Godoy v. Linzner - Case Brief

Back to Case Summary Full Opinion Case Brief

Case Number: B330725
Court: California Court of Appeal, Second Appellate District, Division Seven
Date Filed: August 31, 2025

Holding

The court held that the 2019 amendment, which limited each sibling’s ability to sell his or her one‑third interest in the family residence to a fixed price of $100,000 and only to the other siblings, constituted an unreasonable restraint on alienation in violation of Civil Code § 711; consequently, the amendment was void and the 2018 restatement of the trust remained controlling.

Narrative

Silvia Villareal’s desire to keep her family home “in the family” collided with California’s long‑standing public‑policy rule that fee‑simple owners must be free to alienate their interests. The Court of Appeal’s decision in Godoy v. Linzner resolves that clash by reaffirming the reach of Civil Code § 711 into testamentary instruments and by clarifying the standards for deeming a restraint “unreasonable.” The ruling provides a clear warning to trust drafters: even well‑meaning “family‑preservation” clauses can be struck down if they curtail the marketability of a fee‑simple interest.

Procedural backdrop

Silvia created a revocable living trust in 2005 and, after two amendments, restated the instrument in 2018. The 2018 restatement granted each of her three children—Leticia Linzner (the trustee), Arturo Villareal, and Sonia Godoy—a one‑third undivided fee‑simple interest in the family residence located in Cerritos, California. The restatement expressly described the distribution language as “precatory,” noting that the siblings “could consider” keeping the home for at least five years but were otherwise free to sell.

In 2019 Silvia, without attorney assistance, added a handwritten amendment that imposed four concrete restrictions: (A) any sibling wishing to sell must first offer the share for $100,000 to the other siblings; (B) the purchase could be stretched over one to ten years; (C) payments could be split 50‑50; and (D) the home must remain “in the family” with no outside buyers. After Silvia’s death in November 2020, Leticia became trustee. Arturo and Sonia filed a petition under Probate Code § 17200 seeking a declaration that the 2019 amendment was merely precatory and, if mandatory, that it violated § 711 and therefore should be voided. Leticia opposed, arguing that § 711 applies only to deeds, not to testamentary instruments, and that the amendment merely created a new testamentary trust that could lawfully limit alienation.

The probate court held the amendment mandatory, applied § 711, and declared the amendment void, leaving the 2018 restatement as the governing document. It declined to order an immediate sale of the property, instead giving the siblings time to negotiate a market‑value transaction among themselves. Leticia appealed.

Issues on appeal

The appellate court addressed three questions:

Whether the probate court’s order was appealable.
Whether § 711 applies to restraints imposed by a will or trust.
Whether the 2019 amendment’s restraints were unreasonable.

Appealability

The court affirmed that an order disposing of all or part of a petition under § 17200 is a “final” order for appellate purposes under Probate Code § 1304(a). The appellate court cited Boys & Girls Club of Petaluma v. Walsh and Gridley v. Gridley to confirm that even a partial resolution of a § 17200 petition is appealable, so the appeal proceeded.

Application of § 711 to testamentary instruments

The heart of the case turned on the reach of Civil Code § 711, which declares “conditions restraining alienation, when repugnant to the interest created, are void.” The court traced the doctrine to common‑law principles articulated in Murray v. Green and Wharton v. Mollinet, emphasizing that a fee‑simple interest carries an inherent right of alienation that cannot be fettered by a condition that is “repugnant” to the interest itself.

Although Leticia argued that § 711 was intended for conveyances “by deed,” the appellate court rejected that limitation. It pointed to California precedent that the statute’s language is “broad” and that the legislature did not carve out an exception for testamentary transfers. The court relied on Wharton (which struck a 20‑year sales prohibition in a will as void under § 711) and on Reagh v. Kelley (recognizing that a trust provision restraining alienation is likewise void). The court noted that the policy behind § 711—promoting free alienability to foster productive land use—applies regardless of whether the conveyance occurs inter vivos or testamentary.

Reasonableness analysis

Having established that § 711 governs the 2019 amendment, the court examined whether the restraint was “unreasonable.” Under Carma Developers v. Marathon Development the reasonableness test balances the justification for the restraint against the quantum of the restraint. The amendment’s language fixed a purchase price at $100,000—far below the $1.05 million fair‑market value at the time of Silvia’s death and $1.30 million by 2022—and limited the pool of potential buyers to two siblings. The court found that the restraint effectively barred the beneficiaries from realizing the true market value of their one‑third interests, imposing a “substantial” loss of wealth.

The court acknowledged that a testator may have a legitimate desire to keep property within the family, but it held that such a motive does not outweigh the statutory presumption favoring alienability. The restriction was not a permissible “spendthrift” limitation (which is expressly authorized by Probate Code §§ 15300‑15301) but a direct prohibition on open‑market sale. Consequently, the restraint was deemed “unreasonable” and void.

Trust‑creation argument

Leticia’s secondary argument—that the 2019 amendment created a new testamentary trust—was also rejected. The appellate court applied the statutory trust‑creation requirements of Probate Code §§ 15201‑15205 and the doctrinal standards from Presta v. Tepper and Chang v. Redding Bank. The amendment failed to satisfy the certainty‑of‑terms test: it did not identify a distinct trust name, delineate trust property, or specify a clear class of beneficiaries beyond the three children. Moreover, the amendment’s language expressly “added” to the existing trust rather than “replaced” it. Without clear, convincing evidence of an intent to create a separate trust, the court concluded that the amendment merely altered the distribution provisions of the existing trust and therefore fell within § 711’s reach.

Disposition

The appellate court affirmed the probate court’s order, declared the 2019 amendment void, and left the 2018 restatement as the operative instrument. It awarded costs to the plaintiffs‑appellants.

Practical takeaways

Draft with marketability in mind. Even a handwritten amendment can be struck down if it imposes a fixed price or limits the class of purchasers. Counsel should advise clients that “family‑only” clauses are suspect unless they fall within a recognized exception, such as a spendthrift trust provision.
Separate‑trust language must be precise. To create a new testamentary trust, the instrument must satisfy the statutory certainty requirements—clear trust name, defined property, identifiable beneficiaries, and compliance with the trust‑creation procedures in the governing instrument.
Section 711 is a blunt tool. The California Supreme Court has repeatedly emphasized that § 711 applies to any fee‑simple conveyance, testamentary or otherwise. Practitioners should assume its applicability unless a statutory exemption (e.g., a spendthrift trust) is expressly invoked.
Appealability of § 17200 orders. Parties can immediately appeal a probate court’s ruling on any portion of a § 17200 petition, even if other relief remains pending. This procedural nuance can shape litigation strategy in trust disputes.
Cost awards. The appellate court’s order awarding costs to the prevailing parties underscores the importance of a well‑founded claim that a restraint is void; unsuccessful attempts to enforce unreasonable restraints may expose trustees to cost sanctions.
Future litigation. The decision leaves open the question of whether a court might ever deem a modest, time‑limited “family‑preservation” clause reasonable under § 711. Until further authority emerges, the safe course remains to avoid any provision that materially impairs the market value or marketability of a fee‑simple interest.

Referenced Statutes and Doctrines

Civil Code § 711 – Unreasonable restraints on alienation of real property.
Probate Code §§ 17200, 1304(a) – Appealability of orders in trust petitions.
Probate Code §§ 15201‑15205 – Elements of a valid trust (intent, property, purpose, beneficiaries).
Probate Code §§ 15300‑15301 – Spendthrift trusts (statutory exception to § 711).
Probate Code §§ 21310‑21315 – Enforceability of no‑contest clauses (contrast to alienation restraints).

Key Cases Cited

Carma Developers (Cal.), Inc. v. Marathon Development California, Inc., 2 Cal. 4th 342 (1992) – Reasonableness test for restraints on alienation.
Wharton v. Mollinet, 103 Cal. App. 2d 710 (1951) – Void restraint in a will under § 711.
Reagh v. Kelley, 10 Cal. App. 3d 1082 (1970) – Trust provisions restraining alienation are void.
Murray v. Green, 64 Cal. 363 (1883) – Incompatibility of fee‑simple and alienation restraints.
Burch v. George, 7 Cal. 4th 246 (1994) – General rule on restraints and statutory codification.
Estate of Rossi, 138 Cal. App. 4th 1325 (2006) – Construction of trust amendments.
Alfaro v. Community Housing Improvement System & Planning Assn., Inc., 171 Cal. App. 4th 1356 (2009) – Unreasonable restraint analysis.
Potter v. Couch, 141 U.S. 296 (1891) – Federal authority on testamentary restraints.
Boys & Girls Club of Petaluma v. Walsh, 169 Cal. App. 4th 1049 (2008) – Appealability of probate orders.
Gridley v. Gridley, 166 Cal. App. 4th 1562 (2008) – Partial orders under § 17200 are appealable.
Colburn v. Northern Trust Co., 151 Cal. App. 4th 439 (2007) – No‑contest clause enforceability (distinguished).
Tunstall v. Wells, 144 Cal. App. 4th 554 (2006) – Same as above (distinguished).

These authorities collectively shape the appellate court’s reasoning and provide a roadmap for practitioners navigating the intersection of trust drafting and California’s anti‑restraint doctrine.