Date: Jun 1, 2026

Executor Purchases of Estate Real Estate Require Probate Approval Under § 33-19-9 Despite Will Language

1. Introduction

William Fairhurst, Co-Executor, et al. v. James Fairhurst et al. (R.I. May 28, 2026) addresses a recurring probate conflict: whether a will can authorize an executor to sell estate real estate to himself without Probate Court oversight. The testator, Harry Fairhurst, left his estate equally to seven children and appointed two of them— William and Mary—as co-executors. The estate’s principal asset was the family home at 101 Scott Road in Cumberland.

The central dispute arose when William (a co-executor) purchased the estate’s real estate by private sale for $260,000—using, in part, a $17,192 advance from his estate share—without petitioning the Probate Court for approval under G.L. 1956 § 33-19-9. Other beneficiaries later objected when the first accounting was filed.

The key issues before the Supreme Court included:

Whether § 33-19-9 required Probate Court approval for a private sale of estate real estate to a co-executor, notwithstanding will language authorizing sales “without obtaining permission from the Probate Court.”
Whether the testator’s will created an enforceable option to purchase for the children, and what notice was required.
Whether laches barred the beneficiaries’ challenge.
Whether the Court needed to reach the co-executors’ due process/equal protection objections to the Probate Court’s sua sponte invalidation of the sale.

2. Summary of the Opinion

The Rhode Island Supreme Court affirmed the Superior Court’s judgment (which had affirmed the Cumberland Probate Court), holding that:

§ 33-19-9 applies and requires Probate Court authorization when an executor seeks to purchase estate real estate, particularly in a private contract sale, because the statute requires the court to fix a minimum sale price in its decree.
A will provision purporting to allow executors to sell estate property without Probate Court permission cannot override the statute where the will’s authorization would be “in violation of law.”
William’s conduct amounted to self-dealing inconsistent with his fiduciary obligations, including setting a purchase price below an appraisal and using an advance from his estate share toward the purchase price without court approval.
The Court did not reach the co-executors’ due process argument because the statutory violation was dispositive.
The will language reflected an intent to create an option (not a right of first refusal), but the mailed notice was defective because an option must include precise terms—and in any event, the option could not be exercised by an executor-buyer without compliance with § 33-19-9.
The co-executors’ laches defense failed because beneficiaries were not given an adequate opportunity to object before the sale closed, given the limited and late information and “expeditious timeline.”

3. Analysis

3.1. Precedents Cited

A. Standards of review and procedural posture

Larkin v. Arthurs and Lett v. Giuliano: The Court reaffirmed that probate appeals to the Superior Court are de novo in nature, shaping how the Superior Court properly reconsidered the Probate Court ruling rather than merely reviewing for error.
Glassie v. Doucette and 5750 Post Road Medical Offices, LLC v. East Greenwich Fire District: The Court reiterated that it reviews cross-motions for summary judgment de novo and applies the same summary judgment standards as the trial court.
Estate of Garan: The Court emphasized summary judgment as a “drastic remedy,” but appropriate where no genuine dispute of material fact exists—important here because the parties submitted an agreed-upon statement of facts, leaving purely legal questions.
Lazarus v. Sherman and Hayden v. Hayden: The Court confirmed that will interpretation is reviewed de novo, aligning testamentary construction with contract interpretation methods.

B. Statutory interpretation and the mandatory character of § 33-19-9 in executor self-purchases

Rosario v. Nationstar Mortgage, LLC and Progressive Casualty Insurance Co. v. Dias: These cases supplied the interpretive methodology: when statutory language is clear, courts apply its plain meaning and aim to effectuate legislative purpose. That approach supported a strict reading of § 33-19-9’s requirement that the court fix a minimum price in its decree for a private sale.
Barlow v. Barlow: This was the pivotal Rhode Island authority for the minimum-price requirement in private sales: when a court authorizes a private sale, it must fix “a sum below which the sale should not be made.” The Court used Barlow to confirm that the statutory framework is not optional when an executor is the purchaser.
Estate of Wickes v. Stein: Cited for the principle that probate oversight exists to ensure estate administration yields a “fair and just result,” reinforcing why executor purchases require scrutiny.
Wilkinson v. Leland and 79 Am. Jur. 2d Wills § 710: Used to underscore that a will has no legal effect until admitted to probate and administered through probate processes—supporting the broader proposition that probate procedures (including statutory safeguards) remain central even when a will confers powers on fiduciaries.

C. Fiduciary duties, self-dealing, and executor accountability

In re Estate of Ross: Provided the Court’s fiduciary-duty framework: fiduciary relationships may arise by formal role (executor) and require “utmost good faith” and “due regard” for the interests of those relying on the fiduciary.
Notarantonio v. Notarantonio and 37 Am. Jur. 2d Fraud and Deceit § 35: These authorities were used (via In re Estate of Ross) to articulate the content of fiduciary duty in terms of trust and confidence.
In re Estate of Dermanouelian and Chancey v. West: These cases support the executor’s status as a fiduciary who is responsible and potentially liable for breaches—relevant to characterizing William’s conduct as a breach.
Smith v. Ayer (quoted in Estate of Wickes v. Stein): Reinforced the executor’s trustee-like role: holding assets not as “absolute owner” but for creditors and beneficiaries, with personal responsibility for breach of duty.

D. Testamentary intent, will construction, and the “not contrary to law” limitation

Estate of Cassiere v. Cassiere and Jaffe v. Pournaras: Supplied the core interpretive rule: effectuate the testator’s intent if not contrary to law, and begin with the “plain language” within the “four corners.”
Industrial Trust Company v. Flynn: Cited for the “cardinal rule” in construing wills—testator intent.
Rhode Island Hospital Trust Co. v. Egan: Provided the crucial constraint: intent controls only if it does not violate law. The Court relied on this to hold that § 33-19-9 controls where the will’s authorization conflicts with statutory safeguards.

E. Options, essential terms, and enforceability

Hood v. Hawkins: Provided the definition of an option as a unilateral contract requiring “precise terms and conditions.” This supported the conclusion that notice lacking terms (particularly price) does not implement a valid option mechanism.
Haydon v. Stamas and Vigneaux v. Carriere: These cases were used to specify the required essential terms for an enforceable land option (identity of parties, description of property, purchase price, and payment terms if not cash). Their inclusion reinforced that the July 2020 letter’s omission of terms meant the purported “option” notice was legally inadequate.

F. Laches

Mitola v. Providence Public Buildings Authority, Branson v. Louttit, and Hazard v. East Hills, Inc.: These cases supplied the elements of laches (delay plus detrimental reliance; not mere delay) and the principle that laches is equitable and discretionary. Applying that doctrine, the Court held beneficiaries did not “sit on their rights” in a way that made their objections inequitable, given how the sale was executed.

3.2. Legal Reasoning

A. The holding on § 33-19-9: a mandatory statutory gatekeeper for executor self-purchases

The Court treated § 33-19-9 as a specific legislative safeguard aimed at the exact risk presented: an estate fiduciary purchasing estate real estate. The statute permits such a purchase only when the court, “on petition with notice,” is satisfied the transaction is not prejudicial, and—critically—when the sale is by private contract, the court must fix the minimum permissible price in its decree.

This design performs two functions at once:

Procedural protection (petition and notice) to ensure interested parties can participate; and
Substantive protection (minimum price fixed by decree) to curb undervaluation and other conflicts of interest.

Against that structure, the will’s broad authorization to sell without probate permission could not be read to permit an executor to circumvent § 33-19-9. The Court’s reasoning effectively treats § 33-19-9 as a non-waivable constraint on fiduciary self-dealing in real estate transactions.

B. Fiduciary breach/self-dealing grounded in the transaction’s mechanics

The Court connected the statutory violation to fiduciary breach: William acted in a dual capacity (executor and buyer), set a price ($260,000) despite higher indications of value (a $330,000 appraisal and a $285,000 proposed listing price), and used a $17,192 advance from his estate share toward the purchase price—all without court approval. The Court characterized these steps as inconsistent with “utmost good faith” and as the type of self-dealing the statute exists to prevent.

C. Due process: avoided as unnecessary to the outcome

Although the co-executors argued that the Probate Court’s sua sponte invalidation of the sale without notice or hearing violated due process/equal protection, the Supreme Court declined to address the issue because the sale was void for failure to comply with § 33-19-9. In practical terms, the Court treated statutory noncompliance as dispositive, rendering procedural objections non-essential to the affirmance.

D. Testator’s intent and the option clause: intent yields to law, and options require essential terms

The Court agreed that the will expressed an intent to give the children an “option to purchase,” but emphasized two limits:

Legality constraint: Even if the testator intended sales “without Probate Court” permission, that intent cannot be effectuated where it conflicts with § 33-19-9.
Contract-law constraint: An option for the purchase of land must contain essential terms (notably price). A notice that merely announces an option without material terms does not create an enforceable option arrangement under Rhode Island law.

The Court also noted an additional practical barrier: even if William were exercising an option as a beneficiary, he remained a co-executor, and thus his purchase was still subject to § 33-19-9’s court-approval mechanism.

E. Laches: no inequitable delay where meaningful information and opportunity to object were lacking

The Court upheld the rejection of laches because the remaining devisees were effectively boxed out of a meaningful pre-closing challenge: major transaction details (pricing mechanics, repair credits, the advance from William’s share) were not presented in a manner that allowed timely probate review, and the sale closed before the first accounting. Under Mitola and Hazard, that context undermines the claim that beneficiaries negligently delayed to the executors’ unfair detriment.

3.3. Impact

Executor self-purchases of estate real estate in Rhode Island will be policed through § 33-19-9 even where wills confer broad sale powers. Drafting language authorizing “sale without probate permission” cannot be relied on to bypass the statute when an executor (or co-executor) is the buyer.
Private sales to fiduciaries must be price-disciplined by a decree. By emphasizing the minimum-price requirement, the Opinion incentivizes fiduciaries to seek court authorization early—before financing, credits, repair offsets, or distribution advances are implemented.
Will-based “options” must include essential terms to be operational. Estate planners and testators who intend to keep property “in the family” should ensure option clauses state (or provide a determinate method for) price and other terms, and should anticipate statutory fiduciary-sale constraints where an executor is a potential purchaser.
Procedural challenges may not save a transaction that is substantively void under § 33-19-9. The Court’s decision to bypass due process analysis suggests litigants should focus first on statutory compliance rather than relying on after-the-fact procedural objections.

4. Complex Concepts Simplified

“De novo” probate appeal: The reviewing court considers the matter anew, not merely whether the Probate Court made an error.
Summary judgment: A decision without trial, used when material facts are not genuinely disputed and the law dictates the outcome.
Fiduciary duty (executor’s duty): Executors must act with heightened loyalty and fairness toward all beneficiaries, not favoring themselves.
Self-dealing: When a fiduciary enters a transaction that benefits himself from property he controls for others; the law treats this as inherently risky and often restricts it.
Option vs. right of first refusal: An option gives the holder a power to buy on specified terms; a right of first refusal only requires the owner to offer the property to the holder on the terms of a third-party offer. Because an option must be exercised on “precise terms,” it generally must state essential terms (especially price).
Laches: An equitable defense barring a claim when someone delays unreasonably and that delay unfairly harms the other side; mere delay is not enough.
Testator’s intent “if not contrary to law”: Courts honor a will’s intent only to the extent it does not conflict with statutes or public policy.

5. Conclusion

The Opinion establishes a clear, practice-driving rule: when an executor seeks to purchase estate real estate—particularly by private contract—§ 33-19-9 requires a petition, notice, and a decree fixing a minimum sale price, and will language cannot waive those protections. By framing the transaction as self-dealing and tethering enforceability to statutory safeguards, the Court reinforces probate supervision as the mechanism that protects beneficiaries from conflicted fiduciary sales.

In addition, the Court’s treatment of the will’s “option” language underscores a drafting lesson: even where the testator’s intent is clear, an option must be expressed with essential terms to be legally meaningful—and fiduciary-buyers remain constrained by statutes designed to prevent prejudice to the estate.