Probate & Trust Law Section Conference Manual ... - Minnesota CLE

presumption. Finally, the court found that the scope of greatgranddaughter’s
deprivation was large and the statute was not narrowly
tailored to meet its goal. Consequently, the court held that the retroactive
application of the 2009 amendment was unreasonable and unconstitutional
as applied to decedent’s trust.
H. Survival of Claims After Decedent’s Death
1. Kraft Power Corporation v. Merrill, 981 N.E.2d 671 (Mass. 2013).
Whether claims based on corporate disregard survive decedent’s
death depends on the underlying substance of the claim; contract
claims typically survive, while tort claims typically do not. Decedent
was the sole shareholder, director, and officer of a corporation. Kraft sold
equipment to the corporation, but the corporation could not pay for it.
Decedent sold the equipment to a third party and used the proceeds to pay
personal obligations rather than to pay off the corporation’s outstanding
debt to Kraft. The corporation filed for receivership and decedent
transferred all of the corporation’s assets to another corporation wholly
owned by him. Kraft sued the corporation for breach of contract.
Decedent died and default judgment was entered against the corporation.
Based on the doctrine of corporate disregard (i.e. piercing the corporate
veil), Kraft sought to hold decedent, and, hence, his estate, directly liable
for the corporation’s actions; Kraft’s claims alleged breach of contract,
fraudulent transfers under the Uniform Fraudulent Transfer Act (UFTA),
violations of Massachusetts Chapter 93A, and fraud. The court noted that,
for purposes of determining whether Kraft’s claims survived decedent’s
death, the analysis is no different when a cause of action is premised on
piercing the corporate veil than when it has been brought directly against
an alleged wrongdoer. The doctrine is not itself a cause of action but an
equitable tool that authorizes courts, in rare circumstances, to ignore
corporate formalities in order to avoid injustice. To determine whether a
cause of action survives the death of a party, the court reasoned that is
must look beneath the corporate veil to the underlying substantive claim
for which a plaintiff seeks to impose a corporation’s liability on an
individual shareholder. Under G.L. c. 228 § 1, claims which survive a
decedent’s death include certain enumerated tort actions, in addition to the
actions “which survived by the common law.” At common law, actions
based on contract survived the death of a party. Accordingly, the court
held that Kraft’s breach of contract claim survived decedent’s death. As
to the UFTA claim, the court found that where relief from a fraudulent
transfer is premised on a contractual right to payment, the claim survives
because contract actions survive at common law. Because the underlying
claim for which Kraft sought relief under UFTA was contractual, not
tortious, the court held that the UFTA claim also survived decedent’s
death. With respect to Chapter 93A, which governs commercial
transactions between two parties acting in a business context, the court
noted that some Chapter 93A claims are tort-based while others are
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