This is an archived article that was published on sltrib.com in 2016, and information in the article may be outdated. It is provided only for personal research purposes and may not be reprinted.
When her grandmother said she wanted to give each of her grandchildren $5,000 and asked her to sign an agreement in 1973, then-21-year-old Helen Immelt said she complied because she believed the document was meant to facilitate receipt of the gift.
Her brother, Don McBroom, then 16, said he was told he would receive $5,000 when he turned 21 and needed to sign several documents. Because he was a minor, a judge appointed a bank to represent McBroom and the court approved the agreement.
Nearly four decades later, the siblings allege, they learned the truth: They had signed away their ownership interests in R.C. Willey & Son, a furniture store chain started by their late grandfather, Rufus Call Willey.
"They didn't want to tell us about the estate," McBroom, a West Valley City resident, said Friday.
McBroom and his sister sued in 2011 for the value of what they believe is their rightful ownership interest in the company, plus other monetary damages.
The defendants — including Bill Child, Willey's son-in-law and the man who built up the business after his father-in-law died — denied anything improper happened and said Immelt and McBroom had agreed to sell their interest in R.C. Willey under that 1973 agreement.
In a 5-0 opinion handed down Aug. 26, the Utah Supreme Court upheld a decision granting judgment in favor of Child and the other defendants.
The court said the terms of the 1973 accord barred all of Immelt's claims and most of McBroom's. The remaining claims were barred by the statute of limitations or other grounds, the opinion said.
McBroom, now 60, who works as a forklift operator, and Immelt, 64, a former teacher who is a real-estate appraiser in Snohomish, Wash., said they are disappointed about the ruling.
"This was never about money for me and my brother," Immelt said. "This was about the lies we were told."
Rufus Call Willey founded the company in the early 1930s and began selling appliances door to door in Syracuse, according to court records. He opened a showroom around 1950, and Child began working in the store a few years later.
Willey died in 1954. His will provided a "life estate" for his wife, Helen Swaner Willey, who later remarried and changed her name to Helen Barber. The remainder of the estate after the widow's death was to pass to his three children or, if they died before his wife, to their children, according to court documents.
The will also allowed Barber to operate the business "as a partner or otherwise." In 1959, she and Child incorporated the business and had equal ownership of the corporation's shares, court records say.
In 1973, the two and all of Willey's children and grandchildren entered into the agreement. The deal noted Immelt and McBroom, as well as other grandchildren, held only "contingent remainder interests" in Willey's estate under the terms of his will, according to court documents.
Under the agreement, Immelt and McBroom exchanged their contingent remainder interests — which are interests that go to a person or entity only under certain circumstances — for five shares each of stock in R.C. Willey & Son. The agreement also provided for the immediate purchase of Immelt's shares and the purchase of McBroom's shares when he turned 21 for $1,000 each, according to the court.
The company, now named RC Willey Home Furnishings, was bought in 1995 for a reported $150 million in stock by Berkshire Hathaway Inc., the holding company headed by billionaire Warren Buffett. According to a 1995 letter to shareholders, the chain's sales volume that year was $257 million.
The siblings said they filed suit in 3rd District Court after receiving a letter from Child's attorney in 2010 that inadvertently included an unexecuted stock sale agreement from 1971 that made reference to their ownership interests in R.C. Willey & Son.
Betty McBroom, Immelt and McBroom's mother, died in 1981, and Barber passed away in 1989. Immelt and her brother claim they and two other siblings — who are not part of the suit — have a vested interest in their mother's one-third share of Rufus Willey's property, or one-twelfth each.
Third District Judge Paul Maughan eventually granted judgment for the defendants, leading to the appeal to the Supreme Court.
Writing for the high court, Justice Deno Himonas said that by signing the agreement, Immelt "is charged with knowledge of its contents under the law," regardless of her grandmother's representations about its contents. The opinion points out Immelt claims she was given only the signature page of the agreement but says the language on the page was a "clear indicator" she was signing a legally binding document.
"Ms. Immelt should have asked for the rest of the pages of the 1973 Agreement so she could read and understand what she was signing," Himonas wrote. "However, there is no evidence that she ever sought to obtain the document she signed."
The accord also barred most of the claims brought by McBroom, who was illiterate at the time he signed a petition for appointment of a guardian and a waiver of notice of guardianship proceedings in 1973 and had his mother or grandmother read the documents to him, Himonas said.
In addition, the opinion upheld Maughan's ruling saying McBroom's claim that the bank that served as his guardian had breached its fiduciary duty to him was filed too late.
McBroom had a duty to exercise "reasonable diligence" to discover the facts surrounding his claim but did not make any effort for 37 years to look into what he signed in 1973 and how it related to his interests in his grandfather's estate, according to the Supreme Court.
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