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Two pairs of hands in suits are engaged in a tug-of-war with a yellow rope, symbolizing a business agreement conflict.

Why is comprehensive estate planning important? Dispute over LLC ownership provides lessons

by Legacy Plan
September 25, 2022

The case of Bertram Blechman, which unfolded in the Florida courts, serves as a significant example of the complexities involved in estate planning, particularly when business agreements and estate planning documents are not aligned. This dispute highlights the importance of ensuring that all aspects of an estate plan work harmoniously to achieve the intended outcomes and avoid costly legal battles.

Bertram Blechman and his sister established Laura Investments LLC in 2009, each holding a 50% ownership interest. The LLC's operating agreement specified that upon the death of a member, that member’s ownership interest would automatically transfer to their living children, bypassing probate. In 2010, Blechman amended his trust to provide for his girlfriend, Arlene Roogow, including a specific gift of his residence and a portion of the LLC's distributions for her benefit.

When Blechman passed away in 2011, a legal conflict arose. His children argued that the LLC's operating agreement dictated that the ownership interest passed directly to them, while Roogow claimed entitlement to the distributions as outlined in the trust. The Florida Fourth District Court of Appeal ultimately ruled in favor of the children, affirming that the LLC agreement took precedence over the trust.

The Bertram Blechman estate dispute in Florida provides a compelling case study in estate planning, highlighting the critical importance of ensuring that all components of an estate plan are aligned. This case underscores several key lessons for individuals and families seeking to create effective estate plans that reflect their intentions and avoid potential disputes.

Do business agreements supersede wills and trusts?

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One of the primary lessons from the Blechman case is the significance of business agreements, such as LLC operating agreements, in estate planning. These agreements can supersede testamentary documents like wills and trusts, dictating asset distribution outside of probate. In Blechman's situation, the LLC operating agreement included a provision that automatically transferred ownership interests to the decedent's children upon death. This provision was upheld by the court, overriding the conflicting terms in Blechman's will and trust, which intended to benefit his girlfriend, Arlene Roogow.

Business agreements are legally binding contracts that outline the structure, governance and operational guidelines of a company. They can include clauses that specify how ownership interests are transferred upon a member's death. In Blechman's case, the operating agreement's clear directive to transfer ownership to his children took precedence over his wishes stated in his trust, highlighting the need for careful coordination between business documents and estate planning instruments.

What is the role of non-probate transfers?

Non-probate transfers are mechanisms that allow assets to bypass the probate process and transfer directly to designated beneficiaries. These transfers can include payable-on-death accounts, transfer-on-death deeds and business agreements. The Blechman case illustrates the power of non-probate transfers to override other estate planning documents, as the LLC interest was deemed a non-probate asset that passed directly to Blechman's children.

Non-probate transfers offer several advantages, including cost savings, privacy and immediate availability of assets to beneficiaries. However, they require careful planning to ensure they align with the overall estate plan and do not inadvertently conflict with other documents.

Why is it important to align estate planning documents?

A collection of legal documents, such as an Estate Plan, Living Will Declaration, and Healthcare Power of Attorney Advance Directive, are scattered on a table.

The coordination between business documents and estate planning instruments is crucial for business owners to ensure the seamless transition of business ownership and management, protect business interests and preserve the value of the business. Making sure that all estate planning documents are synchronized and in alignment is important for several reasons. The Bertram Blechman estate dispute still serves as a poignant example of the potential pitfalls when estate planning documents are not properly coordinated.

When estate planning documents are inconsistent or contradictory, it can lead to legal disputes among heirs and beneficiaries. Such conflicts often require court intervention to resolve, which can be costly, time-consuming and emotionally draining for the family. In the Blechman case, the lack of alignment between the LLC operating agreement and the estate planning documents led to a legal dispute that had to be settled in court. When all documents are in sync – wills, trusts, operating agreements, etc. – it helps prevent these types of conflicts and ensures a smoother transition of assets.

Aligned estate planning documents clearly communicate the individual's intentions regarding asset distribution and other important decisions. This clarity is needed so the estate plan accurately reflects the individual's wishes and reduces the likelihood of misinterpretation. For example, if a will and a trust specify different beneficiaries for the same asset, it can create confusion and costly legal disputes among heirs. By aligning documents, the estate planner can ensure that their intentions are clearly understood and executed.

Why is professional estate planning guidance important?

Given the complexities highlighted by the Blechman case, engaging experienced estate planning professionals is vital. These professionals can help navigate the intricacies of business agreements, non-probate transfers and testamentary documents, ensuring that all components of an estate plan are in harmony and reflect the individual's intentions.

Professional guidance can also help individuals understand the potential legal and tax implications of their estate planning decisions, ensuring compliance with applicable laws and maximizing the benefits of their estate plan.

How can estate plans be aligned to avoid disputes?

Two people sit across a desk from each other, engaged in a discussion. One person is taking notes on a document, while the other has their hands clasped.

To avoid disputes like those in the Blechman case, it's essential to ensure all estate planning documents are aligned and clearly reflect your intentions. Here are some suggestions:

  • Get a comprehensive review. Regularly review your estate plan to ensure all documents reflect your current intentions and work cohesively.

  • Establish clear provisions. Explicitly address all significant assets, including business interests, in your estate planning documents.

  • Seek professional guidance. Engage experienced estate planning professionals to help navigate complex scenarios and ensure legal compliance.

Conclusion

Estate planning is not a one-size-fits-all process. It involves a multitude of documents and strategies that must be carefully aligned to reflect your wishes and values. The Blechman estate dispute underscores the importance of a well-coordinated estate plan to avoid unintended consequences and legal challenges. By ensuring that all components of your estate plan are in sync, you can provide clarity and peace of mind for your loved ones and create a lasting legacy that honors your intentions.

How do I create an estate plan?

There are numerous options and scenarios to consider when developing an estate plan that protects your legacy and achieves your objectives, and important decisions should be made with the advice of qualified lawyers and financial experts. Membership with Legacy Assurance Plan provides members with valuable resources and guidance to develop comprehensive estate plans that take life's contingencies into consideration and leave a positive impact for generations to come. Legacy Assurance Plan members also receive peace of mind that a team of trusted, experienced professionals will assist them in developing legal, financial and tax strategies that will meet their needs today and for years to come through periodic reviews.

This article is published by Legacy Assurance Plan and is intended for general informational purposes only. Some information may not apply to your situation. It does not, nor is it intended, to constitute legal advice. You should consult with an attorney regarding any specific questions about probate, living probate or other estate planning matters. Legacy Assurance Plan is an estate planning services company and is not a lawyer or law firm and is not engaged in the practice of law. For more information about this and other estate planning matters visit our website at legacyassuranceplan.com.

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Email - info@legacyassuranceplan.com
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