DETROIT – Ralph C. Wilson Jr.’s last will and testament leaves no clues about the late Buffalo Bills owner’s intentions regarding the sale of the team.
Instead, Wilson’s will – filed in Wayne County Probate Court last month and obtained by The Buffalo News this week – leaves all the important details of his estate to a trust agreement that, under Michigan law, is not public.
“All the meat is actually in that trust,” said Daniel S. Hoops, a Michigan attorney who specializes in estate planning, who reviewed Wilson’s will at the request of The Buffalo News.
Estate lawyers in Michigan and Buffalo said that there is nothing unusual in how Wilson, a lifelong resident of the Detroit area who died at 95 on March 25, structured his affairs. They said that most wealthy people plan their estates the exact same way, leaving their assets in the hands of a trust in order to maintain privacy.
But the legal structure Wilson set up leaves a huge question unanswered:
Did the Bills founder – whose loyalty to Buffalo was legendary – plan his estate to include a provision encouraging or even requiring the trust that now controls the team to sell it to an owner who would agree to keep it in Buffalo?
We may never know the answer to that question, even if Wilson’s estate sells the Bills to an owner who vows that the team will remain in Buffalo for decades to come.
That’s because, in most cases in Michigan and elsewhere, trusts remain private, whereas wills are public documents.
Wilson’s will has been a matter of great interest among Bills fans and others awaiting the sale of the National Football League team.
Preliminary bids for the Bills were due at the team’s investment banking firm Tuesday, and at least three entities – Buffalo Sabres owner Terry Pegula, Manhattan developer Donald J. Trump and a Toronto group fronted by rocker Jon Bon Jovi – are known to have put in offers. Trump and Pegula have been told that they have been approved to move on to the next round and the others are expected to receive the same approval.
Much remains unknown about those bids. In fact, while news reports have pegged Pegula’s offer as high as $1.3 billion, two sources deeply plugged into the Bills sale process said Thursday that every bid number that has been reported so far is wrong.
Wilson’s will does little to shed any more light on the sales process.
“It is what is called a pour-over will,” in which the writer of the will creates a trust that assumes control of all his or her assets upon death, said David H. Alexander, an estate attorney with Gross Shuman Brizdle & Gilfillan in Buffalo.
Several estate attorneys contacted by The Buffalo News said such wills are what they recommend for wealthy clients who don’t want their finances spilled out publicly.
“It’s usually done for purposes of confidentiality,” Alexander said.
But Hoops, who serves as chairman of the Accounting and Taxation Department at Walsh College near Detroit, said trusts became more popular among the wealthy after the 1977 death of rock legend Elvis Presley, who didn’t set one up – and whose will became a big news story as a result. “He had his whole estate laid out in his will,” Hoops said.
Wilson did anything but that.
The key provision of his will says: “I give my residuary estate, real and personal, to the then-acting trustees under the Ralph C. Wilson Jr. Amended and Restated Trust Agreement Dated September 20, 1978, that I have amended and restated contemporaneously with the signature of this will, to be disposed of as provided in that Trust Agreement, including any amendments to it signed after today.”
Previous media reports have indicated that the four trustees now in charge of the estate are Wilson’s widow, Mary Wilson; Mary Owen, Bills executive vice president of strategic planning; Jeffrey C. Littmann, Bills chief financial officer; and Detroit-based attorney Eugene Driker.
The will names Wilson, Littmann and Driker as “personal co-representatives” of Wilson’s estate, and says that if any of those three cannot serve in that role, Owen – Wilson’s niece – will do so. The will also gives the personal co-representatives the right to sell property out of Wilson’s estate. Mary Wilson, Littmann and Driker did not respond to requests for comment. Neither did Robert E. Kass, the Detroit attorney who filed Wilson’s will in Probate Court.
While leaving Wilson’s estate in the hands of a trust, the will does not offer any specifics about the legal nature of the trust, or whether it is a charitable trust. That makes a big difference, Michigan lawyers said, because a noncharitable trust is not required to sell its assets to the highest bidder. That would mean Wilson – who kept the Bills in Buffalo for decades when it might have been more lucrative for him to move the team – hypothetically could have included a provision in his trust agreement that specifies that the Bills could only be sold to an owner who would keep the team in Buffalo.
Such a provision would be meaningless, however, if it were a charitable trust. Under Michigan law, trustees of a charitable trust have a duty to sell assets to the highest bidder – and the state can intervene if they do not.
Early signs, though, indicate that Wilson’s trust may not be charitable. The name spelled out in the will – “The Ralph C. Wilson Jr. Amended and Restated Trust Agreement Dated September 20, 1978” – does not include any language that would indicate that it’s a charity of any kind.
Moreover, no charitable trust including Wilson’s name was listed as of Thursday on the online registry of such organizations at the Michigan Attorney General’s Office, where, by law, such charitable trusts are required to register.
It is possible that a Wilson charitable trust will file the property documents in the future, or that they already have been filed but not yet shown up in the attorney general’s online system, said Linda A. Wasserman of Honigman Miller Schwartz and Cohn LLP, a leading Detroit law firm.
But it’s also possible that the trust serves dual purposes, with some of its proceeds going to Wilson’s family and the rest going to charity, Alexander said. Other parts of the will detail the arrangements for paying the death taxes, and while such language is standard, he said, they may be a reason why the Bills are set to be sold so quickly after Wilson’s death.
“Estate taxes are due nine months from the date of death,” making them due for Wilson’s estate in December, Alexander said.
What’s more, the Wall Street Journal reported in June that Wilson’s estate had sold four of his prized works of art for a total of $35.6 million. That, Alexander said, could be a sign that Wilson’s estates is in the mode of selling assets quickly for tax reasons.
The will’s other significant provision is that Wilson’s remains be cremated and that his ashes placed in an urn for burial between the graves of his parents at Elmwood Cemetery in Detroit.
News Sports Reporter Tim Graham contributed to this report. email: firstname.lastname@example.org