Robert Carl Haege died in December 2006. Three months earlier, Haege had made a will, in which he left his “personal assets” to his brother and sister, and in which he left his “business interests, both tangible and intangible, real or personal, connected to the business known as Traditional Fine Art, Ltd.” to his brother, sister, and two longtime employees.1 After Haege died, questions arose about the disposition of property associated with Traditional Fine Art, Ltd., insofar as Traditional Fine Art was a sole proprietorship and, therefore, had no legal existence separate and apart from Haege himself. The will was admitted to probate, and Sharon Haege England—Haege’s sister—was appointed as executrix of his estate. England failed to distribute any property to James S. Simmons and Elery Stinson—the two longtime employees—and they filed this lawsuit against England, seeking a declaratory judgment as to the meaning of the will with respect to the property associated with Traditional Fine Art. The trial court entered a final judgment for England, concluding that, because Traditional Fine Art was only a sole proprietorship, the property associated with the business was merely the personal property of Haege, and there was, therefore, nothing to pass under the “business interests” provision of the will.
Simmons and Stinson appealed, and in a split decision, the Court of Appeals reversed. Simmons v. England, 323 Ga. App. 251 746 SE2d 862 2013. The majority of the Court of Appeals looked to the intention of the testator as evidenced by the plain terms of his will, and it concluded that Haege evidently meant to differentiate between his personal property “connected with the business known as Traditional Fine Art, Ltd.” and his other “personal assets.” Id. at 253-254. Noting that “the intention of the testator must prevail,” and noting as well that “operation is to be given to every part of the will if this can be done without violating its terms or the intention of the testator,” the Court of Appeals concluded that Simmons and Stinson were entitled—along with England and her brother—to share in any “business interests, both tangible and intangible, real or personal, connected to the business known as Traditional Fine Art, Ltd.,” and the existence and identity of such property were “simply issues for the factfinder, which must identify the business interests.” Id. citations and punctuation omitted. Two judges dissented, reasoning as the trial court did that a sole proprietorship has no legal existence and that all property connected with the business was merely the personal property of Haege. Id. at 254-255 Boggs, J., dissenting. On the petition of England, we issued a writ of certiorari to review the decision of the Court of Appeals, and we now affirm.
