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  • Pascal

Money Talks. Dead Men Don't.

After almost 3 years of working on the deal, tomorrow (Tuesday) is the Public Hearing and Final Vote for the Annexation and Rezoning of land for the Wool Hawk project (Facebook Data Center). It is unusual for the City Council to hold a public hearing the same day as the Second Reading (final vote), but they do it this way sometimes. This meeting will happen electronically by zoom and not in person.

Three years seems like a long time, why so long? At a recent City Council meeting, Mayor Paige Brown said "a lot of this property was tied up in a trust, which is why it took so long to kind of navigate this whole process, to be able to accommodate it". A few different people have told me now about a trust being broken for this project. I was curious, can you break a trust or a will in Tennessee? Well, apparently it is possible.

It's a bit complicated, but here are the facts: According to the Last Will and Testament of William Hardin Guthrie dated May 3, 1943, his land in Sumner County (369 acres) were left in a trust to be set up and named "The William Hardin and Mary Anderson Memorial Foundation" . This land was to be used for agricultural purposes. When the last remaining heir died, the original trustee, Third National Bank in Nashville was to hold the land in trust for the University of Tennessee, which was permitted to use the land for agricultural experimentation. If the UT did not accept the benefit of using the land, the Trustee was instructed to hold the land in trust for Sumner County to use for agricultural experimentation. If Sumner County did not accept the benefit of using the land, the Trustee was instructed to hold the land in trust for the Gallatin First Methodist Church, the net income from the land would be given annually to the church for the specific use of educational, charitable or religious purposes.

Since 2016, the last remaining heir has been seeking permission to sell the property, asking the UT, Sumner County, and the Church to relinquish their rights to the property. The UT was not willing to disclaim its interest in the property, but did state that if Sumner County and the Church believed that the sale of the property would benefit the community of Gallatin, and if they received fair market value for the land, they would use the funds in a manner closely assimilated with the original will, that is, to enhance agricultural research per the donor’s wishes.

In 2017, the County Commission voted to relinquish its interest in the trust (now held by Independence Trust Company, successor trustee of the William Harden Guthrie Residuary Trust), for the economic development opportunity known at the time as "Project Skillet". The intent was for the UT to receive full value of the property, they take the money and acquire another piece of property for the same intent. The church would receive some compensation, the last remaining heir would receive some compensation. Sumner County would receive property taxes. The vote was: 15 Yes, 4 No, and 4 Abstain.

In 2019, a Nonjudicial Settlement Agreement and Purchase and Sale Agreement was signed by the new trustee, Argent Trust Company; all beneficiaries; and the Attorney General. (Basically, they stated there was ambiguity in the will as to whether or not the land could be sold, so they resolved the ambiguity by doing some legal trickery, dividing the trust so that they could make a new trust, the property could be transferred to the new trustee, they could do the settlement agreement, and the attorney general could sign off on it and everyone could get their money.)

The original will did not allow for a settlement agreement, did not allow for the outright sale and distribution of the proceeds to the beneficiaries. It did allow for changing investments, for the sale of property, to reinvest the money in other property or investments, with the original intention of the estate and investments continuing to be held in trust. This is the "ambiguous" part of the will, but it is not ambiguous. It is clear when not taken out of context.

The settlement agreement states:

"Whereas, Woolhawk LLC, a Delaware limited liability company (“Buyer”),

has offered to purchase the Real Property"

"the Trustee and Beneficiaries believe the purchase price offered by Buyer for the Real Property, as set forth in the Purchase Agreement, is in excess of the current fair market value of the Real Property"

" the Trustee and Beneficiaries believe the Testator did not anticipate the development of the area surrounding the Real Property, nor that it would be possible to sell the Real Property at a price which exceeds the Real Property’s fair market value and, therefore, the Testator did not anticipate that a

distribution of the sales proceeds would be more beneficial to, and would be a more efficient way of advancing, the Testator’s charitable intent of furthering agricultural experimentation by the University, as compared to retaining the sale proceeds in the Trust"

The document is basically a primer in how to break a trust. It is disheartening to say the least, that it is possible break the charitable trust of someone. I guess if there is enough money involved ($4.8 million for 369 acres), it is fair to say, "Where there is a will, there is a way…to break it."

There are some things in life (or death) that are sacred and this is one of them. This is a line I would never cross. No amount of money should be used to change the purpose and goal of any individual, even more when that purpose is clearly stated in their last will.

It is shameful that the name, the will and the legacy of William Hardin Guthrie just got erased from our history.

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