IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

KATHRYN MENNEN, SARAH
MENNEN, AL_EXANDRA MENNEN,
SHA_WN MENNEN, and JOHN
l\/TENNEN,

Plaintiffs,
v. C.A. No. 8432-VCL

WILMINGTON TRUST COMPANY,
a Delaware cor oration GEORGE
JE_FP MENNE , and FiDUCIARY
TRUST INTERNATIONAL OF
DELAWARE, m its eapacit as the
cor orate trustee of the TR ST

ES ABLISHED BY GEORGE S.
MENNEN FOR THE BENEFIT OF
GEORGE JEFF MENNEN u/a/d/

1 1/25/1970, a Delaware trust,

Defendants.

REPORT PURSUANT TO
DELAWARE SUPREME COURT RULE 19(c)

WHEREAS:

A. On March 22, 2013, plaintiffs Kathryn Mennen, Sarah Mennen,
Alexandra Mennen, ShaWn Mennen, and John Mennen filed a complaint in the
Delaware Court of Chaneery naming as defendants Wilmington Trust Company,
George Jeff Mennen (“Jeff Mennen”), and the Trust established by George S.
Mennen for the benefit of George Jeff Mennen and his issue by agreement dated

Novernber 25, 1970 (the “J eff Mennen Trust”).

B. On July 25, 2013, OWen Roberts, then the individual trustee of the
Jeff Mennen Trust, Was substituted as a defendant in place of the Jeff Mennen
Trust.

C. On November l, 2013, Roberts moved for summary judgment on the
claims against the J eff Mennen Trust.

D. On January l7, 2014, the Honorable Abigail M. LeGroW of the
Superior Court of the State of Delaware, then serving as a Master in Chancery,
issued a draft report Which recommended that this court grant Roberts’ motion for
summary judgment

E. Trial took place before then-Master LeGroW on February 12-14, 2014.

F. On December 8, 2014, then-Master LeGrow issued a draft report on
the merits.

G. On April 24, 2015, after considering the plaintiffs’ exceptions to her
drafts, then-Master LeGroW issued (i) a final report on the motion for summary
judgment and (ii) a final report on the merits. The Delaware Supreme Court has
referred to the final report on the motion for summary judgment as the “Spendthrift
Ruling.”

H. On April 27, 2015, then-Master LeGroW issued a revised final report

on the merits (the “Merits Report”).

I. On June 10, 2015, this court entered an order holding that the
plaintiffs’ exceptions to the Spendthrift Ruling Were untimely and adopting the
Spendthrift Ruling as a decision of this court. The Delaware Supreme Court has
referred to this order as the “Stril<e Order.”

J. On August 18, 2015, this court entered an order adopting the Merits
Report as a decision of this court.

K. On December 8, 2015, this court entered its Order and Final
Judgment. The plaintiffs appealed and the defendants cross appealed.

L. By opinion dated October ll, 2016, the Delaware Supreme Court
reversed the Strike Order. Pursuant to Rule 19(0), the high court remanded the
matter and instructed this court “to consider the merits of the Beneficiaries’
exceptions to the Master’s Spendthrift Ruling.” Mennen v. Fia'uciary Trust lnt’l of
Delaware, --- A.3d ---. 2016 WL 5933966, at*l (Del. Oct. ll, 2016). Pursuant to
Supreme Court Rule 19(0), the Delavvare Supreme Court retained jurisdiction to
consider the implications of this court’s report. The Delaware Supreme Court
“impose[d] no specific time period for the Court of Chancery to act, recognizing
that this matter involves issues important to the parties, is no longer expedited, and
that briefing before the Court of Chancery should occur before its ruling, and
trusting the Court of Chancery to address the case With its usual concern for

promptness.” ]a’. at *5.

M. On remand, the parties briefed the plaintiffs’ exceptions to the
Spendthrift Ruling, and oral argument Was held on February 7, 2017.

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Spendthrift Ruling is subject to de novo review. DiGiacobbe v.
Sestak, 743 A.2d 180, 184 (Del. 1999).

2. This court has considered carefully the exceptions raised by the
plaintiffs in their briefs and during argument The court also has considered
carefully the analysis set forth in the Spendthrift Ruling.

3. The Spendthrift Ruling deals thoroughly With the issues. lt addresses
at least two questions of first impression for Delaware, one of Which carries With it
potential implications for the Court of Chancery’s jurisdiction under the
Constitution of 1897, and another Which appears to be an issue of first impression
not only for Delaware but nationwide l Would like to think that l could improve on
then-Master LeGroW’s decision, but l know that I cannot.

4. “Believing the Master to have dealt With the issues in a proper manner
and having articulated the reasons for her decision Well, there is no need for me to
repeat her analysis.” In re Era’mcm, 2011 WL 2191680, at *1 (Del. Ch. May 26,
2011) (Strine, V.C.). l therefore “adopt her analysis as Written.” Id. See Tinley v.
Pleasanton, 2002 WL 272347, 791 A.Zd 751 (Del. 2002) (ORDER) (“The Court

has determined that the judgment of the Court of Chancery should be affirmed on

the basis of, and for the reasons set forth in, the Master’s Well-reasoned report

dated May 16, 2001, as adopted by the Court of Chancery on September 13,

2001.”).

   
 

 

‘--'_-Yice Chane lor J.Travi Laster
Dat"ed: Februal 7, 2017

