IN THE CIRCUIT COURT FOR BALTIMORE COUNTY

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LOUIS F. ANGELOS, :

Plaintiff, : Case No. C-03-CV-22-002262

v.
:
JOHN P. ANGELOS, et al.,
:
Defendants.
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MEMORANDUM OF LAW IN SUPPORT OF

MOTION FOR PARTIAL SUMMARY JUDGMENT AS TO COUNT I

Louis F. Angelos, by his attorneys, Jeffrey E. Nusinov, Paul D. Raschke and Nusinov Smith

LLP, submits this Memorandum of Law in support of his Motion for Partial Summary Judgment as

to Count I of the Complaint.

I. INTRODUCTION

Peter G. Angelos (“Peter”), the prominent Baltimore attorney, fell seriously ill in 2017.

Although surgery repaired his damaged heart, he experienced a profound mental decline in the wake

of the surgery that left him unable to manage his affairs. Before losing his competence, Peter signed

estate planning documents designed to ensure that his two sons, Louis F. Angelos (“Lou”) and John

P. Angelos (“John”) would share equally in his estate and in decision-making.

Things have not gone according to Peter’s plan. John has been working assiduously for an

extended period to exclude his brother and to seize complete control of Peter’s business empire.

John’s multi-faceted attack is the subject of the Complaint in the present matter and the related trust

action captioned as In re Peter G. Angelos Revocable Trust, Case No. C-03-CV-22-002265, Circuit

Court for Baltimore County.

 The present motion focuses on a single, discrete facet of the attack on Peter’s estate plan,

namely a purported “First Amendment” and “Second Amendment” to his revocable trust. Lou seeks

partial summary judgment declaring these “amendments” to be void and unenforceable. The

language of the “amendments” is undisputed and the law invalidating these purported “amendments”

is clear, emphatic and indisputable. An early ruling on this issue will simplify the proceedings and

enhance judicial economy. Accordingly, Plaintiff respectfully requests that the Court grant his

motion and enter partial summary judgment with respect to Count I of the Complaint.

II. FACTS

On October 31, 2017, Peter executed a revocable trust, the Peter G. Angelos Revocable Trust

Agreement (“Trust”) and named his wife, Georgia, and sons, Lou and John, co-trustees. See Ex. 1.

At the time, he also executed a General Power of Attorney and a Maryland Statutory Form Personal

Financial Power of Attorney. See Exs. 2 & 3. His intent was to ensure that his sons would share

equally in decision-making and in the distribution of his estate. By mid-2018, Peter’s health had

deteriorated to the extent where he was no longer competent to execute legal documents. As a

practical matter, therefore, his estate plan became fixed and unalterable. His revocable trust became

irrevocable.

After Peter became ill, the family solicited the assistance of North Carolina attorney Chris

Jones. Peter had previously used Jones, but had become dissatisfied with his representation and, in

October 2017, turned to Baltimore attorney Michael Stanley to draft his final estate plan. However,

in the period after Peter lost competency, the family relied on Jones for legal advice and planning.

Among other things, Jones prepared additional estate planning documents purporting to modify

Stanley’s estate plan. On August 9, 2019, Jones arranged for the Angelos brothers’ execution, as

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Peter’s attorneys-in-fact, of a purported “First Amendment to Revocable Trust.” See Ex. 4. Lou’s

understanding of the First Amendment, as related to him by Jones, was that it was needed to satisfy

certain requirements imposed by Major League Baseball (“MLB”) and that it would make it possible

for Georgia to minimize taxes by creating additional trusts for Lou and John, or their descendants.

However, this is a nakedly misleading characterization of the First Amendment. If valid and

enforceable, the First Amendment would authorize Georgia to obliterate Peter’s estate plan and

replace it with one of her own.

The First Amendment appears to accomplish this patently prohibited deception by granting

Georgia a power of appointment enabling her to redirect, at her death, the distribution of assets Peter

intended in trust. The following chart tracks in italics the changes Jones made to accomplish this

subterfuge:

[intentionally left blank]

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 Comparison of Peter’s Trust to Jones’ Unauthorized Amendments

Peter’s Genuine § 4.04 (C) Chris Jones’ Spurious § 4.04(C)

Upon the death of the Settlor’s spouse, this trust Upon the death of the Settlor’s spouse, this trust
shall terminate, and all the undistributed income shall terminate, and all the undistributed income
therefrom, including income accrued prior to the therefrom, including income accrued prior to the
death of the Settlor’s spouse, shall be paid over death of the Settlor’s spouse, shall be paid over
and distributed to the estate of the Settlor’s and distributed to the estate of the Settlor’s
spouse. [] Thereafter, the entire remaining spouse. [] Thereafter, the Trustee shall distribute
principal of this Marital Trust shall be divided by all or so much of the balance of the remaining
the Trustee into such a number of equal shares so principal of this Marital Trust A to any one or
that one such equal share shall be paid over and more of the Settlor’s descendants and/or one or
delivered to each child of the Settlor who is then more charitable organizations … either outright
living … or in trust, in such manner and proportions as
the Settlor’s spouse may have appointed by her
last Will or codicil …. If any part of the balance of
the remaining principal of this Marital Trust A
has not been effectively appointed by the Settlor’s
spouse in accordance with her testamentary
limited power of appointment, then the balance of
the remaining principal of this Marital Trust A
shall be divided by the Trustee into such a
number of equal shares so that one such equal
share shall be set aside for each child of the
Settlor who is then living …

Peter’s Genuine § 5.04(C) Chris Jones’ Spurious § 5.04(C)

Upon the death of the Settlor’s spouse, this trust Upon the death of the Settlor’s spouse, this trust
shall terminate, and all the undistributed income shall terminate, and all the undistributed income
therefrom, including income accrued prior to the therefrom, including income accrued prior to the
death of the Settlor’s spouse, shall be paid over death of the Settlor’s spouse, shall be paid over
and distributed to the estate of the Settlor’s and distributed to the estate of the Settlor’s
spouse. [] Thereafter, the entire remaining spouse. [] Thereafter, the Trustee shall distribute
principal of this Marital Trust B shall be divided all or so much of the balance of the remaining
by the Trustee into such a number of equal principal of this Marital Trust B to any one or
shares so that one such equal share shall be more of the Settlor’s descendants and/or one or
paid over and delivered to each child of the more charitable organizations … either outright
Settlor who is then living … or in trust, in such manner and proportions as
the Settlor’s spouse may have appointed by her
last Will or codicil …. If any part of the balance of
the remaining principal of this Marital Trust B
has not been effectively appointed by the Settlor’s
spouse in accordance with her testamentary
limited power of appointment, then the balance of
the remaining principal of this Marital Trust B
shall be divided by the Trustee into such a
number of equal shares so that one such equal
share shall be set aside for each child of the
Settlor who is then living ….

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 In short, under the First Amendment, trust assets that, at Georgia’s death, would have been

divided equally between John and Lou, would instead be distributed to “any one or more of the

Settlor’s descendants and/or one or more charitable organizations” designated by Georgia. This

means, for example, that rather than distribute the estate evenly, as Peter intended, Georgia could

distribute the bulk or all of the assets to John, or to charity, and distribute little or even nothing to

Lou. If enforceable, the First Amendment would substitute Georgia’s testamentary wishes for those

of her husband. When attorney Jones presented the First Amendment to Lou for his signature,1 he

omitted to highlight, much less explain, this remarkable change.

Jones also omitted to explain an equally significant fact: namely, that Peter’s sons had no

authority to amend his Trust. Neither the Powers of Attorney nor the Trust authorize Peter’s agents

to amend his Trust. The Maryland Trust Act mandates that any amendment be explicitly authorized.

The First Amendment was therefore void ab initio.

Having purported to “amend” the Trust once, Jones saw fit to “amend” it once again.

Accordingly, on October 29, 2020, he had Georgia execute, as Peter’s agent, a Second Amendment

to the Trust. See Ex. 6. For the same reason that the First Amendment is void, the Second

Amendment is void and unenforceable – namely, Georgia is utterly without authority, as Peter’s

agent or otherwise, to rewrite his estate plan.

1
Jones did not ask Georgia to sign the First Amendment as Peter’s attorney-in-fact. Peter’s
General Power of Attorney provides that “I constitute and appoint my spouse, Georgia K. Angelos,
to be my attorney-in-fact to act for me, in my name, and in my place,” and further that, “[i]n the
event that my spouse, Georgia K. Angelos, for any reason shall fail to act or continue as my
attorney-in-fact, I constitute and appoint my son, John Angelos and my son, Louis Angelos, acting
jointly or separately, to act as my attorney-in-fact.” However, asserting that Georgia suffered from
a conflict of interest, Jones had Georgia sign a Release of Powers Under Power of Attorney, see Ex.
5, and submitted the First Amendment to Lou and John for execution in her stead.

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III. ARGUMENT

A. Maryland’s Trust Act Permits The Amendment Of A Trust By

An Agent Only To The Extent Expressly Authorized By The
Trust And The Power Of Attorney.

The Maryland Trust Act specifies the circumstances under which a revocable trust can be

amended. MD. CODE ANN., EST. & TRUSTS, § 14.5-602(c) provides that the settlor may revoke or

amend a trust as follows:

Revocation or amendment to revocable trust

(c) The settlor may revoke or amend a revocable trust:

(1) By substantially complying with a method to revoke

or amend the trust provided in the terms of the trust;
or

(2) If the terms of the trust do not provide a method to

revoke or amend the trust or the method provided in
the terms of the trust is not expressly made exclusive,
by:

(i) A later will or codicil that expressly

refers to the trust or specifically
devises property that would have
passed otherwise according to the
terms of the trust; or

(ii) Another method manifesting clear and

convincing evidence of the intent of
the settlor.

The Trust Act further specifies the limited circumstances under which an agent acting under a power

of attorney may revoke or amend a trust. MD. CODE ANN., EST. & TRUSTS, § 14.5-602(e) provides:

The powers of a settlor with respect to revocation, amendment, or distribution of trust

property may be exercised by an agent under a power of attorney only to the extent
expressly authorized by the terms of the trust and the power of attorney.

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(Emphasis added.) This provision of the Maryland Trust Act reflects the “general weight of authority

suggest[ing] that the power to create, modify, or revoke a trust is personal and non-delegable to an

attorney-in-fact unless expressly granted in the power-of-attorney.” Stafford v. Crane, 382 F.3d

1175, 1183 (10th Cir. 2004). Because the statute is phrased in the conjunctive, the agent’s authority

must be expressly authorized in both the trust agreement and the power of attorney.

B. The First And Second Amendments To The Revocable Trust

Were Void Ab Initio Because Mr. Angelos’ Agents Lacked
Express Authority For Their Execution.

As demonstrated above, MD. CODE ANN., EST. & TRUSTS § 14.5-602(e) stipulates that an

agent operating pursuant to a power of attorney can modify a trust agreement only if both the power

of attorney and trust agreement explicitly grant the agent that power. In the case at bar, neither

instrument provides explicit authority sufficient to satisfy the statutory mandate.

The General Power of attorney is silent with respect to this subject. The explicit powers in

the General Power of Attorney are silent with respect to estate planning and administration. See Ex.

2, §§ 3.02-3.18. Similarly, the Maryland Statutory Form Personal Financial Power of Attorney that

Peter executed on October 31, 2017 contains no explicit authority for the amendment of the Trust

by an agent acting under the power of attorney. See Ex. 3.

Powers of attorney are strictly construed. King v. Bankerd, 303 Md. 98, 105-06 (1985)

(power of attorney strictly construed and court held that attorney was not authorized under a power

of attorney to make a gift of owner’s property); Klein v. Weiss, 284 Md. 36, 61 (1978) (“That a

power of attorney will be strictly construed as a general rule and held to grant only those powers

which are clearly delineated is well settled”); Figgins v. Cochrane, 403 Md. 392 (2008) (citing King

v. Bankerd with approval; daughter’s transfer of property to herself for no consideration was held

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invalid). Accordingly, a Maryland court will not find express authority in the absence of clear

language calculated to convey such authority. As powers of attorney must be strictly construed, the

power to amend a trust cannot be read into either of these documents.2

As for the revocable trust, it specifies that an amendment must be made by the settlor:

1.03. The Settlor may at any time by a duly executed written instrument alter or
amend this Trust in any manner, provided that the duties and responsibilities of any
Trustee shall not be increased without the written consent of such Trustee. The
Settlor may at any time by a duly executed written instrument revoke this Trust in
whole or in part, in which event any and all trust property covered by such revocation
shall revert to the Settlor, free of trust.

See Ex. 1. The Trust contains absolutely no language that can be construed as granting an agent the

power to amend or alter it. A word search of the Trust reveals that the terms “agent,” “power of

attorney,” and “attorney-in-fact” do not even appear in the agreement. In short, the Trust does not

authorize an agent to amend its terms. This can only be done by Peter Angelos himself and, because

he is no longer competent, his Trust is insusceptible of amendment, revocation or alteration. It is

fixed, permanent and irrevocable.

Where an agent acting under a power of attorney exceeds his authority by purporting to

modify a trust, the amendment is void ab initio. See, e.g., Stafford v. Crane, 382 F.3d 1175, 1183

(10th Cir. 2004) (holding that sister “lacked the authority as attorney-in-fact to create a trust on

beneficiary’s behalf, making the Trust void ab initio”); Barbetti v. Stempniewicz, 490 Mass. 98, 113,

2022 Mass. LEXIS 295, 2022 WL 2309984 (2022) (“[b]ecause the power of attorney did not grant

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Even if the authority to amend were included in a power of attorney, it is not a given that
the authority would remain available to an agent where, as in the case at bar, the settlor has ceased
to be competent. As at least one court has observed, such a power might conflict with statutory
requirements that the settlor of a trust be competent. See Barbetti v. Stempniewicz, 490 Mass. 98,
114, 2022 Mass. LEXIS 295, 2022 WL 2309984, at *27 (2022).

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[the agent] the authority to create the Lubov Trust as Lubov’s attorney-in-fact, any trust he purported

to create as Lubov’s attorney-in-fact, including the Lubov Trust, is void ab initio”); Murie v. Bulloch

(In re Bulloch), 2018 UT App 121, at P18-19, 428 P.3d 43, 48 (Utah App. 2018) (court held that

where there was “no language in the Power of Attorney directly and explicitly conferring upon [the

agent] the power to modify the Trust,” the purported “Second Amendment was void as a matter of

law”); Schmidt v. Bolich (In re Jameison), 2000 MT 190, 300 Mont. 418, 424, 8 P.3d 83, 87 (2000)

(“[t]he Power of Attorney does not specifically grant the authority to create a trust, reflect [the

decedent’s] intent to create a trust, or even mention a trust [and] transfer of [decedent’s] property to

[agent] as trustee for purposes of creating a trust [was] not warranted”); Kotsch v. Kotsch, 608 So.

2d 879, 881 (Fla. 2d DCA 1992) (holding that agent “had no power to convey legal title to himself

as trustee” and therefore “[a]ny conveyance that exceeds the scope of the agent’s authority is void”);

Matter of Goetz, 8 Misc. 3d 200, 203-06, 793 N.Y.S.2d 318, 321-22 (N.Y. Surr. 2005) (holding that

“second amendment to the Goetz Family Trust is declared to be void and of no effect” where trust

did not “explicitly confer” authority to amend on agent); In re Estate of Edler, No. 41-12-0465, 2014

Pa. Dist. & Cnty. Dec. LEXIS 296, at *8-9, 36 Pa. D. & C.5th 19, 27 (Ct. Cmmn. Pl. Feb. 12, 2014)

(“[s]ince explicit language [authorizing agent to create trust] is noticeably absent from the power of

attorney in this case, the creation of an irrevocable trust which divested [decedent] of the corpus of

all her assets was a legal nullity”).

The amendments are therefore void and a legal nullity. Plaintiff respectfully submits that the

Court should enter an order declaring the First and Second Amendments void and unenforceable.

CONCLUSION

For the foregoing reasons, Plaintiff, Louis F. Angelos, asks that his motion be granted and

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that partial summary judgment be entered declaring the First and Second Amendments to the Peter

G. Angelos Revocable Trust Agreement to be void ab initio.

Respectfully submitted,

/s/ Jeffrey E. Nusinov

Jeffrey E. Nusinov, Attorney #0012130148
jnusinov@nusinovsmith.com
Paul D. Raschke, Attorney #8206010028
praschke@nusinovsmith.com
NUSINOV SMITH LLP
6225 Smith Avenue, Suite 200B
Baltimore, Maryland 21209
(410) 554-3600
(410) 554-3636 (facsimile)

Attorneys for Plaintiff

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 CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on the 25th day of July, 2022, a copy of the foregoing Memorandum

was served electronically via the MDEC system, on:

Jeffrey E. Gordon, Esquire Christopher M. Loveland, Esquire

jgordon@omm.com cloveland@sheppardmullin.com
O’Melveny & Myers LLP Sheppard Mullin Richter &
1625 Eye Street, NW Hampton LLP
Washington, D.C. 20006 2099 Pennsylvania Avenue, N.W.
Suite 100
Daniel M. Petrocelli, Esquire Washington, D.C. 20006
dpetrocelli@omm.com
Megan K. Smith, Esquire Adam F. Streisand, Esquire
megansmith@omm.com astreisand@sheppardmullin.com
O’Melveny & Myers LLP Meghan K. McCormick, Esquire
1999 Avenue of the Stars, Suite 800 mmccormick@sheppardmullin.com
Los Angeles, CA 90067 Kendal E. Fletcher, Esquire
kfletcher@sheppardmullin.com
Steven D. Silverman, Esquire Sheppard Mullin Richter & Hampton LLP
ssilverman@silvermanthompson.com 1901 Avenue of the Stars, Suite 1600
William N. Sinclair, Esquire Los Angeles, CA 90067
bsinclair@silvermanthompson.com
Edward P. Parent, Esquire Jeffrey M. Lenkov, Esquire
nparent@silvermanthompson.com jml@mnningllp.com
Silverman Thompson Slutkin Manning & Kass, Ellrod, Ramirez, Trester LLP
White, LLC 801 South Figueroa Street, 15th Floor
400 E. Pratt Street, Suite 900 Los Angelos, CA 90017
Baltimore, MD 21202
Attorneys for Defendant Georgia K. Angelos
Attorneys for Defendant John P.
Angelos

/s/ Jeffrey E. Nusinov

Jeffrey E. Nusinov

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