CRANE (MIKE) KNEUBUHL, MARGARET K. LANDRIGAN, and ALFRED JAMES PRITCHARD
KNEUBUHL, As Trustees and Beneficiaries of the Kneubuhl Trust, Plaintiffs,
ALA`I and FRANCES OPELLE, Defendants.
ROBIN KNEUBUHL ROUSH, Intervenor.
Court of American Samoa
and Titles Division
 It is
well-established that in order to demonstrate standing, one must show: (1) injury
in fact, by which we mean an invasion of a legally protected interest that is
(a) concrete and particularized, and (b) actual or imminent, not conjectural or
hypothetical; (2) a causal relationship between the injury and the challenged
conduct, by which we mean that the injury fairly can be traced to the
challenged action of the defendant, and has not resulted from the independent
action of some third party not before the court; and ( 3) a likelihood that the
injury will be redressed by a favorable decision, by which we mean that the
prospect of obtaining relief from the injury as a result of a favorable ruling
is not too speculative. These elements
are the irreducible minimum required by the Constitution.
A.S.C.A. § 43.1101, a person is entitled to declaratory relief if he is
“interested under a deed, will or other written, or under a contract, or . . .
desires a declaration of his rights or duties with respect to another, or in
respect to, in, over or upon property.”
litigation involving a trust, beneficiaries have standing to protect their
rights and interests.
A.S.C.A. § 37.0205, the Legislature has carved out an exception to the
restrictions on land alienation.
A.S.C.A. § 37.0205, a Samoan can create a trust for the benefit of a son or
daughter, “in view of legal marriage with a nonnative, or for his son or
daughter already married to a nonnative, or for any of the issue of any such
 In a trust,
trustees hold the legal title to the trust property while the beneficiaries
hold the equitable interest.
 A trust
does not fail merely because the trustee is incapable of taking title to the
 A party
waived its right to challenge an agreement when it acquiesces transactions made
pursuant to the agreement.
Acquiescence consists of assent by words or conduct on which the other party
RICHMOND, Associate Justice, SAGAPOLUTELE, Associate Judge, and MAMEA,
Counsel: For Plaintiffs, Jeffrey Waller
Defendant Lilian Ala’i, David A. Vargas
Defendant Frances Opelle, pro se
Intervenor, pro se
Douglass Crane (Mike) Kneubuhl (“Douglass”), Margaret K. Landrigan
(“Margaret”), and Alfred James Pritchard Kneubuhl (“Alfred”) brought this
action to have a lease of trust land by Defendant Francis Opelle (“Francis”) to
Defendant Lilian Ala`I (“Lilian”) declared void or voidable. Gilian Robin Kneubuhl Roush (“Gilian”)
intervened to challenge Douglass’s standing to sue.
On August 15,
1960, Adeline Pritchard Kneubuhl (“Adeline”) transferred several parcels of her
individually owned land in American Samoa in trust (“Kneubuhl Trust”) to
William Robert Opelle (“William”), as trustee, with her children Frances K.
Opelle (“Frances”), Benjamin F. Kneubuhl, Jr. (“Benjamin”), John Alexander
Kneubuhl (“John”), Douglass, Margaret, and Alfred as equal beneficiaries. The Kneubuhl Trust was recorded with the
Territorial Registrar on August 24, 1960.
Effective on September 30, 1969, all parties to the Kneubuhl Trust
agreed to partition the beneficial interests in particular trust land among the
six beneficiaries (“Partition Agreement”).
Specifically, the Partition Agreement 1) divided the parcel of the land
“being portions of Olo, Tagaua`a, Puapua, Lesea and Aso To`elau” among the
trust beneficiaries and 2) conveyed part of a portion of the trust land known
as “Malaloa” to Frances. The Partition
Agreement was recorded with the Territorial Registrar, but not until July 10,
On October 31,
1974, all parties, John excluded, attempted to again modify the trust
(“Modification Agreement”). The Agreement purported to give Frances
exclusive rights to use a portion of the trust called “Malaloa” and appoint her
as successor trustee over that portion.
In addition, the Modification Agreement instructed William to “appoint
each beneficiary as a successor trustee over that portion of the corpus of the
trust called “Olo” as described in the Partition Agreement. William also was to appoint Alfred as the
successor trustee for the remaining portion of the property held in trust.
Also in 1974, five
of the six beneficiaries, John excluded, signed a Land Planning Agreement
pertaining to contiguous parcels within the partitioned trust land known as
“Olo.” The Land Planning Agreement
contained the following relevant provisions: 1) reserved the area for
single-family homes within minimum sites of 50,000 square feet; 2) required
written approval of a majority of the trustees for any development of the land;
3) required approval of a majority of the trustees for any rental of any
portion of the land or improvements on the land to anyone not a trustee; and 4)
limited any rental agreement to no more than a one-year term. The Land Planning Agreement has not been
recorded with the Territorial Registrar.
On December 31,
1979, Frances leased to Priscilla Moors Muench (“Priscilla”) and Lawrence R.
Moran (“Lawrence”) approximately 1.6 acres (approximately 69,600 square feet)
of the “Olo” trust land partitioned to Frances for a term of 35 years,
commencing upon completion of construction of a residence on the leased land or
June 30, 1980, whichever occurred first.
This lease agreement (“Lease Agreement”) was recorded with the
Territorial Registrar on March 24, 1980.
Under the Lease
Agreement, Priscilla and Lawrence retained title to their improvements on the leased
land. However, the Lease Agreement gave
Frances the right to purchase the improvements, at depreciated value at the
time of acquisition, within five years after the demise of Priscilla and
Lawrence. Both Priscilla and Lawrence
were deceased as of May 13, 1984.
On November 19,
1984, Frances assigned to Suhayl Ala`i (“Suhayl”) her right to purchase the
improvements, and on April 16, 1985, this Court authorized the administrators
of Lawrence’s estate to sell the improvements to Suhayl. On December 11, 1986, the Lease Agreement
with certain amendments was transferred to Suhayl as lessee (“Lease
Transfer”). The Lease Transfer amended
amended the Lease Agreement to grant Suhayl the option to renew the Lease
Agreement for another term of 30 years.
The improvement purchase provision was also revised to provide that
Suhayl’s successors become the lessees upon his death and that Frances is
obligated to purchase the improvements, at fair market value, should either
Suhayl’s executor elect to terminate the Lease Agreement or should the Lease
Agreement terminate before the lease term expires. The Lease Transfer was recorded with the
Territorial Registrar on December 12, 1986.
Suhayl died in
1995. Lilian, his surviving spouse,
inherited the leasehold under the Lease Agreement as an asset of the estate
pursuant to the Court’s distribution order.
On April 25, 1997, the Lease Agreement was amended to formally
substitute Lilian as the lessee (“Lease Amendment”). The Lease Amendment has not been recorded
with the Territorial Registrar.
to declare the Lease Agreement, Lease Transfer, and Lease Amendment void or
voidable because they have not been approved by a majority of the trustees as
required by the Land Planning Agreement.
pertaining to particular issues will be set forth in the discussion below.
specifically challenges Douglass’s standing to sue, while Lilian challenges the
standing of all Plaintiffs to sue.
Gilian argues that Douglass transferred his interest in the Olo property
to the other beneficiaries as part of a 1982 settlement agreement and,
therefore, has no standing to bring the instant action. Lilian argues that Plaintiffs do not have standing
because they do not constitute a majority of trustees or
It is well established that in order to establish standing a party must
demonstrate the following three things:
‘injury in fact,’ by which we mean an invasion of a legally protected interest
that is ‘(a) concrete and particularized, and (b) actual or imminent, not
conjectural or hypothetical;’ (2) a causal relationship between the injury and
the challenged conduct, by which we mean that the injury ‘fairly can be traced
to the challenged action of the defendant,’ and has not resulted ‘from the
independent action of some third party not before the court; and (3) a
likelihood that the injury will be redressed by a favorable decision, by which
we mean that the ‘prospect of obtaining relief from the injury as a result of a
favorable ruling’ is not ‘too speculative.’
These elements are the ‘irreducible minimum’ required by the
v. Togafau, 26 A.S.R.2d 52, 53-54 (Trial Div.
1994) (citing Ne. Fla. Chapter of the Ass’n Gen. Contractors of Am. v.
Jacksonville, 508 U.S. 656, 663-64 (1993)) (internal citations omitted).
In this case, Plaintiffs are seeking declaratory relief, specifically that a
lease be declared void or voidable. Under
A.S.C.A. § 43.1101, a person is entitled to relief if he is “interested under a
deed, will or other written, or under a contract, or . . . desires a
declaration of his rights or duties with respect to another, or in respect to,
in, over or upon property.” We find that
Plaintiffs have standing to seek declaratory relief.
respect to Gilian’s challenge of Douglass’s standing, it is important to
describe the circumstances surrounding the aforementioned settlement
agreement. In June 1982, in order to
resolve several underlying litigations, all the trust beneficiaries executed a
settlement agreement (“Settlement Agreement”), which among other things,
redistributed certain interests in the Kneubuhl Trust. Specifically, Douglass transferred all of his
interest in the properties known as “Satala” and “Olo” to John, Benjamin,
Margaret, and Alfred in equal parts.
that by relinquishing his rights to Olo in the Settlement Agreement, Douglass
has no standing to maintain this lawsuit.
In essence, Gilian suggests that the Olo property constitutes a separate
subtrust, one in which Douglass has no interest as trustee or beneficiary.
Yet, none of
the documentary evidence (the Kneubuhl Trust, the Partition Agreement, the
Modification Agreement, the Land Planning Agreement, or the Settlement
Agreement) leads us to reach this conclusion.
Although some of these documents partition the interests in portions of
the Kneubuhl Trust, void is any evidence of an intention to create multiple subtrusts. Notably, all of the documents refer to the
trust in the singular form. See
generally 76 Am. Jur. 2d Trusts
§ 27 (1992) (noting that “the particular words of the instrument creating such
trust or trusts must be examined to determine the creator’s purpose”). Absent any evidence that Adeline intended to
create multiple trusts or subtrusts, we
find that the Kneubuhl Trust constitutes one trust. As a beneficiary to the Kneubuhl Trust, we
find that Douglass has standing to maintain this action.
Lilian has challenged the standing of all of the Plaintiffs to bring the
instant action. Lilian argues that there
must be a majority of trustees or beneficiaries in order to bring an action
regarding the trust. We disagree. As
beneficiaries to the Kneubuhl Trust, Margaret, Douglass, and Alfred each have
standing to protect their rights and interests. See, e.g., Mountain Top Condo.
Ass’n v. Stabbert, 72 F.3d 361, 367 (3d Cir. 1995) (noting that
“beneficiaries have a property interest in the trust res that is enforceable
either in law or in equity”); Restatement
(Second) of Trusts §§ 198-99 (1959).
should Lilian’s argument be based on the Land Planning Agreement, it still is
untenable. The Land Planning Agreement
purports to impose restrictions on the development of the Olo land and requires
majority agreement for various actions.
Notably absent is any requirement that a majority must agree in order to
bring a legal action regarding the property.
As such, we hold that Plaintiffs have standing to maintain the instant
Status of the Trustees/Beneficiaries
Underlying this action is the legal
status of the Knuebuhl Trust (and its trustees and beneficiaries) in light of
the restrictions on the alienation of land to non-Samoans. Plaintiffs conceded that none of the current
trustees or beneficiaries has 50% Samoan blood.
A.S.C.A. § 37.0204(b) mandates:
prohibited to alienate any lands except freehold lands to any person who has
less than one-half native blood, and if a person has any nonnative blood
whatever, it is prohibited to alienate any native lands to such person unless
he was born in American Samoa, is a descendant of a Samoan family, lives with
Samoans as a Samoan, lived in American Samoa for more than 5 years and has
officially declared his intention of making American Samoa his home for life.
The validity of
the restrictions on the alienation of Samoan lands has been affirmed time and
time again by this Court. See
generally Craddick Dev., Inc. v. Craddick, 2 A.S.R.3d 20 (App. Div. 1998); Craddick
v. Territorial Registrar of Am. Samoa, 1 A.S.R.2d 10 (App. Div. 1980); Craddick
Dev. Inc. v. Craddick, 28 A.S.R.2d 117 (Trial Div. 1995); Haleck v. Lee,
4 A.S.R. 519 (Trial Div. 1964). It is
undisputed that the Kneubuhl Trust beneficiaries and trustees do not meet this
However, the Legislature has carved out an exception to the restrictions on
land alienation. Under A.S.C.A. §
37.0205, a Samoan can create a trust for the benefit of a son or daughter, “in
view of legal marriage with a nonnative, or for his son or daughter already
married to a nonnative, or for any of the issue of any such marriage.” It was under this exception that this Court
previously held the Kneubuhl Trust valid.
Kneubuhl v. Kneubuhl, LT No. 12-80, slip op. at 5-6, 9 (Land
& Titles Div. Mar. 24, 1982) (Order Granting Partial Summary
Judgment). We agree with Chief Justice
Miyamoto’s holding that that the Kneubuhl Trust meets the statutory exception
to A.S.C.A. § 37.0204(b) and find that the Kneubuhl Trust beneficiaries are
allowed to hold equitable interest in the trust land as beneficiaries.
In the previous Kneubuhl case, the Court instructed the parties that they could
not be trustees to the Kneubuhl Trust. Id.
at 3 (“Although the modification agreements attempt to transfer Opelle’s
interest as trustee to the settlor’s children and to appoint them as successor
trustees, this he could not do.”). This is because the trustees hold the legal
title to the trust property while the beneficiaries hold the equitable
interest. See In re Estate of Flake,
71 P.3d 589, 594 (Utah 2003); Coon v. City and County of Hawaii, 47 P.3d
348, 375 (Haw. 2002); see generally Restatement
(Second) of Trusts § 99 cmt. b (1959).
It is undisputed that the Kneubuhl Trust beneficiaries are not capable
of holding legal title to land in American Samoa. However, contrary to this Court’s finding in
1982 and contrary to American Samoa law, the Kneubuhl beneficiaries have
continued to hold themselves out as “trustees” of the Kneubuhl Trust. This they cannot do.
However, the Kneubuhl Trust does not fail for want of a trustee. A trust does not fail merely because the
trustee is “incapable of taking title to the property.” See generally Restatement (Second) of Trusts § 32(2) cmt. j (1959); 76 Am. Jur. 2d Trusts § 250 (“A trust will never fail for
want of a trustee.”). In order to comply
with the law, William must still appoint a new trustee that is agreed upon by a
majority of the beneficiaries, and that trustee must be capable of holding
legal title to land under the laws of American Samoa.
the Lease Agreement and Subsequent Modifications
and Alfred seek a declaration that the Lease Agreement, Lease Transfer, and
Lease Amendment are void or voidable because they have not been approved by a
majority of the trustees as purportedly required by the Land Planning
Lilian asserts that Plaintiffs are barred from maintaining this action on the
grounds of waiver, estoppel, and laches.
While there appears to be some merit to each of these affirmative
defenses, Plaintiffs have clearly waived their right to challenge the Lease Agreement,
Lease Transfer, and Lease Amendment.
Here, Plaintiffs acquiesced when Frances leased the land to Pricillia and
Lawrence and later when she transferred the lease to Suhayl and then
Lilian. “Acquiescence consists of assent
by words or conduct on which the other party relies.” Hazard Coal Corp. v. Ky. W. Va. Gas Co.,
311 F.3d 733, 740 (6th Cir. 2002).
a party with full knowledge, or at least with sufficient notice or means of
knowledge, of his rights, and of all the material facts, freely does what
amounts to a recognition of the transaction as existing, or acts in a manner
inconsistent with its repudiation, or lies by for a considerable time and
knowingly permits the other party to deal with the subject matter under the
belief that the transaction has been recognized or freely abstains for a
considerable length of time from impeaching it, so that the other party is
thereby reasonably induced to suppose that it is recognized, there is
acquiescence and the transaction, although originally impeachable, becomes
unimpeachable in equity . . . .
at 740-41 (quoting J. Pomeroy, 2 Equity
Jurisprudence § 965 (5th ed. 1941)).
not deny that they have known about these agreements for many years. The Lease Agreement was entered in 1979, the
Lease Transfer in 1986, and the Lease Amendment in 1997. Two of these agreements were registered
shortly after their execution with the Territorial Registrar. Moreover, paragraph thirteen of the
Settlement Agreement implicitly validates the Lease Agreement by explicitly
allowing Lawrence to remain at Olo under the same conditions. Plaintiffs, along with Frances, Benjamin and
John, were all parties to the Settlement Agreement, and the Settlement
Agreement was approved by this Court. See
In re Estate of Lena Pritchard Kneubuhl, PR No. 08-80 (Probate Div. July
16, 1982) (Stipulation and Order). This
demonstrates acquiescence in, and possibly ratification, of the Lease
Agreement. Certainly, Frances and Lilian have relied on
Plaintiffs’ acquiescence in assuming the Lease Agreement, Lease Transfer, and
Lease Amendment were valid instruments.
Plaintiffs cannot complain now.
Accordingly, we hold that Plaintiffs have waived their right to
challenge the validity of the Lease Agreement, Lease Transfer and Lease
1. William shall appoint a successor trustee to
the Kneubuhl Trust who is capable of holding legal title to land under the laws
of American Samoa and is acceptable to a majority of the beneficiaries. If William is unavailable or unwilling to
perform this duty, a majority of the beneficiaries shall appoint a qualified
2. Plaintiffs have waived their right to
challenge the validity of the Lease Agreement, Lease Transfer, and Lease Amendment. As between the parties to this action,
including Frances, the Lease Agreement, Lease Transfer, and Lease Amendment
remain in full force and effect.
3. There being on statutory or contractual
basis, request for attorney’s fees is denied.
However, she is entitled to recover her other costs of suit from
4. Lilian’s cross-claims are rendered moot.
It is so
 According to the
August 15, 1960 Conveyance in Trust, the Kneubuhl Trust includes parcels of
land known as: Taupou, Olo No. 3, Tagavaa, Lesea, Olo No. 1, Puapua, Olo No. 2,
Aso Toelau, Poata, Taitai, Maloloa, and Satala.
 We take judicial
notice of the Modification Agreement and any other documents, which were
submitted to this Court in Kneubuhl v. Kneubuhl, LT No. 12-80.
 This seems
particularly necessary in this case because the Plaintiffs and the other
Kneubuhl Trust beneficiaries do not have a valid trustee to protect or assert
pointed out during closing argument that in Craddick Development, Inc.,
28 A.S.R.2d at 126, we held that two trusts were void ab initio for
violating the statutory restrictions on land alienation. In that case, the trustee was a Samoan
capable of holding legal title. However,
the beneficiaries were nonnatives who did not meet any statutory exception to
the alienation restrictions. Thus,
unlike the instant case in which the trust does not fail for lack of a valid
trustee, the Craddick trust was void ab initio because there was never a
valid trust beneficiary. See
genera11y Restatement (Second) of
Trusts § 66 (1959) (“A trust cannot be created unless there is a proper
insist that the minutes from a December 15, 1983 meeting demonstrate their
disapproval of the Lease Transfer. However,
these minutes are from a meeting that took place three years before Suhayl and
Frances executed the Lease Transfer, and there is no evidence that Plaintiffs’
concerns were ever expressed to Suhayl or Lilian, or that Frances ever actually
received a copy of these minutes.