Corporate Succession.

Byline: Derek Hawkins

WI Court of Appeals District I

Case Name: The Greater Milwaukee Foundation v. American Company of Irish Dance, et al.

Case No.: 2018AP1294

Officials: Brash, P.J., Dugan and Gundrum, JJ.

Focus: Corporate Succession

American Company of Irish Dance (American) appeals an order in which the trial court declared a successor organization to the Trinity Irish Dance Company (Trinity I). Trinity I was the beneficiary of a fund established by the Bill Borchert Larson Revocable Living Trust (Trust) and administered by the Greater Milwaukee Foundation (Foundation). The Trust stated that the Foundation was to make distributions to Trinity I from the fund as long as Trinity I was in compliance with certain requirements set forth in the Trust. The Trust further provided that a successor organization to Trinity I would be eligible to receive distributions from the fund as well, as long as that successor organization also complied with the requirements of the Trust.

In 2014, after a legal dispute between the Board of Directors and one of the founders, Trinity I changed its name to American. American continued to make claims for distributions from the fund under its new name. However, another dance companyalso named Trinity Irish Dance Company, and started by the founder of Trinity I involved in the legal dispute (Trinity II)began making claims to the fund as well. The Foundation filed a petition with the trial court seeking construction of the Trust and a declaratory judgment as to whether American or Trinity II was the "successor organization" to Trinity I under the Trust.

The trial court held that Trinity II was the successor organization to Trinity I. The court considered extrinsic evidencein particular, testimony received at a court trialto determine the...