In re Estate of Wayne L. Ryan, deceased.
Steven Ryan, Personal Representative of the Estate of Wayne L. Ryan, deceased, appellee. Shadow Ridge Limited Partnership, a Nebraska limited partnership, appellant,
Motions to Dismiss: Pleadings: Appeal and
Error. An appellate court reviews a trial
court's order granting a motion to dismiss de novo,
accepting all allegations in the complaint as true and
drawing all reasonable inferences in favor of the nonmoving
Motions to Dismiss: Pleadings. A motion to
dismiss for failure to state a claim tests the legal
sufficiency of the complaint, not the claim's substantive
___.To prevail against a motion to dismiss for failure to
state a claim, a plaintiff must allege sufficient facts,
accepted as true, to state a claim to relief that is
plausible on its face.
Decedents' Estates: Claims: Time. The
Nebraska Probate Code requires that all claims, whether
absolute or contingent, be presented within certain time
periods or be barred against the estate.
Actions: Charities: Contracts:
Consideration. An action on a note given to a
church, college, or other like institution, upon the faith of
which money has been expended or obligations incurred,
generally cannot be successfully defended on the ground of
lack of consideration.
Charities: Contracts: Intent. Charitable
subscriptions often serve the public interest by enabling
projects which otherwise could not occur and are thus
construed, if reasonably possible, to support recovery.
Contracts: Estoppel. Recovery on a theory of
promissory estoppel is based upon the principle that
injustice can be avoided only by enforcement of a promise.
Forbearance: Estoppel. Under the doctrine of
promissory estoppel, a promise which the promisor should
reasonably expect to induce action [302 Neb. 822] or
forbearance is binding if injustice can be avoided only by
enforcement of the promise.
Estoppel. Under Nebraska law, the doctrine
of promissory estoppel does not require that the promise
giving rise to the cause of action must meet the requirements
of an offer that would ripen into a contract if accepted by
from the County Court for Douglas County: Lawrence E.
M. Locher and Kevin J. Dostal, of Locher, Pavelka, Dostal,
Braddy & Hammes, L.L.C., for appellant.
A. Jensen and Kamron T.M. Hasan, of Husch Blackwell, L.L.P.,
and William J. Lindsay, Jr., and John A. Svoboda, of Gross
&Welch, PC, L.L.O., for appellee.
Heavican, C.J., Cassel, Stacy, Funke, Papik, and Freudenberg,
decedent's probate proceeding, a golf course partnership
sought to enforce a claim based upon an unfulfilled pledge
agreement, relying alternatively upon contract and promissory
estoppel theories. The probate court dismissed both theories
for failure to state a claim. Because the partnership is not
a charitable, educational, or like institution, it failed to
state a claim based on contract. But because it alleged
having expended substantial funds in reliance upon the
pledge- which must be accepted as true-it stated a claim
based upon promissory estoppel. We affirm in part, and in
part reverse and remand for further proceedings.
Agreement In 2016, Wayne L. Ryan entered into a written
"Pledge Agreement" with Shadow Ridge Limited
Partnership, a [302 Neb. 823] Nebraska limited partnership
(Shadow Ridge). The signature block identified Ryan as
"Donor" and Shadow Ridge as "Donee."
According to the agreement, Ryan would make a total gift of
$20 million so that Shadow Ridge could make improvements to
the golf course it operated. In the agreement. Ryan stated
that he had resided along the golf course for 23 years and
had "great pride and affection" for it. His intent
in providing funds, as stated in the agreement, was to
"develop the golf course into one of the top-rated golf
courses in the entire Midwest" and to make it
"become a significant asset to the City of Omaha in much
the same manner as the Omaha Henry Doorly Zoo, the TD
Ameritrade Ball Park and other similar civic improvements
which attract people to visit and reside in the City of
to the pledge agreement, "[Ryan] has discussed a number
of improvements which [Shadow Ridge] would like to make to
the Shadow Ridge Golf Course in order to provide the
underwriting that is appropriate to meet the goals and
objectives generally set forth in this Pledge
Agreement." The improvements were set forth in an
attachment to the pledge agreement and were incorporated by
reference. The 11-page attachment detailed $12.5 million in
capital improvements. Because recognizing Ryan's
contributions would "be paramount to this
endeavor," Shadow Ridge would construct and name a golf
performance center after Ryan and place a bronze statue in
Ryan's honor at the first tee.
pledge agreement stated that "in consideration of the
foregoing Recitals and the mutual promises hereinafter set
forth, [Ryan] hereby agrees to provide the gratuitous
transfers hereinafter described . . ., subject to the
conditions set forth in paragraph 3 below." Paragraph 3,
titled "Conditions," stated that the intended
transfers were "specifically subject to" two
conditions. One condition was the resolution of specified
litigation in Sarpy County, Nebraska, and the eventual sale
of the stock or assets of "Streck, Inc.," to an
independent third party for fair value. The other condition
was the [302 Neb. 824] agreement of Shadow Ridge "to pay
the anticipated transfer taxes attributable to the transfers
contemplated by this Pledge Agreement (gift taxes reportable
on IRS Forms 709) so that the practical result of the
intended transfers is that they will be properly
characterized as a net gift for federal gift tax
died in 2017. Shadow Ridge filed a statement of claim against
the estate of Wayne L. Ryan (estate) for the $20 million
pledge agreement. The claim disclosed that payment was
contingent on the resolution of the Sarpy County case. The
estate denied the claim.
Ridge filed a petition for allowance of claim and attached
the pledge agreement. According to the petition. Ryan
"enjoyed 'Founding Membership' status with
Shadow Ridge at the time of the execution of the Pledge
Agreement.'' Shadow Ridge alleged that in reliance
upon Ryan's pledge, it had incurred expenses in beginning
improvements specified in the agreement. It claimed that the
pledge agreement was an enforceable obligation that was
binding against the estate. Alternatively, Shadow Ridge
alleged that the petition should be granted under a
promissory estoppel theory. Shadow Ridge conceded that the
contingency in the pledge agreement concerning the Sarpy
County case had not occurred, but asserted that it would
likely occur prior to the distribution of the estate.
estate moved to dismiss the petition for failure to state a
claim. The probate court thereafter dismissed the petition
with prejudice, finding that the petition failed to state a
claim upon which relief may be granted and that no future
amendments to the petition would be successful. The
court's order stated: "The conclusion of the . . .
litigation in Sarpy County is a prerequisite before the
intended gifts could be made by . . . Ryan. [He] has died and
no gifts were made to [Shadow Ridge] before his death."
Ridge filed a timely appeal, and we granted the estate's
petition to bypass review by the Nebraska Court of Appeals.
Ridge assigns that the court erred in dismissing its contract
claim based upon the pledge agreement and in dismissing its