SCARLETT NORRIS ADAMS, AS TRUSTEE OF THE SCARLETT NORRIS ADAMS REVOCABLE TRUST, DATED APRIL 9, 2013, Appellant/Cross-Respondent v. ELIZA LAMM, Respondent/Cross-Appellant

In Division

SCARLETT NORRIS ADAMS, AS TRUSTEE OF THE SCARLETT NORRIS ADAMS REVOCABLE TRUST, DATED APRIL 9, 2013, Appellant/Cross-Respondent, v. ELIZA LAMM, Respondent/Cross-Appellant.

No. SD38729 and SD38730 Consolidated

APPEAL FROM THE CIRCUIT COURT OF STODDARD COUNTY Honorable Bradley D. Jarrell, Judge JUDGMENT VACATED AND CASE REMANDED Appellant/Cross-Respondent Scarlett Norris Adams appeals the trial court's failure to award attorney fees in the underlying partition action. Eliza Lamm ("Lamm"), Respondent/Cross-Appellant, appeals the trial court's dismissal of her counterclaims. Finding that the trial court erred by looking beyond the pleadings and making an inappropriate finding of fact when ruling on a motion to dismiss and by determining that Missouri lacked subject matter jurisdiction, we vacate the trial court's order dismissing

2 Lamm's counterclaims, vacate all subsequent actions of the trial court in the case, and remand the matter for further proceedings consistent with this opinion. Factual Background 1

Our discussion of the facts is limited to the trial court's order dismissing Lamm's counterclaims, including the trial court's finding that it lacked jurisdiction. We summarize only the facts relevant to these findings. Scarlett Norris Adams, as Trustee of the Scarlett Norris Adams Revocable Trust Dated April 9, 2013, ("Adams") filed the underlying suit seeking partition of certain real property located in Stoddard County (the "Property"). Adams claimed one half-interest in the Property and alleged that Lamm owned the other half-interest in the Property. Lamm filed amended counterclaims in two counts. In her first count, Lamm sought a judgment quieting title to the Property in her as the owner of the entire Property in fee simple. In her second count, Lamm sought damages for lost rents and other sums she claims Adams wrongly collected and held by improperly claiming a half-interest in

1 We recite the facts as we are required to view them. In reviewing a trial court ruling on a Rule 55.27(a) motion to dismiss, the "facts" for purposes of our review are the well-pled averments of fact in the dismissed [counterclaim]. The averments "are assumed true and construed in favor of the [counterclaimant]. If the [counterclaim] sets forth any set of facts that, if proven, would entitle the [counterclaimant] to relief, then the [counterclaim] states a claim," and the motion to dismiss must be denied. Underwood v. Kahala, LLC, 554 S.W.3d 485, 493 (Mo.App. S.D. 2018) (citation modified) (quoting Ward v. West Cnty. Motor Co., Inc., 403 S.W.3d 82, 84 (Mo. banc 2013)). We recite other facts only as necessary for context. Id.

3 the Property and its proceeds since 2012. Lamm supported her amended counterclaims with copies of trust documents and deeds and the sworn declaration of a California trust and probate attorney. Lamm averred that her mother, Selene Walters Lamm ("Selene") inherited a half-interest in the Property from Selene's father, then inherited the other half- interest from a trust created by Selene's brother and his wife. Lamm claimed that she then inherited the entire Property at Selene's death, citing to documents in the probate division of the Stoddard County Circuit Court and records of the Stoddard County Recorder of Deeds. Adams moved to dismiss the amended counterclaims, attempting to characterize them as a trust contest that was barred by the statute of limitations; asserting that Lamm lacked standing to challenge the trust; and claiming that the trial court lacked subject matter jurisdiction 2 and venue. At the hearing of Adams' motion to dismiss Lamm's amended counterclaims, the parties argued about whether the trial court had subject matter jurisdiction over the counterclaims. Adams asserted that the counterclaims were essentially a trust contest, but the trust and its amendments were created and executed in California. Thus, Adams contended, jurisdiction and venue lie solely in California; not Missouri. Adams further argued that the Missouri statute of limitations regarding a trust challenge had expired. Lamm argued that jurisdiction and venue did lie in Stoddard County, Missouri, because the Property is located there. On March 29, 2023, the trial judge entered the following order:

2 Adams' counsel acknowledged at oral argument that Adams was challenging subject matter jurisdiction; not personal jurisdiction.

4 After careful consideration of the pleadings in this matter the Court finds that there was one trust, which was subsequently amended. The Court lacks jurisdiction to entertain a trust dispute in this matter, therefore, the Plaintiff's Motion to Dismiss the Defendant's Counterclaim[s] is hereby granted. Parties may request trial setting to take up remaining matters at their discretion.

A bench trial on the partition action was held on June 22, 2023. The trial court entered an interlocutory judgment on August 29, 2023, finding that Adams and Lamm "each own a life estate in an undivided 1/2 interest in the Property as tenants in common." The trial court appointed commissioners to determine whether the land could be divided without prejudice to the parties, and set the matter for hearing on the commissioners' report. The commissioners determined that the Property could not be divided without prejudice. The trial court ordered an appraisal of the Property, notifying the parties that after the appraisal they may elect to purchase the Property "by depositing into the Court's registry one-half of the fair market value of the [P]roperty." Adams filed notice of election to purchase and deposited $1,065,000 into the trial court's registry. The record does not indicate that Lamm elected to purchase, nor that she deposited monies into the trial court's registry. The trial court entered judgment declaring Adams the fee simple owner of the entire Property and awarding Lamm the $1,065,000 that Adams had deposited into the trial court's registry. In her sole point relied on, Adams claims that the trial court erred in not awarding her attorney fees, as required by statute.

5 Lamm cross-appeals, raising two points. First, Lamm asserts that the trial court erred in granting Adams' motion to dismiss by looking beyond the pleadings and making a finding of fact without converting the motion to dismiss to a motion for summary judgment and giving the required notice. Second, Lamm argues that the "Save the Family Farm Act," §§ 528.700-528.750, 3 precluded the court's sale of the Property. Legal Standards Our standard of review is governed by Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976). Reagan v. Bramlett, 658 S.W.3d 242, 245 (Mo.App. W.D. 2022). We must affirm the judgment "unless there is no substantial evidence to support it, unless it is against the weight of the evidence, unless it erroneously declares the law, or unless it erroneously applies the law." Id. (quoting Murphy, 536 S.W.2d at 32). Actions to Quiet Title "A suit to quiet title is a special statutory action to adjudge the respective estates, titles[,] and interests of several claimants to land[.]" Sharp v. Crawford, 313 S.W.3d 193, 199 (Mo.App. S.D. 2010) (quoting McCord v. Gates, 159 S.W.3d 369, 374 (Mo.App. W.D. 2004)). Section 527.150 states: 4

1. Any person claiming any title, estate or interest in real property, whether

the same be legal or equitable, certain or contingent, present or in reversion, or remainder, whether in possession or not, may institute an action against any person or persons having or claiming to have any title, estate or interest in such property, whether in possession or not, to ascertain and determine the estate, title and interest of said parties, respectively, in such real estate,

3 RSMo (Cum. Supp. 2020). 4 Unless otherwise indicated, all statutory citations are to RSMo (2016).

6 and to define and adjudge by its judgment or decree the title, estate and interest of the parties severally in and to such real property.

1. And upon the trial of such cause, if same be asked for in the pleadings of

either party, the court may hear and finally determine any and all rights, claims, interest, liens and demands, whatsoever of the parties, or of any one of them, concerning or affecting said real property, and may award full and complete relief, whether legal or equitable, to the several parties, and to each of them, as fully and with the same force and effect as the court might or could in any other or different action brought by the parties, or any one of them, to enforce any such right, claim, interest, lien or demand, and the judgment or decree of the court when so rendered shall be as effectual between the parties thereto as if rendered in any other, different or separate action prosecuted therefor. When each party to a quiet title action claims title against the opposing party, each party bears the burden to prove superior title over their adversary. Sharp, 313 S.W.3d at

1. Each claimant must demonstrate the strength of their own title and not merely rely

upon the weaknesses in their opponent's title. Id. A party bringing a quiet title action need not establish title superior to all the world, but is only required to prove that their title prevails over their opponent's. Id. Motions to Dismiss We review the grant of a motion to dismiss de novo. Lynch v. Lynch, 260 S.W.3d 834, 836 (Mo. banc 2008), as modified on denial of reh'g (Aug. 26, 2008). A motion to dismiss "tests only the adequacy of the petitioner's claim." Conoyer v. Kuhl, 562 S.W.3d 393, 397 (Mo.App. E.D. 2018). In deciding a motion to dismiss, both this court and the trial court are prohibited from looking to any evidence beyond the pleadings or determining on the merits whether the petitioner is entitled to relief. Id.; Weems v. Montgomery, 126 S.W.3d 479, 485 (Mo.App. W.D. 2004). The court must construe the

7 pleadings liberally, accepting as true all averments in the petition and all reasonable inferences from those averments that favor the petitioner's pleadings. Weems, 126 S.W.3d at 484; Conoyer, 562 S.W.3d at 397. "In order to avoid dismissal, the petition must invoke substantive principles of law entitling plaintiff to relief and ultimate facts informing the defendant of that which plaintiff will attempt to establish at trial." Otte v. Edwards, 370 S.W.3d 898, 900 (Mo.App. E.D. 2012) (citation modified). "If the petition sets forth any set of facts that, if proven, would entitle the plaintiffs to relief, then the petition states a claim[,]" and the court must deny the motion to dismiss. Lynch, 260 S.W.3d at 836. Jurisdiction, Venue, and Applicable Law In a suit to quiet title, subject matter jurisdiction lies where the subject real property is situated. See Crawford v. Amusement Syndicate Co., 37 S.W.2d 581, 583-84 (Mo. 1931). In actions regarding real estate, venue lies "in the county where such real estate, or some part thereof, is situated." Section 508.030. "It is a virtually universal rule that immovable property such as real estate is subject exclusively to the laws of the government within whose territory the property is located. It is an equally firm rule that the law of the situs determines the acquisition, disposition[,] and devolution of the real property." In re Marriage of Breen, 560 S.W.2d 358, 361 (Mo.App. Kansas City 1977) (citing Wass v. Hammontree, 77 S.W.2d 1006, 1009 (Mo. 1934)). Discussion Under our standard of de novo review, we determine that the trial court erred as a matter of law in granting Adams' motion to dismiss Lamm's counterclaims. Lynch, 260

8 S.W.3d at 836. The trial court further erred in determining that it lacked subject matter jurisdiction over Lamm's counterclaim to quiet title. See Crawford, 37 S.W.2d at 583-

The trial court's interlocutory order finding "that there was one trust, which was subsequently amended" was an improper determination on the merits. See Conoyer, 562 S.W.3d at 397; Weems, 126 S.W.3d at 485. The trial court's role in determining whether to dismiss a claim requires a pleadings-only analysis that does not extend to evidence outside the pleadings. Conoyer, 562 S.W.3d at 397; Weems, 126 S.W.3d at 485. The trial court determines only whether the pleading, on its face, states a claim for relief. Conoyer, 562 S.W.3d at 397; Weems, 126 S.W.3d at 485; Lynch, 260 S.W.3d at 836. In evaluating Lamm's motion to dismiss, the trial court was not permitted to make any determination on the merits about Lamm's entitlement to relief. Conoyer, 562 S.W.3d at

Adams alleged in her petition for partition that she owned one-half interest in the Property and that Lamm owned the other one-half interest. In her counterclaim for declaratory judgment to quiet title, Lamm argued she was entitled to the entire Property in fee simple absolute. In ruling on Adams' motion to dismiss, the sole question the trial court should have addressed was, simply: Does this counterclaim to quiet title to the Property in Lamm adequately state a claim for relief? In reviewing a motion to dismiss,

9 the trial court does not consider documents outside of the pleadings. See Underwood v. Kahala, LLC, 554 S.W.3d 485, 493 (Mo.App. S.D. 2018). 5

The trial court heard evidence regarding each of the claimants' bases for title. The trial court determined that "there was one trust, which was subsequently amended[,]" thereby improperly ruling on the merits of Lamm's counterclaims when its purview was restricted to deciding Adams' motion to dismiss, i.e., whether Lamm adequately pleaded her counterclaims. Accordingly, we must vacate that ruling. Because these errors affected all subsequent decisions and actions of the trial court in the case, we also must vacate all rulings subsequent to the erroneous treatment of Adams' motion to dismiss Lamm's counterclaims and remand the case. We must also vacate the trial court's finding, in the order improperly granting the motion to dismiss, that it lacked jurisdiction to hear Lamm's counterclaims. In a suit to quiet title, subject matter jurisdiction lies where the subject real property is situated. See

5 The trial court (and the reviewing court) cannot consider matters beyond plaintiff's petition unless Rule 74.04's summary judgment procedures are affirmatively (and properly) invoked and enforced by the trial court. Thus, if the motion to dismiss attempts to incorporate matters outside the pleadings, the trial court may exclude those extrinsic matters. Rule 55.27(a)(11)(B). If it does not exclude those extrinsic matters, the trial court must convert the motion to one for summary judgment by: (1) providing notice that it is doing so; (2) giving the parties reasonable opportunity to present all materials made pertinent by the trial court's invocation of Rule 74.04; and (3) compelling adherence to the mandatory dictates" of 74.04 procedures for summary judgment. Underwood, 554 S.W.3d at 493 (citation modified). The trial court here gave no notice of a conversion of the motion to dismiss into a motion for summary judgment, and the court's judgment expressly granted the motion to dismiss.

10 Crawford, 37 S.W.2d at 583-84. In almost any suit to quiet title, evidence necessarily will include documents purporting to convey or devolve title. Furthermore, trial courts often must interpret those documents to determine in whom to quiet title. Contrary to Adams' assertions on appeal, however, the trial court's need to receive and interpret such evidence 6 does not change the nature of the case–it remains a suit to quiet title. In this case, the heading, body, and prayer for relief in Lamm's counterclaims clearly demonstrate that she was bringing a quiet title claim. Thus, jurisdiction and venue lie where the Property sits: in Stoddard County, Missouri. Id.; § 508.030.

6 Interpreting such evidence in this case, where the trusts at issue were purportedly drafted and administered in California, may implicate choice-of-law questions. "[T]he law of [a] trust's principal place of administration will govern administrative matters and the law of the place having the most significant relationship to the trust's creation will govern the dispositive provisions." Alexander v. UMB Bank, NA, 497 S.W.3d 323, 326 (Mo.App. W.D. 2016) (second alteration in original) (quoting Comment, Uniform Trust Code, § 107)). The meaning and effect of the terms of a trust are determined by: (1) the law of the jurisdiction designated in the terms unless the designation of that jurisdiction's law is contrary to a strong public policy of the jurisdiction having the most significant relationship to the matter at issue; or (2) in the absence of a controlling designation in the terms of the trust, the law of the jurisdiction having the most significant relationship to the matter at issue. Section 456.1-107, RSMo (2005). See also Hudson v. UMB Bank, N.A., 447 S.W.3d 714, 722-23 (Mo.App. W.D. 2014) (Missouri court applies Kansas law after determination Kansas is "governing law" of trust).

11 As our resolution of this point vacates the trial court actions underlying the remaining points on appeal, we need not and do not address the parties' other claims on appeal. Conclusion We vacate the trial court's order dismissing Lamm's amended counterclaims, vacate the trial court's finding that the Stoddard County circuit court lacked subject matter jurisdiction, and vacate all subsequent orders and the judgments of the trial court in the case to date. We remand the case to the trial court for further proceedings consistent with this opinion. 7

JACK A. L. GOODMAN, J. – OPINION AUTHOR

JEFFREY W. BATES, J. – CONCURS

DON E. BURRELL, J. – CONCURS

7 The motion for attorney fees on appeal that was taken with the case is also denied.