In re: Sidney A. Goodman Revocable Trust, U/A/D December 16, 1985 as Amended

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2016).

STATE OF MINNESOTA
IN COURT OF APPEALS
A17-0573

In re: Sidney A. Goodman Revocable Trust,
U/A/D December 16, 1985 as Amended

Filed February 12, 2018
Affirmed; motion denied
Johnson, Judge

Hennepin County District Court
File No. 27-TR-CV-16-14

Frank R. Berman, Frank R. Berman Law Offices, Edina, Minnesota; and

Scott G. Harris, Timothy M. Kelley, Stinson Leonard Street LLP, Minneapolis, Minnesota
(for appellants Holly Goodman Shapiro, Brad Shapiro, Chad Shapiro, Dorothy Clemmer,
and Millie Egan)

Robert R. Weinstine, Thomas H. Boyd, William A. McNab, Justin H. Jenkins, Winthrop
& Weinstine, P.A., Minneapolis, Minnesota (for respondent David Gotlieb)

William Brody, Todd A. Wind , Joseph J. Cassioppi, Fredrikson & Byron, P.A.,
Minneapolis, Minnesota (for respondent James Weichert)

Denise S. Rahne, Joshua Strom, Robins Kaplan LLP, Minneapolis, Minnesota (for
respondent South Dakota Trust Company)

Joseph W. Anthony, Daniel R. Hall, Anthony Ostlund Baer & Louwagie P.A.,
Minneapolis, Minnesota (for respondent Daniel Peterka)

Bradley J. Frank, Barnes & Thornburg LLP, Minneapolis, Minnesota (for respondent
John B. Goodman, Trustee (deceased))

Considered and decided by Johnson, Presiding Judge; Halbrooks, Judge; and Kirk,
Judge.
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U N P U B L I S H E D O P I N I O N
JOHNSON, Judge
Two persons were trustees of a trust. One trustee died in 2013, and the other trustee
died in 2016. One week after the second death, a person who was specifically identified
in the trust agreement as a successor trustee accepted the trusteeship. Six months later, a
beneficiary of the trust appointed a different person to be the sole trustee of the trust. The
district court resolved the competing claims of trusteeship by confirming as trustee the
person whom the trust agreement identified as a successor trustee. We affirm.
FACTS
In December 1985, Sidney A. Goodman created the Sidney A. Goodman Revocable
Trust. Sidney appointed himself and his son, John B. Goodman , as trustees . Sidney
amended the trust agreement numerous times. He executed the 21st amended agreement
in December 2012.
The trust agreement , as amended, provides for the appointment of an alternate or
successor trustee, which is the issue in this appeal. The pertinent provisions of the trust
agreement are as follows:
11.1 Alternate or Successor Trustee . If for any
reason SIDNEY A. GOODMAN is unable or unwilling to
continue to serve as Trustee hereunder, then SIDNEY A.
GOODMAN may designate an alternate or successor
Trustee. . . . If SIDNEY A. GOODMAN fails to designate an
alternate or successor Trustee as provided above, then DAVID
A. GOTLIEB . . . shall become a Trustee hereunder upon filing
a written acceptance of such office with the trust records. If
for any reason DAVID A. GOTLIEB is unable or unwilling to
serve or to continue to serve as Trustee hereunder, then
DAVID A. GOTLIEB may designate an alternat ive or
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successor Trustee. . . . If DAVID A. GOTLIEB fails to
designate an alternate or successor Trustee as provided above
or is unwil ling or unable to serve as Trustee, then a senior
partner of the Private Wealth Services Department of Barnes
& Thornburg LLP, Minneapolis, Minnesota, shall become a
Trustee hereunder upon filing a written acceptance of such
office with the trust record, w ith the power to designate a
successor Trustee.

If for any reason JOHN B. GOODMAN is unable or
unwilling to serve or to continue to serve as a Trustee
hereunder and SIDNEY A. GOODMAN is also unable or
unwilling to serve as a Trustee hereunder, then JOHN B .
GOODMAN may designate an alternate or successor
Trustee. . . . If JOHN B. GOODMAN fails to designate an
alternate or successor Trustee as provided above, then no
alternate or successor Trustee shall be appointed unless there
shall be a complete vacancy in the trusteeship.

11.2 Vacancy in the Trusteeship . In the event of a
complete vacancy of the trusteeship of any trust created
hereunder, a majority of a group consisting of the adult income
beneficiaries hereunder and the parent or legal guardian of any
minor income beneficiaries hereunder shall designate an
alternate or successor Trustee. . . . For purposes of this Trust
Agreement, a complete vacancy of trusteeship shall be deemed
to occur at any time that the beneficiary of any trust is serving
as the sole Trustee of that trust.

During his lifetime, Sidney did not designate an alternate or successor trustee
pursuant to article 11.1 of the trust agreement. He died on October 20, 2013, at the age of
93. His will provided that, upon his death, his assets would be devised to the trust.
On January 1, 2016, John, acting on his own behalf, exercised an option to purchase
assets of the trust at fair market value. John had acquired the “first option” in a written
agreement that he and Sidney signed in December 2012 . On February 26, 2016, John,
acting as trustee of the trust, petitioned the district court for approval of the sale of the
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trust’s membership interests in certain limited partnerships and limited liability companies
to the John B. Goodman Revocable Trust for $3,822,158 . The district court scheduled a
hearing on the petition for April 13, 2016.
On March 20, 2016, John died unexpectedly at the age of 66. During John’s
lifetime, he did not designate an alternate or successor trustee pursuant to a rticle 11.1 of
the trust agreement.
Eight days after John’s death , David A. Gotlieb, whom Sidney had identified in
article 11.1, executed a writing that expressed his acceptance of the trusteeship. On the
same day, Gotlieb, acting as trustee, filed an amended petition for approval of the sale of
trust assets to the John B . Goodman Revocable Trust, consistent with the petition John
previously had filed. Gotlieb served notice of his filings on Holly Goodman Shapiro (the
only surviving child of Sidney), Sana Goldberg (a trust beneficiary), the attorney general,
a family foundation, and the trustee of the John B. Goodman Revocable Trust . Holly
Goodman Shapiro attended the hearing with counsel but did not express any objections to
the relief requested in the petition or amended petition or to Gotlieb’s acceptance of his
appointment as trustee. On April 15, 2016, the district court issued an order approving the
sale of trust assets to the John B. Goodman Revocable Trust, as proposed in the petition
and the amended petition. The district court administrator served notice of the order on all
persons who were served with the petition.
Approximately six months later, on October 11, 2016, Sana Goldberg designated
Thomas A. Sherman as the trustee of the trust. On October 17, 2016, Sherman executed a
writing that expressed his acceptance of the trusteeship. On October 20, 2016, acting as
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trustee of the trust, Sherman commenced this action by filing a petition and a supplemental
petition with the district court. Four other persons joined in the petition: Holly Goodman
Shapiro, Brad Shapiro (a child of Holly), Chad Shapiro (also a child of Holly), and Dorothy
Clemmer (a friend of Sidney and grandmother of Goldberg). Sherman and his co -
petitioners asked the district court to vacate the April 15, 2016 order approving the sale of
trust assets to the John B. Goodman Revocable Trust . On November 29, 2016, a second
supplemental petition was filed by Holly Goodman Shapiro, Brad Shapiro, Chad Shapiro,
and Dorothy Clemmer. In the second supplemental petition, Holly Goodman Shapiro and
her co-petitioners asked the district court to confirm Sherman’s appointment as trustee and
to enjoin Gotlieb from acting as trustee. Gotlieb opposed the petitions, as did the trustee
of the John B. Goodman Revocable Trust.
In March 2017, after a hearing on the petitions, the district court denied the petition
and supplemental petition filed by Sherman and his co -petitioners, denied the second
supplemental petitio n filed by Holly Goodman Shapiro and her co -petitioners, and
confirmed the appointment of Gotlieb as the sole trustee of the trust.
Holly Goodman Shapiro , Brad Shapiro , Chad Shapiro, Dorothy Clemmer , and
Millie Egan filed a notice of appeal and a joint appellants’ brief. Gotlieb and the trustee of
the John B. Goodman Revocable Trust filed a joint respondents’ brief.
D E C I S I O N
I. Appellants’ Standing
We begin by addressing the threshold issue of standing. Respondents argue that
appellants do not have standing to pursue this appeal. Respondents note that Goldberg and
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Sherman did not join in appellants’ notice of appeal and did not file a separate notice of
appeal. Respondents challenge appellants’ standing both in their responsive brief and in a
motion to dismiss the appeal, which they filed after oral argument.
“Standing is a legal requirement that a party have a sufficient stake in a justiciable
controversy to seek relief from a court.” Enright v. Lehmann, 735 N.W.2d 326, 329 (Minn.
2007). “Standing is a jurisdictional doctrine, and the lack of standing bars consideration
of the claim by the court .” In re Custody of D.T.R. , 796 N.W.2d 509, 512 (Minn. 2011).
In general, standing may be present either because the person seeking rel ief “has suffered
some ‘injury-in-fact’” or because the person “ is the beneficiary of some legislative
enactment granting standing .” Enright, 735 N.W.2d at 329. A party’s standing may be
questioned “at various stages of the litigation proceeding, includi ng . . . when a party
appeals a decision. ” D.T.R., 796 N.W.2d at 512. In considering whether a party has
standing to appeal a district court’s decision, an appellate court asks whether standing has
been “conferred by a statute ” or whether an appellant is “an aggrieved party. ” Id. An
appellant is “an aggrieved party” if “there is injury to a legally protected right.” State ex
rel. Swanson v. 3M Co., 845 N.W.2d 808, 814 (Minn. 2014) (quotations omitted).
We first consider whether standing has been con ferred by statute. Both appellants
and respondents cite the following statute as the source or potential source of a legislative
grant of standing:
(a) An interested person may petition the district
court and invoke its jurisdiction as provided in sections
501C.0201 to 501C.0208 for those matters specified in section
501C.0202.

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(b) As used in sections 501C.0201 to 501C.0208,
“interested person” includes an acting trustee, any person
named as successor trustee under the trust instrument, any
person seeking court appointment as trustee whether or not
named in the trust instrument, a beneficiary, a creditor, and any
other person having a property or other right in or claim against
the assets of the trust. . . . The meaning of interested person,
as it relates to a particular person, may vary from time to time
and must be determined according to the particular purposes
of, and matter involved in, any petition.

Minn. Stat. § 501C.0201 (2016). This statute was enacted into law in 2015 and has not
been interpreted by either the supreme court or this court.
Respondents assert that appellants’ interest in the appointment of a trustee arises
from appellants’ status as creditors or putative creditors of the trust. Respondents explain
that appellants may be c reditors because they (or some of them) were beneficiaries of
another trust that allegedly had acquired an option to purchase assets of the Sidney A.
Goodman Revocable T rust. A “creditor” is included among the interested persons
described in the first sen tence of section 501C.0201(b). Appellants assert that they are
interested persons because they have “a specific right in or claim against the assets of” the
trust, which mirrors the language of the last clause of the first sentence of section
501C.0201(b). Thus, respondents and appellants agree that appellants are within the class
of persons described in the first sentence of section 501C.0201(b).
Nonetheless, respondents contend that appellants are not interested persons because
they are excluded by the last sentence of section 501C.0201(b), which, they contend,
requires an inquiry into “the particular purposes of, and matter involved in, any petition .”
See Minn. Stat. § 501C.0201(b). Respondents contend that , as a matter of statutory
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interpretation, the last sentence narrows the class of interested persons described in the first
sentence. See id. Respondents assert that appellants “may have an interest in what actions
the Trustee may take with respect to the trust’s assets” but they “do not have any i nterest
in who is appointed to serve as” trustee of the trust.
Respondents’ argument is based on the premise that the last sentence of section
501C.0201(b) is an exception to, or a carve -out from, the first sentence of section
501C.0201(b). We need not re solve th at issue of statutory interpretation . Assuming
without deciding that a creditor has standing only with respect to certain purposes and
matters, we believe that at least one appellant has a legitimate interest in the identity of the
trustee and, thus, is aggrieved by the district court’s decision. A trust must have a trustee.
See Bond v. Commissioner of Revenue, 691 N.W.2d 831, 837 (Minn. 2005); see also Minn.
Stat. §§ 501C.0402(a)(4), .0704(b) (2016). The identity of the trustee may be importa nt
for multiple reasons. The trust at issue in this appeal is a family-oriented trust. The trust
agreement specifically mentions Holly Goodman Shapiro multiple times and makes certain
provisions for other descendants of Sidney. Holly Goodman Shapiro and her co-petitioners
have alleged that they hold an option to purchase assets of the trust and that the trustee
should seek the return of the assets that were sold to the John B. Goodman Revocable Trust.
Without expressing any opin ion as to whether that claim is or is not meritorious, we
believe, at the least, that Holly Goodman Shapiro has a sufficient interest in the identity of
the trustee of the trust that was created by her late father to qualify as an interested person
under section 501C.0201(b).
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Thus, appellants have standing to pursue this appeal, and we deny respondents’
motion to dismiss the appeal for lack of standing.
II. Goldberg’s Status as Beneficiary
We continue by addressing a second responsive argument that could be dispositive
of the appeal. In their responsive brief, respondents argue that Goldberg is not an income
beneficiary of the trust and, thus, is not authorized to designate an alternate or successor
trustee. Respondents acknowledge that Goldberg is a bene ficiary but contend that she is
entitled only to principal of the trust, not to income. In their reply brief, appellants argue
that respondents did not preserve this argument for appeal because they did not present it
to the district court.
An appellate court generally will not consider an argument that was not presented
to the district court. Thiele v. Stich , 425 N.W.2d 580, 582 (Minn. 1988); Doe 175 v.
Columbia Heights Sch. Dist. , 842 N.W.2d 38, 42 (Minn. App. 2014). Appellants are
correct that respondents did not preserve this argument . In the district court, n o party
argued that Goldberg is not an income beneficiary. In its order, the district court stated that
it is undisputed that Goldberg is “the sole adult income beneficiary” and found th at she is
“the person authorized to nominate a successor Trustee in the event of a complete
vacancy.” At oral argument in this court, respondents’ counsel acknowledged that
respondents did not preserve the issue in the district court . Thus, we will not consider the
issue for the first time on appeal.
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III. Confirmation of Gotlieb as Trustee
We next turn to the substance of appellants’ argument for reversal. Appellants argue
that the district court erred by denying the petitions filed by Sherman and Holly Goodman
Shapiro and their respective co -petitioners and by confirming Gotlieb’s acceptance of his
appointment as trustee. Appellants contend that, as a matter of law, Gotlieb rejected the
trusteeship before March 28, 2016, because he was required to acce pt the appointment
within a reasonable period of time but did not do so. Appellants further contend that
Gotlieb’s inaction created a complete vacancy in the trusteeship, that the complete vacancy
following John’s death provided Goldberg with the authority to appoint a successor trustee,
and that Sherman should be confirmed as the sole trustee of the trust. Respondents counter
that, as a matter of law, Gotlieb was not required to accept the appointment within a
reasonable period of time and, alternatively, if he was so required, he did so.
A grantor of a trust may choose one or more trustees to administer and manage the
trust. Kirsch v. Kahn , 276 Minn. 294, 299, 149 N.W.2d 676, 681 (1967). If a court is
required to interpret a trust agreement, the court’s purpose “is to ascertain and give effect
to the grantor’s intent.” In re Stisser Grantor Trust, 818 N.W.2d 495, 502 (Minn. 2012) ;
In re G.B. Van Dusen Marital Trust , 834 N.W.2d 514, 520 (Minn. App. 2013), review
denied (Minn. June 26, 2013). “A court should seek out the grantor’s dominant intention
by construing the trust agreement in its entirety.” Van Dusen, 834 N.W.2d at 520. We do
so by examining the language of the trust agreement to determine whether it is
unambiguous. See id. If the trust agreement is unambiguous, we discern the grantor’s
intent from the language of the trust agreement and do “not consider extrinsic evidence.”
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Id.; see also In re Trust Created Under Agreement with McLaughlin, 361 N.W.2d 43, 44-
45 (Minn. 1985 ). A court should interpret unambiguous words and phrases in a trust
agreement “according to their common and approved usage.” Stisser, 818 N.W.2d at 502.
This court applies a de novo standard of review to a district court’s interpretation of a trust
agreement. Id.
In this case, to resolve the parties’ dispute, we must interpret and apply article 11.1
and article 11.2 of the trust agreement , which are quoted in full above . All parties assert
that articles 11.1 and 11.2 are unambiguous, yet the parties assign different meanings to
the two articles. The district court resolved the parties’ respective arguments by reasoning
that Sidney intended that either Gotlieb, Gotlieb’s appointee, or an attorney in Gotlieb’s
law firm would succeed him as trustee; that the trust agreement did not impose a time limit
on Gotlieb’s acceptance of the trusteeship; that Gotlieb accepted his appointment as trustee
within a reasonable time after John’s death ; that Gotlieb accepted his appointment as
trustee before Goldberg no minated Sherman ; and, thus, that there was not a complete
vacancy in the trusteeship when Goldberg nominated Sherman.
The district court’s reasoning is based primarily on its determination that Gotlieb’s
acceptance of the trusteeship on March 28, 2016, is valid. Appellants argue that Gotlieb’s
acceptance is not valid because he did not accept the appointment within a reasonable
period of time. Appellants’ contention is based primarily on the following statute:
(a) Except as otherwise provided in paragraph (c), a
person designated as trustee accepts the trusteeship:

(1) by substantially complying with a method
of acceptance provided in the terms of the trust; or
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(2) if the terms of the trust do not provide a
method, or the method provided in the terms is not
expressly made exclusive, by accepting delivery of the
trust property, exercising powers or performing duties
as trustee, or otherwise indicating acceptance of the
trusteeship.

(b) A person designated as trustee who has not yet
accepted the t rusteeship may reject the trusteeship. A
designated trustee who does not accept the trusteeship within
a reasonable time after knowing of the designation is deemed
to have rejected the trusteeship.

Minn. Stat. § 501C.0701 (2016) (emphasis added). Appellants contend that, in light of the
second sentence of 501C.0701(b), Gotlieb should be deemed to have rejected his
appointment as trustee because he did not take any action to accept the appointment
between Sidney’s death on October 20, 2013, and his eventu al formal acceptance on
March 28, 2016.
Respondents contend that section 501C.0701, which requires the appointment of a
successor trustee upon a vacancy in the trusteeship, does not apply because it was enacted
in 2015 and was not effective until January 1, 2016, more than two years after Sidney’s
death. See 2015 Minn. Sess. Laws ch. 5, art. 7, § 1, at 111. The applicability of section
501C.0701 is nuanced. The provisions of chapter 501C apply generally to “ all trusts
created before, on, or after January 1, 2016” (or, in other words, to all trusts). Minn. Stat.
§ 501C.1304(a)(1) (2016). But “an act or omission that occurs before January 1, 2016, is
not affected by sections 501C.0101 to 501C.1208.” Id. § 501C.1304(a)(5). Appellants’
contention that Gotlieb rejected his appointment as trustee by not accepting it within a
reasonable time is, in essence, based on an alleged omission. Accordingly, section
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501C.0704(b) does not apply to Gotlieb’s non -acceptance of his appointment between
Sidney’s death on October 20, 2013 , and December 31, 2015. For purposes of this case,
section 501C.0704(b) applies only to Gotlieb’s acts or omissions after January 1, 2016.1
Appellants’ contention that Gotlieb was required to accept his appointment within
a reasonable period of time is based secondarily on the common law. Appellants contend
that, in general, a reasonable -time requirement applies “to any agreement which includes
no specific deadline for performance of a required act.” For that proposition, appellants
cite to a single case, which concerns a breach -of-contract claim in a commercial context.
See Hill v. Okay Constr. Co., 312 Minn. 324, 333, 252 N.W.2d 107, 114 (1977). It appears
that there are no Minnesota cases imposing a reasonable -time requirement on a person’s
acceptance of an appointment as trustee. Appellants cite two cases from foreign
jurisdictions, but neither provides direct support for their position.2 We have searched for

1Appellants also contend that section 501C.0704(b) applies on the ground that “any
rule of construction or presumption provided in sections 501C.0101 to 501C.1208 appl[ies]
to trust instruments executed before January 1, 2016, unless there is a clear indication of a
contrary intent in the terms of the trust.” Minn. Stat. § 501C.1304(a)(4). The contention
is without merit because section 501C.0704(b) does not contain a rule of construction or
presumption. It appears that section 501C.1304(a)(4) refers to certain provisions within
chapter 501C that expressly state a statutory presumption or expressly refer to a rule of
construction. See, e.g. , Minn. Stat. §§ 501C.0112, .0401(b), .0802(c), .1102, subd. 3,
.1109, subd. 1(d), .1111 (2016).
2In In re Robinson, 37 N.Y. 261 (N.Y. 1867), a person who was named in a will as
trustee of a testamentary trust did not take any action to accept the trusteeship. Id. at 262-
63. The court concluded that the person should be deemed to have rejected the trusteeship
because he “had not accepted the trust” during the passage of 20 years and “ was traveling
in Europe, was advanced in years and an invalid .” Id. In Galbreath v. del Valle , 633
N.E.2d 1185 (Ohio Ct. App. 1993), no one attempted to accept a trusteeship. Rather, the
probate court appointed a successor trustee to fill a vacancy, and the appellate court
concluded that the probate court abused its discretion by doing so before the beneficiaries
had an opportunity to select a successor trustee. Id. at 1190-91.
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a well -established common -law rule among American courts as to whether a trustee is
required to accept an appointment within a reasonable time, and we have found no such
rule. See, e.g., Restatement (Third) of Trusts § 35 & cmt. b (2003). We are mindful that,
as the district court reasoned, article 11.1’s sile nce on the matter indicates that Sidney did
not intend to impose any deadline on Gotlieb’s acceptance of his appointment. In the
absence of an express deadline in the trust agreement, and in the absence of caselaw
imposing a common -law obligation on a per son appointed to be a trustee, we decline to
apply a reasonable -time requirement to Gotlieb for the period of time before January 1,
2016.
Accordingly, the relevant question is whether Gotlieb rejected his appointment as
trustee by not accepting it within a reasonable time between January 1, 2016 , and
March 28, 2016. See Minn. Stat. § 501C.0701(b). With respect to a trustee’s duty to sell
a risky investment within a reasonable time, the supreme court stated, “what is a reasonable
time . . . depends upon the circumstances of the particular case, and is ordinarily a question
of fact.” In re Comstock’s Will, 219 Minn. 325, 336, 17 N.W.2d 656, 663 (1945) .
Likewise, in Bode v. Minnesota Dep’t of Nat . Res., 612 N.W.2d 862 (Minn. 2000), the
supreme court stated that “what is a reasonable time must be determined by considering all
attendant circumstances such as: ‘intervening rights, . . . prejudice to the adverse party,
[and] the commanding equities of the case.’” Id. at 870 (quoting Newman v. Fjelstad, 271
Minn. 514, 522, 137 N.W.2d 181, 186 (1965)) (interpreting Minn. R. Civ. P. 60.02).
The district court found that Gotlieb accepted his appointment “within a reasonable
time after the death of John Goodman.” That finding is not clearly erroneous inasmuch as
15
Gotlieb accepted his appointment only eight days after John died. Whether Gotlieb
unreasonably delayed in accepting or rejecting his appointment between January 1, 2016,
and March 20, 2016, depends on the circumstances surrounding the trust. See Comstock’s
Will, 219 Minn. at 336, 17 N.W.2d at 663; see also Bode, 612 N.W.2d at 870.
The trust agreement provides that, after Sidney’s death, “the Trustees shall distribute
the balance of the Trust Estate, including principal and all undistributed income, in
accordance with Article 3, Article 4, Article 5 and Article 6.” During the relevant time
period, John was acting as trustee to effectuate the provisions of article 3. On January 1,
2016, John, acting on his own behalf, executed his option to purchase trust assets at fair
market value . On the same date, John, a cting as trustee, agreed to sell the trust’s
membership interests in certain limited partnerships and limited liability companies to the
John B. Goodman Revocable Trust for $3,822,158. On February 26, 2016, John, acting as
trustee, petitioned the Hennepin County District Court for approval of the transaction (by
signing a petition that had been drafted by one of Gotlieb’s law firm colleagues) . Article
4 of the trust agreement is concerned with t he payment of debts, expenses, and taxes.
Article 5 requires the trustee or trustees to pay Goldberg’s living expenses and tuition
expenses, up to a limit of $275,000, to the extent that she is pursuing an advanced degree
before her 30th birthday. The re cord reveals that, in October 2016, Goldberg turned 27
years old, was pursuing an advanced degree, and was receiving the benefits due her by
submitting bills to an employee of “the Goodman Group,” who was paying the bills
“directly on [her] behalf.” Artic le 5 also requires the trustee or trustees to distribute the
balance of the funds set aside for Goldberg to John, but that duty would not arise until
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Goldberg either completes her graduate education or reaches the age of 30. Article 6
requires the trustee or trustees to distribute the balance of the trust’s assets to a family
foundation, but that duty also would not arise until “after compliance with the foregoing
provisions of this Trust Agreement.”
Our review of these provisions of the trust agreement and other parts of the record
reveals that John was fulfilling the duties of trustee between January 1, 2016, and
March 20, 2016. The trust was distributing benefits to Goldberg pursuant to article 5. John
was taking action to sell certain trust assets pursuant to article 3. No one had objected to
John’s status as sole trustee or to the sale of trust assets that John proposed in his
February 26, 2016 petition. In light of these circumstances, Gotlieb reasonably could have
determined, during the relevan t 80-day period, that it was not necessary for him to take
immediate action to accept his appointment as trustee. See Comstock’s Will, 219 Minn. at
336, 17 N.W.2d at 663; see also Bode, 612 N.W.2d at 870. Thus, Gotlieb did not fail to
accept his appointment within the reasonable time imposed by section 501C.070 1 and,
thus, did not reject his appointment before he formally accepted it on March 28, 2016.
Appellants contend that there was a “complete vacancy” in the trusteeship for two
independent reasons: first, because Gotlieb did not accept his appointment within a
reasonable time after Sidney’s death, and, second, because John’s death left no one in the
position of trustee. With respect to the second point, we have determined that the district
court did not clearly err by finding that Gotlieb accepted his appointment “within a
reasonable time after the death of John Goodman .” Granted, no one was a trustee during
the eight days in March 2016 between John’s death and Gotlieb’s acceptance of his
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appointment. See Minn. Stat. § 501C.0704(a)(5) (2016) (providing that “vacancy in the
trusteeship occurs if . . . the trustee dies” ). But it is immaterial whether there was a
complete vacancy after Sidney’s death or during the brief period of March 20, 2016, to
March 27, 2016 . Regardless, there was not a complete vacancy in the trusteeship on
October 11, 2016, when Goldberg purported to designate Sherman as trustee. Gotlieb’s
acceptance of his appointment on March 2 8, 2016, effectively resolved the complete
vacancy by filling it.
Appellants emphasize the second sentence of article 11.2, which states that “ a
complete vacancy of trusteeship shall be deemed to occur at any time that the beneficiary
of any trust is servi ng as the sole Trustee of that trust. ” After Sidney’s death, John could
have and perhaps should have prompted “the adult income beneficiaries” to “designate an
alternate or successor Trustee ,” pursuant to article 11.2. But he did not do so. After
Goldberg received notice of John’s February 26, 2016 petition for approval of the sale of
trust assets (which included a copy of the trust agreement), she arguably could have
“designate[d] an alternate or successor Trustee ,” pursuant to article 11.2. But she did not
do so either. After Gotlieb accepted his appointment, there no longer was a complete
vacancy in the trusteeship because Gotlieb was not and is not a beneficiary of the trust. In
essence, the complete vacancy was cured . Thereafter , article 11.2 no longer could be
invoked. Consequently, Goldberg’s designation of Sherman as trustee in October 2016 is
not valid.

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Thus, the district court did not err by denying the petitions to confirm Gold berg’s
appointment of Sherman and did not err by confirming Gotlieb’s appointment as trustee.
Affirmed; motion denied.