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Watkins v. Trust Under Will of William Marshall Bullitt

United States District Court, W.D. Kentucky, Louisville Division

August 25, 2017

LOWRY R. WATKINS, Plaintiff,
v.
TRUST UNDER WILL OF WILLIAM MARSHALL BULLITT BY AND THROUGH ITS TRUSTEE PNC BANK, N.A., and PNC BANK, N.A., Defendants.

          MEMORANDUM OPINION AND ORDER

          David J. Hale, Judge United States District Court

         Plaintiff Lowry Watkins is a beneficiary of the William Marshall Bullitt Trust. (Docket No. 22-1, PageID # 190) Watkins filed suit against the Trust and its Trustee, PNC Bank, N.A., alleging breach of fiduciary duty and unjust enrichment, among other claims. (Id., PageID # 189) The defendants have moved for summary judgment. (D.N. 70) Watkins opposes summary judgment (D.N. 75) and also moves to compel written discovery responses (D.N. 72), to stay a ruling on the defendants' motion for summary judgment (D.N. 87), and for leave to file a second amended complaint. (D.N. 97) After careful consideration, the Court will deny Watkins's motions and grant the defendants' motion for summary judgment.

         I.BACKGROUND

         Many of the facts are undisputed and remain unchanged from the Court's Order issued on March 31, 2017. (D.N. 110) Therefore, the facts will not be repeated here, except to the extent necessary for resolution of the instant motions.

         Over the years, Watkins has sent numerous requests to PNC for detailed information about the Trust, including a request for an accounting. (D.N. 70-1, PageID # 524-31 (citing D.N. 70-2; 70-3; 70-4; 70-9; 70-10; 70-11)) For example, in 2006 Watkins inquired about an increase in the value of Oxmoor Farm, which the Trust owns in part. (D.N. 70-1, PageID # 538; D.N. 70-14) In response, the Trustee informed Watkins via email that the entire property had been reappraised for the first time in approximately thirteen years, causing the land value to increase. (D.N. 70-1, PageID # 538; D.N. 70-14, PageID # 602) According to that email, the property had been undervalued “for a number of years.” (D.N. 70-14, PageID # 602)

         In November 2013, Watkins filed suit against PNC, alleging that PNC had breached its fiduciary duty by failing to develop Oxmoor Farm. (D.N. 1-1, PageID # 3) Watkins asserted five causes of action: “breaches of statutory and common law fiduciary duties by PNC; gross negligence by PNC; a request for accounting from PNC; and a claim that PNC has been unjustly enriched.” (D.N. 13, PageID # 88-89 (citing D.N. 1-1, PageID # 5-7)) PNC filed a motion to dismiss (D.N. 15), which was granted in part and denied in part. (D.N. 25) The Court found that Watkins's claims of breach of fiduciary duty for failing to develop Oxmoor Farm were time-barred. (Id., PageID # 202-05) The Court's Order left only Watkins's claims for an accounting (Count IV) and unjust enrichment (Count V). (Id., PageID # 208)

         Watkins then moved for leave to file an amended complaint, seeking to add claims for removal of the trustee and appointment of a special fiduciary to oversee a request for proposals regarding Oxmoor Farm. (D.N. 28) Watkins's amended complaint also sought attorney fees and injunctive relief. (D.N. 28-1, PageID # 221) The Court granted Watkins's motion to amend. (D.N. 29)

         On September 16, 2015, the Court dismissed Watkins's claim for removal of the trustee and for attorney fees and costs. (D.N. 54, PageID # 432) The court permitted Watkins's claim for injunctive relief to proceed. (Id., PageID # 433) The claim for appointment of a special fiduciary was not at issue. (Id., PageID # 424)

         Watkins's remaining claims are for an accounting; unjust enrichment; injunctive relief “requiring the Trustee to remedy each breach of trust and perform each duty required”; and for appointment of a special fiduciary. (D.N. 30, PageID # 235; D.N. 54)

         On April 26, 2016, Alan Titus, who serves as the Trust's fiduciary officer, wrote a letter to Watkins informing him “of an issue that arose regarding the Trust.” (D.N. 73-1, PageID # 911) In that letter, Titus explained that several expenses had been improperly categorized and that the beneficiaries were owed money as a result. (Id., PageID # 911-13) In addition to reimbursing the beneficiaries, the Trustee stated that it would cover the costs associated with filing amended tax returns and penalties for the affected years. (Id.)

         On May 16, 2016, the Trustee provided Watkins an accounting for the Trust for the period from January 1, 2008 to May 2, 2016. (D.N. 65-1, PageID # 505) In relevant part, the document showed payments to outside counsel, including a payment of $27, 762.77 in July 2011 with the note, “L Watkins seeking accounting and damages.”

         Two months later, on July 12, 2016, Watkins filed a motion to “clarify” paragraph seventeen of his original complaint.[1] (D.N. 69) That paragraph read:

Despite refusing and neglecting to develop the property which would legitimately increase its value, Trustee arbitrarily valued the Trust Real Estate Property at $72 million dollars, then the next year nearly doubled the value of the same non-developed and wasted Real Estate Property to $130 million dollars in order to wrongfully increase Trust Fees, without actually developing the land or incurring any additional responsibility or performance under the Trust.

(D.N. 1-1, PageID # 9) Watkins sought to amend the paragraph to read:

Despite refusing and neglecting to develop the property which would legitimately increase its value, Trustee arbitrarily increased its annual fees based on real estate from $72, 620.00 in 2004 to $131, 680.00 in 2005.

(D.N. 69, PageID # 515) The Court denied this motion. (D.N. 110)

         PNC has moved for summary judgment on all of Watkins's remaining claims. (D.N. 70) Watkins has filed several motions, including a motion to stay the motion for summary judgment (D.N. 87), a motion to amend the complaint (D.N. 97), and a motion to compel complete answers from 1991. (D.N. 72) The Court will address each motion in turn.

         II.DISCUSSION

         A. Motion to Stay

          In his motion to stay, Watkins asks that the defendants' motion for summary judgment be held in abeyance until he receives a transcript of the deposition testimony of Alan Titus, the fiduciary officer of the Trust. (D.N. 87) Watkins's motion to stay focuses solely on the deposition of Titus and does not request transcripts from any other depositions or potential depositions. (Id.) However, Watkins changes this request in his reply brief, arguing that “the required depositions needed . . . to respond to the summary judgment motion have not even been scheduled.” (Id., PageID # 1552) Further, Watkins states that he “also requires both privilege logs and supplemental responses to discovery.” (Id.) Because Watkins makes this argument for the first time in his reply brief, the Court will not consider it. See Bassett v. Tenn. Valley Auth., No. 5:09-CV-00039, 2013 WL 665087, at *4 (W.D. Ky. Feb. 22, 2013) (citing Keys v. Dart Container Corp. of Ky., No. 1:08-CV-00138-JHM, 2012 WL 2681461, at *6-7 (W.D. Ky. July 6, 2012); Shaheen v. Yonts, 5:06-CV-00173-TBR, 2009 WL 87458, at *11 (W.D. Ky. Jan. 13, 2009)).

         And because Watkins attached Titus's deposition transcript to his reply brief and it extensively, his request for a stay pending receipt of that transcript will be denied as moot. (See D.N. 87, PageID # 1557-62; D.N. 91)

         B. Motion to Amend

         Next, the Court will consider Watkins's motion for leave to file a second amended complaint, in which he seeks to add a number of new facts and claims. (D.N. 97) Watkins argues that there are no deadlines and ...


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