children.” (Emphasis added). The parties in both wills
15
pronounced their intentions “by this Will to dispose of all my property which I may own at the
date of my death.” (Emphasis added). Defendants argue that this language does not encompass
the jointly titled assets because it does not expressly reference property obtained through the right
of survivorship. For support, defendants rely on a selection of cases from other jurisdictions, but
these decisions are at best of only limited aid to our analysis. See Ripley, 111 Vt. at 78, 10 A.2d
at 206 (explaining that because no two wills are exactly alike, “decisions in the most similar cases
are to be considered aids rather than direct authorities”). It is axiomatic that “ ‘every will is to be
construed by itself’ ” and “ ‘not with reference to other wills’ ” because “ ‘all the light that can be
got from other decisions serves only to show in what manner the principles of reasonable
construction have . . . been applied in cases more or less similar.’ ” Shepard’s Heirs v. Shepard’s
Est., 60 Vt. 109, 116, 14 A. 536, 540 (1888) (quoting Waite v. Littlewood, 4 Moak, Eng. Rep.
760). In other words, in each case, our “principles of construction are only aids in ascertaining,
with certainty, the intention of the testator as found in the will itself” and “[w]hen that intention,
if lawful, is once ascertained, it is the duty of the court to declare and enforce it.” Id.
¶ 34. Here, both wills include identical, express statements of the testator’s intention to—
equitably among the three children—dispose of all property they owned at the date of their death.
The survival clause can—and, therefore, must—be read in a manner that effectuates this intent.
Ripley, 111 Vt. at 79, 10 A.2d at 207 (explaining that absent “a clear repugnancy . . . between the
different provisions” of a will, we must construe those provisions in manner that “give[s] effect to
all”). Defendants’ proposed interpretation of the clause clashes with the overarching purpose of
equitable, three-way distribution of all of the surviving parent’s property that permeates both the
survival and trust-termination provisions of both wills. Mattison, 122 Vt. at 488, 177 A.2d at 231
(explaining that because our interpretation must give “[f]orce and effect” to “every part of the will,
if possible,” we “look to the whole context of the will and consider its general spirit”).
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¶ 35. Although the latter conclusion could end the analysis, we observe that defendants
advocate an interpretation of this mutual will’s survival clause that would yield counterintuitive
real-world consequences. Their reading would mean the parents did not intend to bind one another
to do anything with any nontrust assets (such as real property) the surviving parent owned at the
date of his or her death—except for in the relatively unlikely event that they died within thirty days
of one another. Only in that rare event, defendants argue, would property acquired through the
right of survivorship by the surviving parent need to be distributed equally among the children.
Setting aside the unlikelihood that parents would seek to accomplish such a worthy and important
goal only under such narrow and unlikely circumstances, their interpretation further necessitates
the peculiar conclusion that John and Patricia wrote mutual wills intending that the surviving
parent might die partially or totally intestate—in other words, with a valid will that did not dispose
of all (or any) of his or her estate—despite their express statements of intent to the contrary.8 See
Peck’s Est., 101 Vt. at 508, 144 A. at 688 (explaining that where decedent created will, courts will
8
Although they do not argue that any provision of the mutual wills is ambiguous,
defendants also invite us to look to extrinsic evidence to conclude that their proposed interpretation
is consistent with their parents’ intentions when they executed the wills. But our objective is “to
ascertain