EXHIBIT C

Legal Analysis of the May 27th Agreement

The defendants’ lawyer Kaelin said on March 5, 2010 that defendants ‘intention to evict plaintiff

from his home is so that both of his properties can be sold (occupies approximately four acres).

Further stating that it is a matter of their legal right to control the sale and their only obligation to

plaintiff is to give him a share of the net equity. Yet, stating that no approximate amount can be

determined at this time or before the final figures are calculated after the properties are sold.

However, the defendants have been going by the ‘agreement’ and the charter of the LLCs

directing conveyance of only 50 % that by corporate law provides equal rights of decision. Yet,

defendants have completely shut out plaintiff from exercising any rights or privileges of having

an interest in the properties. Even though the law states both parties are required to agree to

determine any business matters involving the property, yet defendants’ evicted plaintiff from

occupancy of his home and looted his personal property. In addiction defendants have

independently extracted its rental revenue for their exclusive benefit in disregard to separate

written contractual agreements designating rental revenues, and independently pursued its sale,

but the law says:

“Connecticut corporation law confers the power to sell and convey the real property of a
corporation on its board of directors, and in the absence of express authority contained in
the corporation's certificate of incorporation or bylaws, officers of the corporation have
no general or implied authority to sell or convey the corporation's real property. That
authority must be specifically conferred on an individual by a vote of the board of
directors. The person so authorized may be, but does not need to be, an officer of the
corporation.” See Hollywyle Assn., Inc. v. Hollister, 164 Conn. 389, 394-95 (1973).

1
In effect, defendants’ claim of right corresponds to as if plaintiff established an ‘expressed

trust’ for their benefit. Yet, the laws is clear as stated below that a written statement clarify an

intention of bestowing a gift is required to substance that the perquisite intention exists to give

real property away without fair consideration of compensation. This where defendants refers to

their “legal right” is established by the May 27th ‘agreement’ (exh. A). Whereby sprung out from

the ‘agreement’ was the subsequent setting up of two LLC’s to carry out the intention of this

agreement as the preliminary steps to facilitate defendants’ promise to purchase the properties.

Specifically, forming the LLCs was represented by the defendants to secure refinancing required

them to share an interest in the LLCs of 50% and have management authority. Consequently,

defendants never brought the property, but claim legal entitlement to the 50% ownership

expressed in the contract as an express trust is defined as:

“Express trust is a direct trust. A trust created or declared in express terms, and usually in
writing, as distinguished from one inferred by the law from the conduct or dealings of the
parties. A trust directly created for specific purposes in contrast to a constructive or
resulting trust which arises by implication of law or the demands of equity. Trusts which
are created by the direct and positive acts of the parties, by some writing, or deed, or will,
or by words expressly or impliedly evincing an intention to create a trust. (Blacks Law
Dictionary, 6th Ed.)

However, on the other hand, it is plaintiff’s contention that the defendants’ claim of right to title

is a product of foul play and constructive fraud to exist as a ‘constructive trust.’ Since it was

never plaintiff’s intention, written or otherwise, to convey title of ownership to defendants

without them paying the agreed three million. Albeit, instead of the 4 million that it could have

fetched on the open market in lieu of the orally promised condition that plaintiff could continue

for the rest of his life occupy the produce store building. This is while residing in the apartment

2
above his store for the rest of his life; with the sole condition he was obligated to pay $1,000.00

per month; as to be applied towards paying the monthly taxes accrued.

In fact, the facts and circumstances corresponding to plaintiff signing the quit-claims and his

signature on the mortgage documents was a product of deception. Since, these documents were

misrepresented as paperwork corresponding to a $40,000.00 loan and to secure refinancing.

Moreover, defendant’s loan was established by an open-end loan with a two million dollar lean

on his property that he never authorized. This is where defendant, Ronald Pecunies, established

himself as the lender on the mortgage deed conveyance instrument.

In effect, the agreement of assigning the 50% ownership to defendants before they paid any

money was obtained by false pretenses and a criminal act of fraud & deceit. This was by

Pecunies falsely stating to misrepresent that their 50% interest would be only until they got the

property refinanced and was required to allow them to get a lower rate if it was on their name.

Thereafter, once defendants obtained refinancing Pecunies promised plaintiff that they would

legally revert the title back to him owning 100%. Yet, defendants after refinancing had

subsequently refused to revert the ownership of 100% back to plaintiff as they promised. Such a

matter of inducement to temporary sign over tile to be breached adjudicated as in :

“Finding cause of action to impress a trust was stated where it was alleged that defendant

represented to plaintiff that he could help clear title by taking title in his name, cutting

timber and then reconveying land); Burnett v. Holroyd, 278 Ga. 470, 604 S.E.2d 137 (Ga.

2004) (citing Ga. Code Ann. § 53-12-93(a)).

3
In fact it was always within defendants’ capacity and fiduciary interests to purchase the

properties for three million or allow the 4 million sales to go through in 2006. This is when they

could have earned the $600,000 buy-out plaintiff was offering. Yet Pecunies only interest was to

pay plaintiff $800,000 not the 1.9 million promised and certainly not to honor the one million

deduction in the price by allowing plaintiff to continue to live on the property, Essentially, the

‘agreement’ was egregiously perverted as a devise to allow defendants to act in bad faith by

intentionally breaching its terms, while simultaneously embracing it as providing them with a

legal right, and giving them 50% ownership based on a violated promise as :

“A promise made with intent not to perform is a form of fraud. It is not possible to
formulate an authoritative, all-embracing definition of fraud. In fact, it has been
suggested that no comprehensive definition of fraud is desirable due to the fact that the
fertility of man's invention in devising new schemes of fraud is so great, that by avoiding
a precise definition, courts can reserve to themselves the liberty to deal with it under
whatever form it may present itself.” (5 POF 2d 731, §1. Promissory Fraud, Gen. ; Leach
v Central Trust Co. 203 Iowa 1060, 213 NW 777, 57 ALR 1165).

Defendants have since claimed that the LLCs’ existence provides them with controlling authority

over the property. However, plaintiff can prove that defendant’s claim to title is a constructive

trust, as is defined as a:

“Constructive Trust is a trust raised by construction of law, or arising by operation of

law, as distinguished from an express trust. Wherever the circumstances of a transaction
are such that the person who takes the legal estate in property cannot also enjoy the
beneficial interest without necessarily violating some established principle of equity, the
court will immediately raise a constructive trust, and fasten it upon the conscience of the
legal owner, so as to convert him into a trustee for the parties who in equity are entitled to
the beneficial enjoyment. Constructive trusts do not arise by agreement or from intention,

4
 but by operation of law, and fraud, active or constructive, is their essential element.
Actual fraud is not necessary, but such trust will arise whenever circumstances under
which property was acquired made it inequitable that it should be retained by him who
holds the legal title. (Blacks Law Dictionary, 6th Ed.)

Whereby, the guiding operation of law in this dispute of legal right of ownership is “The

Uniform Fraudulent Conveyance Act;” of which states that a “reasonable consideration” of

“fair value” is required for a conveyance of property not to be subjected to being set aside under

this act of law.

Thereby, for the title to revert back to the prior owner (plaintiff). Since plaintiff has been

deprived, due to the misconduct of defendants , of a reasonable consideration of the agreed price

or fair value in exchange for the property’s conveyance. Such as it is in this case, where the

defendant’s haven’t paid anything for the title conveyance although the bogus quit-claims state

for priced received. Furthermore, thereafter plaintiff had fraudulently obtained the title of interest

they not only acted in horrific bad faith, but egregiously looted the equity contained in the

properties.

In order for plaintiff to establish it was defendant’s intention to give them tile to his properties it

must be determined from the deed or other writing used to effectuate the transfer of the property.

However, a resulting trust arises by operation of law. This is when defendant as a grantor makes

a disposition of property under circumstances that raise an inference that either he intended that

the plaintiff as grantee have the beneficial interest in the property, or not without performing the

agreed compensation.

5
Rather, than what the courts have gone by, just being based upon plaintiff’s claims that it was

defendant’s intention to convey his property to them to share in its equity. Yet they have never

shown any supportive evidence of performance outside of making abstract claims devoid of any

specifics. However, real property law says in id. § 81A.04 [i]:

“A Deed Is Not a Contract and Does Not Require Consideration to Be Valid : The
common law deed based on a covenant to stand seised was specifically adapted to permit
the conveyance of land as a gift. . .However, such a deed was limited to conveyances to
persons who were related to the grantor by blood or affinity.”

Essentially, defendants’ evidence of proof, outside of their bogus declarations, has been

restricted to the May 27th agreement and the LCCs that sprung out from it. Yet, for some reason

yet to be explained the courts have substituted this unconscionable agreement to wanting to see

the recorded instruments to determine which party has quiet title. Not to mention the fact that the

Norwalk Housing Court does not fell it is relevant that defendants paid no money for having

50% title. Then turned a blind eye to the fact defendants claimed to own 100% of defendants

home to give them the jurisdiction to demand use & occupancy.

On the other hand, plaintiff’s inference is that defendants holds statutory possession of his

property as a result of unlawful misconduct and misuse of the agreement. Since when in fact it

was never plaintiff’s intention to convey his properties without first being paid the three or four

million as was agreed. This is implied as a material fact from the character of the transaction and

the accompanying facts and circumstances. Since, the only declaration of intention by defendant

was by the May 27th agreement for plaintiff to buy his properties in two and one half years. Then

6
embodied within the numerous, inappropriate and unreasonable terms, particular to this unique

agreement, built upon an exclusive right to purchase for 2 & ½ years, is the 50% conveyance.

Not to mention that the other benefit for plaintiff being given the exclusive right to buy the

properties for one million less than what it could be flipped over. In addition, if someone else

buys the property the agreement entitled plaintiff to receive $500,000. Yet, exclusive options to

buy are usually only issued for three to six months and require putting up a significant non-

refundable deposit, and are general offered when the market is flat; not when the market for real

estate is rapidly increasing in price, as it was in 2004 for high-end properties.

Consequently, the 50% conveyance appears as just another one sided concession defendant

agreed to as a prerequisite to plaintiffs’ performance of buying the property; or to allow the

property to be sold to an outsider for four million. Consequently, on face the agreement appears

that defendant didn’t know what he was signing, as was the case because he was manipulated to

sign it without reading it first. Not surprising, the agreement was significantly different than what

was agreed as an intentional plan of plaintiff to cheat defendant.

Yet, plaintiff’s option to buy the property has lapsed over three years ago. Consequently

according to contract law, since that point in time when plaintiffs breached their promise to buy

the property means that plaintiff could by operation of law, have the instruments of title revert

back from the LLCs to give him exclusive clear title. (However, plaintiff’s lawyers neglected to

inform him of appropriate legal options available because they consistently acted to support

defendants’ agenda to defraud plaintiff).

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Since the good faith performance extended by defendant is defacto subjected to a summary

dissolution upon injunctive relief requested in State Court. While, the only reason why this was

not expediently achieved was due to defendant’s past four lawyers not wanting to accomplish

this task, due to them being chronically dishonest and having a hidden agenda.

“Proof of the grantor's intent to create a trust is always a necessary element of proof for
establishment of either an express trust or a resulting trust, while evidence of intent is not
required for the imposition of a constructive trust because the latter is primarily based on
allegations of breach of a confidential relationship, fraud, and unjust enrichment on the
part of the grantee.” (74 Am. Jur.POF3d. pg 363. )

“Upon proof of the existence of a trust relationship between the grantor and grantee of
real property, either expressly or by operation of law, 1 the grantee, as trustee, is bound by
duty to carry out the trust, to act with good faith, and to use due care and diligence.2 The
first of these duties requires the trustee to administer the trust in strict compliance with its
terms, according to the intent of the trustor, insofar as it is valid and not impossible to
perform.3 (74 Am. Jur.POF3d. pg 365).

“The second duty placed on a trustee requires him to act honestly and with undivided
loyalty to the trust—to act solely in the interest of the trust and its beneficiary and to
refrain from any personal traffic in or private use of trust property or funds without the
beneficiary's express consent.4 The third duty obligates the trustee to exercise due care,
diligence, and skill in carrying out the trust, which means he must act with the care and
diligence of an ordinarily prudent man in the conduct of his private affairs under similar
circumstances.5 (74 Am. Jur.POF3d. pg 365).

1See §§ 8 to 14 for a complete discussion of establishment of trust by operation of law.

2As to the duties of a trustee, generally, see Am. Jur. 2d, Trusts §§ 365 to 396.
3See Am. Jur. 2d, Trusts §§ 374 to 378.
4See Am. Jur. 2d, Trusts §§ 379 to 389.
5See Am. Jur. 2d, Trusts §§ 390 to 396.
8
 “A failure on the part of the trustee to comply with and carry out the terms of a trust, on
the ground that the grantor did not intend to create a trust of his property in the first place,
certainly constitutes a breach of one or more of the duties summarized above, provided
the basis for a trust is sufficiently proved. Such a breach gives rise to a liability on the
part of the trustee for any injury sustained by the trust and the beneficiary, and it gives the
beneficiary a cause of action for the losses suffered. 6 Breach of trust also places liability
on any third persons who participated with the trustee with actual or constructive
knowledge that he was not fulfilling a duty owed to the beneficiary. 7 (74 Am. Jur.POF3d.
pg 365).

“A beneficiary seeking to prove the existence of a trust and to hold the trustee liable for
his breach of duty often has two or more remedies available for pursuit, most of which
are equitable in nature.8 For example, a trust beneficiary can maintain a suit to compel the
trustee to perform his duty; to enjoin the trustee from committing a breach of trust; to
compel the trustee to redress a breach of trust; to appoint a receiver to take possession of
the trust and administer the trust; or to remove the trustee.” (74 Am. Jur.POF3d. pg 365).

“The proper and necessary parties to proceedings involving trusts are determined largely
by the rules governing the proper and necessary parties in other kinds of actions and
proceedings, particularly those of an equitable nature.9 The trustee is an essential party to
any suit or proceeding involving the disposition of trust property or funds, 10 and the
beneficiary is ordinarily the proper party to enforce the trustee's liability. 11 Under proper
circumstances, an asserted beneficiary may be permitted to intervene in litigation
between his trustee and another person where the fruits of the litigation are, or at least
involve, the trust res.” (74 Am. Jur.POF3d. pg 366).

6See Am. Jur. 2d, Trusts § 366.

7See Am. Jur. 2d, Trusts § 373.
8See §§ 18 to 22 for a complete discussion of remedies.
9"See Am. Jur. 2d, Trusts § 672.
10See, for example, Watts v. Watts, 151 Kan. 125, 98 P.2d 125 (1940).
11See Am. Jur. 2d, Trusts § 673.
9
 “Once the grantor makes a conveyance of real property, such as by delivery of a deed, a
presumption arises that the grantee is entitled to the use and enjoyment of the property as
its legal owner. This presumption must be overcome by evidence not only that the grantor
intended to create a trust when the property was transferred, 12 but also that the grantor
manifested that intention in some positive way.13 The intention to create a trust must be
determined from the deed or other writing used to effectuate the transfer of the property.
When the language of the instrument fails to indicate a clear intention to create an
express trust, such intention may be ascertained by other objective manifestations of
intent, such as the facts and circumstances surrounding the transfer and the relationship of
the parties; however, such an inference must be made with reasonable certainty.14 (74
Am. Jur.POF3d. 353 pgs. )

Whereby, the facts and circumstances are totally devoid of any indication, such as a written

statement that it was defendants’ intention to convey half of ownership to plaintiff. In fact,

Pecunies in his sworn testimony stated the first time he ever met defendant was on May 27 th to

sign the agreement and that defendant never met the other plaintiff, Authur K. Watson, Jr. Thus,

they can’t now claim the conveyance was due to fond affection to justify defendant’s motivation

to hand to them, without compensation expected, two million dollars of property.

Another issue is the ‘color of title’ indicated by the conflict contained in all of plaintiff’s

evidence of record. This is with the conflict created by the LLC’s filed with the State, with the

12See §§ 6, 7 for a complete discussion of grantor's intent to create express trust.

13See § 7 for a complete discussion of manifestation of grantor's intent to create express trust.
14See § 7 for a complete discussion of facts and circumstances permitting inference of intent to
create express trust.
[Section 4]
1
See, for example, Kinghorn v. Hughes, 297 Ark. 364, 761 S.W.2d 930 (1988); Sacre v. Sacre,
143 Me. 80, 55 A.2d 592, 173 A.L.R. 1261 (1947); Matter of Estate of Binder, 386 N.W.2d 910
(N.D. 1986); Hall v. Pierce, 210 Or. 98, 307 P.2d 292, 65 A.L.R.2d 316 (1957).
2
See Am. Jur. 2d, Trusts § 702. 3See Am. Jur. 2d, Trusts § 688.
10
May 27th agreement, entered into evidence by plaintiff as an instrument attesting to their

ownership, and all their self-contradicting statements.

Yet, what most stands out most is when the Norwalk Court was told that plaintiff owned 100%

of the property where defendant had lived for 23 years they accepted this as a material fact. Since

the court denied defendants January 29th motion to vacate the “Use & Occupancy,” based on

them obtaining it as a product of a false claim. Since their 100% ownership claim is contradicted

by the May 27th agreement that they stand upon as validating their claim of paramount title.

In effect, plaintiffs’ claim of 100% ownership was impeached by their only evidence that they

ever presented to any court to establish their ownership. This was the May 27 th agreement that

attested to 50% ownership and a promise to buy the property for 3 million by November 2006, or

for it to be sold to four million to an outsider. Consequently, this court went by whatever plaintiff

wanted them to rule even if it was refuted by their own evidence of record. Something is very

wrong with this picture.

§ 3 Grantor's establishment of express trust .15 (74 Am. Jur.POF3d., pg 366)

“A grantor of real property who would like the grantee to hold the property in trust, either
for the benefit of the grantor, or for another beneficiary, and who would like to ensure
that his wishes are carried out, should execute formal documents,' ordinarily with the
assistance of legal counsel, which clearly express the grantor's intent to create a trust, 16
and which do-scribe the terms of that trust in full. 17 In the absence of such formal
15See § 7 for a complete discussion of facts and circumstances permitting inference of intent to
create express trust.
16[Section 3]
1
As to the creation and validity of express trusts, generally, see Am. Jul 2d, Trusts §§ 20 to 34.
As to the settlor's intent to create an express trust, see Am. .Jur, Mil, Trusts §§ 35, 64 to 67.
17As to the nature, form, and sufficiency of the writing used to create an express trust, see Am. Jur. 2d, Trusts §§ 68 to
81.
11
 writings, disputes may arise over whether the grantor intended to set up a trust or do
something else, such as make a gift or transfer the property absolutely.

“Without a definite statement of intent to establish a trust, if the grantee denies the
status of a trustee and claims to own the property outright, the grantor or intended
beneficiary may be forced to file suit to establish and enforce the alleged trust.18 Once
the grantor makes a conveyance of real property, such as by delivery of a deed, a
presumption arises that the grantee is entitled to the use and enjoyment of the property as
its legal owner. This presumption must be overcome by evidence not only that the grantor
intended to create a trust when the property was transferred, 19 but also that the grantor
manifested that intention in some positive way.20 The intention to create a trust must be
determined from the deed or other writing used to effectuate the transfer of the property.21
When the language of the instrument fails to indicate a clear intention to create an
express trust, such intention may be ascertained by other objective manifestations of
intent, such as the facts and circumstances surrounding the transfer and the relationship of
the parties; however, such an inference must be made with reasonable certainty.22

§ 4 Burden of proof as to express trust

“As a rule, the burden of proving the existence of an express trust is on the party asserting its
existence,1 and such proof must clearly and satisfactorily show the existence of the trust and
its requisite elements.2 In an action brought by a beneficiary charging breach of trust, the
beneficiary bears the burden to prove in what respects the trustee breached that duty. 3 After
the beneficiary has met his burden on a breach of trust claim, the burden then shifts to the
18See § 2 for a complete discussion of actions to enforce trusts.
19See §§ 6, 7 for a complete discussion of grantor's intent to create express trust.
20See § 7 for a complete discussion of manifestation of grantor's intent to create express trust.
21As the construction of writings used to create express trusts, generally, see Am. Jur. 2d, Trusts §§ 35 to
45.
22See § 7 for a complete discussion of facts and circumstances permitting inference of intent to create
express trust.
[Section 4]
1
See, for example, Kinghorn v. Hughes, 297 Ark. 364, 761 S.W.2d 930 (1988); Sacre v. Sacre, 143 Me.
80, 55 A.2d 592, 173 A.L.R. 1261 (1947); Matter of Estate of Binder, 386 N.W.2d 910 (N.D. 1986); Hall
v. Pierce, 210 Or. 98, 307 P.2d 292, 65 A.L.R.2d 316 (1957).
2
See Am. Jur. 2d, Trusts § 702.
3
See Am. Jur. 2d, Trusts § 688.

12
 trustee to justify its actions. The trustee must show the use of due care, diligence, and skill
with respect to trust investments. In short, the trustee must prove it acted with the utmost good
faith toward the beneficiary and made full disclosure of all facts related to the transactions at
issue.23

“When a question arises as to the fairness of a transaction between the trustee and the
beneficiary of the trust, the trustee has the burden of establishing the fairness thereof. 24 Where
the trustee seeks to escape liability for a breach of trust o r improper act, transaction, or
omission in the administration of the trust, on the ground of the consent or approval of the
beneficiary to such act, transaction, or omission, he has the burden of proof on the issue. 25
However, the burden of proof of incompetence of a beneficiary to assent, or waive his
objection, to a n impropriety by the trustee in the administration of a trust in on him, the one
asserting the incompetence.26

§ 7 Manifestation of grantor's intent

“To create an express trust there must not only be an intent to create an express trust, 1 but also
a clear manifestation of such intent.2 In this regard, the use of formal words is not required to
create a trust; all that is required is that a manifest intention be found that another person shall
have the benefit of the property in question.3

“The settlor's intent to create a trust must be manifested by external, objective expressions, 27 such
as written or spoken language, or conduct;28 the settlor's subjective thoughts and beliefs are not

23See, for example, Van de Kamp v. Bank of America, 204 Cal. App, M«| 819, 251 Cal. Rptr. 530 (2d
Dist. 1988).
24See, for example, In re Estate of Kaminski, 200 111. App. 3d 309, 146 HI Dec. 179, 558 N.E.2d 142
(1st Dist. 1990); Wood v. Honeyman, 178 Or. 4H4, 169 P.2d 131, 171 A.L.R. 587 (1946).
25See Beneficiary's consent to, acquiescence in, or ratification of, truntWif improper allocation or
distribution of assets, 29 A.L.R. 2d 1034.
26See, for example, In re Harper's Estate, 98 Mont. 356, 40 P.2d 51

27See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983); Stern v. J. Nichols Produce
Co., Inc., 486 A.2d 84 (D.C. 1984); Brooks v. Ramsey County Community Human Services Dept., 405
N.W.2d 432 (Minn. Ct. App. 1987).
28See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983); Cabaniss v. Cabaniss, 464
A.2d 87 (D.C. 1983).

13
relevant.29 The manifestation of intent must be definite and particular 30 —as frequently stated, it
must be made with "reasonable certainty."31 Reasonable certainty basically means that the
external manifestation, when reasonably construed in light of all the surrounding facts, must be
sufficiently clear to indicate the necessary elements of the trust. 32 The external manifestation
must also permit reasonable inferences as to the specifics necessary to implement and administer
the trust.33 Among the extrinsic circumstances and evidentiary factors cited by the courts as
pertinent to a determination of a settlor's intention to create a trust are:
1. The imperative, as distinguished from precatory, nature of the words used by the
settlor to create the trust;34
2. The definiteness of the trust property;
3. The certainty of the identity of the trust beneficiary;
4. The relationship between and financial positions of the parties;
5. The motives which may reasonably be supposed to have influenced the settlor in
making the disposition; and
6. Whether the results reached in construing the transaction as a trust would be such as a
person in the situation of the settlor would naturally desire to produce.35

“While no particular form of words or phrases is required or essential to manifest an intention

to create an express trust,36 the intent must nevertheless be apparent,37 and thus the use of

29See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983).
30See, for example, DeMello v. Home Escrow, Inc., 4 Haw. App. 41, 659 P.2d 759 (1983).
31See, for example, Shumway v. Shumway, 141 Kan. 835, 44 P.2d 247 (1935); Morin v. Mapston, 217
Mont. 403, 705 P.2d 118 (1985); Matter of Estate of Binder, 386 N.W.2d 910 (N.D. 1986).
32See Am. Jur. 2d, Trusts § 65.
33See, for example, Matter of Estate of Binder, 386 N.W.2d 910 (N.D 1986).
34See, for example, Bosworth v. Kilbourn, 304 Ky. 628, 201 S.W.2d 9 0 I (1947) (stating that if a trust is
intended, it is far better, and less difficulty will ensue, if the testator employs mandatory words rather than
precatotv words).
As to inferences of intent to create a trust from precatory words, see Am Jur. 2d, Trusts §§ 79 to 81.
35See, for example, Cabaniss v. Cabaniss, 464 A.2d 87 (D.C. 1983). See also In re Estate of Tuthill, 754
A.2d 272 (D.C. 2000) Jordan v. Jordan, 155 Me. 5, 150 A.2d 763 (1959)
36See, for example, McGhee v. Bank of America, 60 Cal. App. 3d 442, 131 Cal. Rptr. 482 (1st Dist.
1976); Bishop and Diocese of Colorado v. Mote, 716 P.2d 85 (Colo. 1986); Cabaniss v. Cabaniss, 464
A.2d 87 (D.C. 1983); Rugo v. Rugo, 325 Mass. 612, 91 N.E.2d 826 (1950); Burns v. Bastien, 1935 OK
886, 174 Okla. 40, 50 P.2d 377 (1935); Warner v. Burlington Federal Sav. & Loan Ass'n, 114 Vt. 463, 49
A.2d 93, 168 A.L.R. 1265 (1946).
37See, for example, Hardgrove v. Hardgrove, 240 Md. 634, 215 A.2d 183 (1965).
14
 technical words may be advisable to indicate such intent. 38 Thus, while the intention to create a
trust may be, and usually is, manifested by the trustor's employment of express or explicit
language,39 the requirement that it clearly appear from the instrument that creation of a trust
was intended, will be satisfied as long as the instrument as a whole reflects the intent to
establish a trust.40

When the language of a writing fails to clearly indicate an intention to create an express
trust, such intention may be inferred from other objective manifestations of intent, such as
from things which a trustor has said or done, from the facts and circumstances surrounding the
transaction and the relationship of the parties. 41 Thus, the intent to create a trust may be
inferred from language, conduct, or circumstances.42 Nevertheless, a manifestation of intent by
inference must be made with reasonable certainty; clear, explicit, definite, unequivocal, and
unambiguous language or conduct establishing the intent to create a trust is required.43

“An inference of intention to create a trust may be made generally from any manner of writing
or writings, from writings in connection with other circumstances proper to be considered, 44
from oral statements exclusively,
when considered in light of the parties' conduct demonstrates a clear intent create a trust is a
factual issue properly determined by the trier of fact.”45

38As to the form of words or phrases in a trust instrument as affecting the validity or creation of the trust,
generally, see Am. Jur. 2d, Trusts § 77.
39See, for example, Shumway v. Shumway, 141 Kan. 835, 44 P.2d 247 (1935).
40See, for example, Succession of Stoneman, 490 So. 2d 333 (La. Ct. App. 1st Cir. 1986).
41See, for example, In re Estate of Tuthill, 754 A.2d 272 (D.C. 2000); Shumway v. Shumway, 141 Kan.
835, 44 P.2d 247 (1935); Piatt v. Huegel, 326 Mo. 776, 32 S.W.2d 605 (1930).
See also Nicholas v. Nicholas, 110 Cal. App. 2d 349, 242 P.2d 679 (2d Dist. 1952)
42See Am. Jur. 2d, Trusts § 77.
43See, for example, Bishop and Diocese of Colorado v. Mote, 716 P.2d 85 (Colo. 1986).
44See, In re Estate of Curry, 98 Wash. App. 107, 988 P.2d 505 (Div. 2 1999)
45"See,, Golleher v. Horton, 148 Ariz. 537, 715 P.2d 1225 (Ct. App. Div. 1 1985).
15
 “Although the mere presence of the words "trust" and "trustee" is not determinative of an
intention to create a trust,46 neither are such words irrelevant or to be accorded no weight. 47 In
some circumstances, inferences that a trust has been intended may arise from the use of
precatory words.48 While notice to a beneficiary is not essential to the creation of a valid
trust,49 it nevertheless may be a mode of executing an intention to create one. 50

§ 8 Trusts established by operation of law

“Under proper circumstances, a court may decree a so-called "trust by operation of law" as a
means of providing a remedy for a trust beneficiary whose trustee has failed to carry out the
terms of the trust.51 There are two types of trusts that may be imposed by operation of law—
resulting trusts and constructive trusts.52 Resulting and constructive trusts are both remedial
devices employed to determine existing legal and equitable rights and interests in property.53
The facts giving rise to either a resulting or constructive trust in themselves give rise to a
cause of action, equitable in nature, to declare and enforce the trust.54

§ 9 Resulting trusts

A resulting trust arises by operation of law when a person makes a disposition of property
under circumstances that raise an inference that he does not intend that the transferee have the
beneficial interest in the property.55 Since the person who holds the property is not entitled to

46See, for example, Walton v. City of Red Bluff, 2 Cal. App. 4th 117, 3 Cal. Rptr. 2d 275 (3d Dist.
1991).
47See, for example, Tyson v. Henry, 133 N.C. App. 415, 514 S.E.2d 564 (1999); Buchanan v. Century
Federal Sav. and Loan Ass'n of Pittsburgh, 374 Pa. Super. 1, 542 A.2d 117 (1988).
48See, for example, Jordan v. Jordan, 155 Me. 5, 150 A.2d 763 (1959)
See also Am. Jur. 2d, Trusts §§ 79 to 81.
49 See Am. Jur. 2d, Trusts § 54.
50 See Am. Jur. 2d, Trusts § 54.
51See Am. Jur. 2d, Trusts §§ 159, 160.
52As to resulting trusts, see Am. Jur. 2d, Trusts §§ 166 to 199. As to constructive trusts, see Am. Jur. 2d,
Trusts §§ 200 to 239.
53See Am. Jur. 2d, Trusts §§ 159 to 165.
54See Am. Jur. 2d, Trusts § 666.
55See, for example, Meekins v. Box, 152 N.C. App. 379, 567 S.E.2d 422 (2002); Masgai v. Masgai, 460
Pa. 453, 333 A.2d 861 (1975); Fenderson v. Fenderson, 454 Pa. Super. 412, 685 A.2d 600 (1996). See
also Am. Jur. 2d, Trusts § 166.

16
 the beneficial interest, the beneficial interest springs back or results to the person who made
the disposition, or to his estate, and the person holding the property holds it upon a resulting
trust for him or his estate.56 Unlike a constructive trust,57 intent is always an element of a
resulting trust.58 Unlike an express trust,59 the inference that the person who holds title to the
property was not intended to also have the beneficial interest is implied from the distinctions
between resulting trusts and constructive trusts.8

§ 1 0 Constructive trusts

“A constructive trust, also known as, involuntary trust or implied trust, arises against one who,
by actual or constructive fraud, by duress or abuse of confidence, by commission of wrong, or by
some other form of unconscionable conduct, has obtained or holds legal title to property which in
equity and good conscience he ought not to hold and enjoy. 60 It is substantially a remedy against
unjust enrichment,61 and it is raised by equity where property has been acquired by fraud, or
where, although originally acquired without fraud, it is against equity that it should be retained
by the person holding it.”62

“The situations in which a constructive trust will be declared are practically unlimited, including
the acquisition by fraud of legal title to property to which another has a better right; the
acquisition of property by abuse of confidence; 63 and the acquisition of property on a
misrepresentation as to the person or property on a misrepresentation as to the person or purpose
for which it is withheld. 64
[Section 7]
1
See § 6 for a complete discussion of grantor's intent to create express trust.
2
See, for example, Stern v. J. Nichols Produce Co., Inc., 486 A.2d 84 (D.C. 1984); DeMello v.
Home Escrow, Inc., 4 Haw. App. 41, 659 P.2d 759 (1983); Frazier v. Hudson, 279 Ky. 334, 130

56See, for example, Watson Truck & Supply Co., Inc. v. Males, 111 N.M. 57, 801 P.2d 639 (1990).
57See § 10 for a discussion of constructive trusts.
58See § 13 for a complete discussion of grantor's intent to create resulting trust.
59See §§ 6, 7 for a complete discussion of grantor's intent to create express trust.
60See Am. Jur. 2d, Trusts §§ 200, 201.
61See Am. Jur. 2d, Trusts § 205.
62See Am. Jur. 2d, Trusts § 211.
63See, Estate of Campbell, 1997 ME 212, 704 A.2d 329 (Me. 1997)
64See, Estate of Campbell, 1997 ME 212, 704 A.2d 329 (Me. 1997)
17
S.W.2d 809, 123 A.L.R. 1331 (1939); Davis v. National Bank of Tulsa, 1960 OK 151, 353 P.2d
482 (Okla. 1960).
See also Am. Jur. 2d, Trusts § 65.
3
See, for example, Odum v. Henry, 254 Ga. 739, 334 S.E.2d 304(1985).
See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983); Stern v. J. Nichols
Produce Co., Inc., 486 A.2d 84 (D.C. 1984); Brooks v. Ramsey County Community Human
Services Dept., 405 N.W.2d 432 (Minn. Ct. App. 1987).
See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983); Cabaniss v. Cabaniss,
464 A.2d 87 (D.C. 1983).
See, for example, Matter of Estate of Daniels, 665 P.2d 594 (Colo. 1983).
See, for example, DeMello v. Home Escrow, Inc., 4 Haw. App. 41, 659 P.2d 759 (1983).
See, for example, Shumway v. Shumway, 141 Kan. 835, 44 P.2d 247 (1935); Morin v. Mapston,
217 Mont. 403, 705 P.2d 118 (1985); Matter of Estate of Binder, 386 N.W.2d 910 (N.D. 1986).
See Am. Jur. 2d, Trusts § 65.
See, for example, Matter of Estate of Binder, 386 N.W.2d 910 (N.D 1986).
See, for example, Bosworth v. Kilbourn, 304 Ky. 628, 201 S.W.2d 90 I (1947) (stating that if a
trust is intended, it is far better, and less difficulty will ensue, if the testator employs mandatory
words rather than precatotv words).
As to inferences of intent to create a trust from precatory words, see Am Jur. 2d, Trusts §§ 79 to
81.

See Am. Jur. 2d, Trusts § 70.

See § 5 for a complete discussion of admissibility of parol evidence of express trust.
"See, for example, Bishop and Diocese of Colorado v. Mote, 716 P.2d 85 (Colo. 1986).
See, for example, Thatcher v. Conway, 296 S.W.2d 790 (Tex. Civ. App. Beaumont 1956).
"See, for example, Golleher v. Horton, 148 Ariz. 537, 715 P.2d 1225 (Ct. App. Div. 1 1985).
See, for example, Walton v. City of Red Bluff, 2 Cal. App. 4th 117, 3 Cal. Rptr. 2d 275 (3d Dist.
1991).
See, for example, Tyson v. Henry, 133 N.C. App. 415, 514 S.E.2d 564 (1999); Buchanan v.
Century Federal Sav. and Loan Ass'n of Pittsburgh, 374 Pa. Super. 1, 542 A.2d 117 (1988).
See, for example, Jordan v. Jordan, 155 Me. 5, 150 A.2d 763 (1959)
See also Am. Jur. 2d, Trusts §§ 79 to 81.
See Am. Jur. 2d, Trusts § 54.

[Section 8]

See Am. Jur. 2d, Trusts §§ 159, 160.

As to resulting trusts, see Am. Jur. 2d, Trusts §§ 166 to 199. As to constructive trusts, see Am.
Jur. 2d, Trusts §§ 200 to 239.
See Am. Jur. 2d, Trusts §§ 159 to 165.
See Am. Jur. 2d, Trusts § 666.

18