Full opinion text
CLAY, J., delivered the opinion of the court in which BATCHELDER, J., joined. MERRITT, J. (pp. 465-72), delivered a separate dissenting opinion. OPINION CLAY, Circuit Judge. Defendants John M. Griffin, the Estate of Dennis B. Griffin, the Dennis B. Griffin Revocable Trust, and Martom Properties, LLC (“Defendants”), appeal from the judgment entered by the district court on April 26, 2016, requiring Defendants to pay roughly $584 million in wrongful profits disgorgement and prejudgment interest to Plaintiffs Elizabeth A. Osborn, Linda G. Holt, Judith E. Prewitt, and Cynthia L. Roeder (“Plaintiffs”). Plaintiffs, four sisters, essentially allege that Defendants, two of their brothers and a related entity called Martom Properties, cheated them out of stock and real property related to the family’s business that they should have inherited under the terms of their parents’ estate plans. The district court agreed with Plaintiffs after a bench trial, finding that Defendants’ conduct in managing the family business and their parents’ estates and trusts violated their fiduciary duties to Plaintiffs under Kentucky law. Defendants appeal, raising a litany of challenges to the district court’s jurisdiction, legal conclusions, remedy, and decision to conduct a bench trial. The district court exercised subject matter jurisdiction over Plaintiffs’ state law claims pursuant to 28 U.S.C. § 1367, and we have jurisdiction over this appeal pursuant to 28 U.S.C. § 1291. For the reasons set forth below, we AFFIRM the district court’s judgment. BACKGROUND I. Factual History A. Parties and Other Griffin Family Members This litigation concerns a multi-million dollar inheritance dispute among the children of John L. Griffin (“John”), a long-deceased Kentucky businessman. During his lifetime, John and his wife Rosellen Griffin (“Rosellen”) had twelve children. Plaintiffs are four of the couple’s daughters: Elizabeth Osborn, Linda Holt, Cynthia Roeder (“Cyndi”), and Judith Prewitt (“Judy”). Id. Mirroring the parties and the district court, we refer to Elizabeth Osborn as “Betsy,” and the remaining three sisters as the “Holt Plaintiffs.” Defendants are, in effect, two of John and Rosellen’s sons—Dennis B. Griffin and John M. Griffin (“Griffy”)—plus an entity they created called Martom Properties, LLC (“Martom”). The Griffins were a patriarchal family. “The Griffin children were taught that the older siblings were in charge and that the younger siblings had to respect them.” (R. 856, Findings of Fact and Conclusions of Law, ¶4.) In practical effect, this meant that Dennis and Griffy—the eldest brothers—wielded the respect of and exercised authority over the younger children, in-' eluding Plaintiffs. B. Griffin Industries In 1943, John founded Griffin Industries, a rendering company that primarily hauls away animal carcasses and other waste and converts this material into useful products. Griffin Industries was a family business in the truest sense of the term. “All [of] the Griffin children worked in the business after school and in summers, with the girls doing primarily office work and the boys working in the plants.” {Id. ¶ 5.) “When the girls married, their husbands usually worked in the company.” {Id.) Over the second half of the twentieth century, Griffin Industries grew into a prosperous enterprise with operations in several states. Eventually, when the children were all adults, four of them (including Dennis and Griffy) worked full-time at Griffin Industries, while the others did not. In the 1960s and 1970s, John purchased several real estate parcels in Kentucky that were used by Griffin Industries in its operations. These properties were titled in John’s name. In 1981, Griffin Industries purchased Craig Protein, another rendering company based in Georgia. John personally held 1,000 shares of Craig Protein stock. At its core, this dispute concerns the ownership of: (i) John and Rosellen’s Griffin Industries stock; (ii) John’s real estate; and (iii) John’s Craig Protein stock. C. John’s and Rosellen’s 1967 Estate Plans In 1967, both John and Rosellen prepared separate wills and revocable trusts. Rosellen’s will specified that when she died, all of her Griffin Industries stock would pass first to John, and then to her trust (along -with the remainder of the residue of her estate). Rosellen named the First National Bank of Cincinnati (later' known as Star Bank) as her trustee, and her trust instruments provided that all assets of the trust would be divided among her eleven then-living children. The district court described John’s estate plan as follows: [John] executed a Last Will and Testament in 1967, which provided that all his chattel property would pass to [Rosel-len] and, if she predeceased him, to his eleven children in equal amounts! A first codicil in 1967 bequeathed his stock to [Rosellen], then to his 1967 Trust if she predeceased him. [John’s] second codicil, executed in 1974, bequeathed his stock to [Rosellen], with the stock to be purchased by Griffin Industries if she predeceased him. In 1974, [John] executed a third codicil changing his alternate beneficiary to his children, equally. In 1975, [John] executed a fourth codicil that left his stock to [Rosellen], except for any stock purchased by Griffin Industries. If [Rosellen] predeceased [him], then the stock would be distributed equally to his children. A fifth codicil was executed in 1981 that made no changes to the distribution of the stock. [John] also created a Trust in 1967 which, under a First Amendment executed on October 2, 1978, provided that its assets would be distributed among seven of the children when they turned thirty (or, if deceased, their living issue, if any): Cyndi, Marty, Tommy, Linda, Judy, Janet, and Betsy. These children were the seven who were not then working full-time for Griffin Industries. A further amendment in 1981 did not alter the distribution of the trust’s assets. {Id. ¶¶ 11-12.) In sum, from the late 1960s to the early 1980s, both John’s and Rosellen’s respective estate plans expressed a clear and consistent desire to bequeath their property equally to their eleven living children. There was only one deviation from this intention. In the early 1980s, John recognized that because Griffin Industries was a Subchapter S corporation, “the four working children were receiving more income from Griffin Industries tha[n] the seven non-working children.” {Id. ¶ 13.) John wanted to “adjust this result” by making additional stock gifts to the non-working children to restore equality amongst his heirs. {Id.) John’s intention was that if Rosellen predeceased him, “the non-working children would end up with more shares than the working children” to account for the fact that the working children received direct income from Griffin Industries. {Id. ¶ 14.) D. Disputed Griffin Industries Stock Transactions The events that gave rise to this lawsuit began in the mid-1980s. In 1983, John suffered a massive stroke that left him partially paralyzed and unable to speak, write, care for himself, drive, or walk without assistance. After the stroke, John had a functional IQ of 67, and the mental age of an eight-year-old. Dennis recognized his father’s infirmity, and told one of his sisters to not let John “sign anything because you know he doesn’t understand.” {Id. . ¶ 23.) Exacerbating the family upheaval, Ro-sellen died in 1985 of Parkinson’s disease. At the time of Rosellen’s death, she owned roughly 13% of Griffin Industries’ stock. In accordance with' the terms of her estate plan, her stock passed to John, who owned roughly 53% of Griffin Industries’ stock, giving him a combined total of 66% of the company.' In September 1985, Dennis and Griffy successfully petitioned a Kentucky probate court to: (i) make them executors of Rosel-len’s estate; and (ii) give them power of attorney over John. On November 14, 1985, John executed a Third Amendment to his 1967 Trust'that made Dennis and Griffy his trustees. Four days later, he transferred his 53% of Griffin Industries’ stock to his trust. Dennis and Griffy then effectuated the following elaborate series of stock transactions using their authority as trustees of John’s trust and executors of Rosellen’s estate: • John’s six sons (but none of his daughters) purchased all of Rosel-len’s Griffin Industries shares; • John’s trust sold 5% of his shares to his grandchildren’s trusts, who in turn gave his six sons (but none of his daughters) the opportunity to buy-back the shares at 60% of their value; • John disclaimed all interest in the shares Rosellen had left to him; • John’s six sons purchased all of the remaining Griffin Industries shares in John’s trust. The net result of these machinations was that the six sons obtained ownership of all of John and Rosellen’s shares, while the daughters received no stock beyond what they already owned through various gifts in the 1960s and 1970s. The sons thereafter controlled roughly 87% of Griffin Industries’ stock. After planning these maneuvers, Dennis called a pair of family meetings in November 1985 to discuss his mother’s estate. At the meetings, Dennis lied to his siblings by claiming that Griffin Industries was on the verge of bankruptcy (it was actually profitable), and that their parents’ estate plans called for the six sons to own all of the parents’ Griffin Industries stock. Dennis did not show any of his sisters his mother’s estate or trust documents, and when one of the sisters (Linda) tried to ask about her mother’s will, Dennis told her “to shut up and sit down.” (Id. ¶ 40.) Reflecting the patriarchal nature of the family, Plaintiffs trusted and “relied on Dennis and Griffy to handle their parents’ estate matters.” (Id. ¶ 45.) On two subsequent occasions, Linda visited Dennis and asked to view Rosellen’s estate documents. Each time, Dennis became angry and abusive, and refused to show her the relevant documents. E. Betsy’s 1990 Lawsuit One of the sisters—Betsy—proved more insistent than Linda. In the late 1980s, she learned that Dennis planned to transfer some of the Griffin Industries stock to his children. When Betsy asked Dennis how he had the legal authority to do this, Dennis became angry “and told her that stock ‘didn’t concern’ her.” (Id. ¶ 67.) When Betsy asked Griffy about the transfers, he lied, telling Betsy that he was not familiar with Rosellen’s estate plan, and “that if she didn’t like what [Dennis and Griffy] were doing, she should ‘sue them.’ ” (Id.) On January 20, 1990, Betsy wrote a letter to Dennis and Griffy informing them that she had read their mother’s will, and that under the will’s terms she was entitled to one-eleventh of Rosellen’s Griffin Industries stock. None of the Holt Plaintiffs saw or reviewed this letter. After Dennis and Griffy rebuffed her, Betsy filed a federal lawsuit against Dennis and Griffy in the Eastern District of Kentucky. The suit challenged Dennis and Griffy’s 1986 stock machinations, and also asserted a derivative claim on behalf of all Griffin Industries shareholders (nominally including the Holt Plaintiffs). Dennis responded to the suit by berating Betsy in front of her family members, alleging that the suit had no merit and was purely motivated by greed. Dennis told the Holt Plaintiffs that the suit did not involve them, and declined to give any details about the nature of the suit. The Holt Plaintiffs believed what Dennis told them about Betsy and the suit, and stopped speaking with Betsy until the mid-2000s. Prior to the present lawsuit, the Holt Plaintiffs never learned the nature of or participated in that suit. On November 30, 1991, John executed both a Sixth Codicil to his will (“Sixth Codicil”), and a Fourth Amendment to his trust (“Fourth Amendment”), both of which: (i) retroactively approved Dennis and Griffy’s 1986 stock transactions; and (ii) provided that the remainder of John’s property would be split equally by his five living daughters upon his death. These estate changes came shortly after John underwent a doctor’s examination which revealed his low functional IQ and mental age. On January 20, 1992, John purportedly executed an affidavit which also retroactively approved Dennis and Griffy’s stock sales. Eventually, in 1993, Betsy negotiated a settlement agreement with Dennis and Griffy that gave her a large number of Griffin Industries shares, plus roughly $100,000 to cover past distributions. However, because there was an outstanding derivative claim, Dennis and Griffy were required to separately settle with the other Griffin Industries shareholders, including the Holt Plaintiffs. Dennis called the Holt Plaintiffs into his office and ordered them to sign a document. He did not explain that the document was a settlement agreement, and when Cyndi asked if she could read it, Dennis refused. The Holt Plaintiffs executed a final settlement with Dennis and Griffy on September 10, 1993 that settled their derivative claims and released all possible tort claims against Dennis and Griffy for $10,000. Dennis lied to the Holt Plaintiffs and told them that they had received as much compensation as Betsy received for her claims, and that Betsy got “very damn little” from the 1990 lawsuit. (Id. ¶ 112.) The Holt Plaintiffs were never told the terms of Betsy’s settlement. F. Disputed Real Estate and Craig Protein Stock Sales John died on April 9, 1995, and Dennis and Griffy became the executors of his estate. At the time of his death, John’s estate still possessed the Craig Protein stock (the Georgia company John bought in 1981), as well as the real estate assets he purchased before his stroke. In accordance with the terms of John’s Sixth Codicil and Fourth Amendment, these assets should have been divided equally amongst his five daughters. Nevertheless, Dennis and Griffy sought legal advice about how to acquire this property without either obtaining the prior consent of their sisters, or violating Kentucky’s prohibition against self-dealing by fiduciaries. Eventually, Dennis and Griffy settled on the following plan: First, they directed two of their younger brothers (“Marty” and “Tommy”) to buy the Craig Protein stock at a substantially undervalued price. Later, in 2002, Marty and Tommy traded the Craig Protein stock back to Griffin Industries in exchange for Griffin Industries stock. The Griffin Industries stock they acquired netted them more than $30 million in distributions over the succeeding years. Dennis and Griffy never offered their sisters the opportunity to buy the Craig Protein stock, because they wanted the stock to remain in the hands of their brothers. Dennis and Griffy then created a new corporation, Defendant Martom, which purchased all of John’s real estate, and then leased the property back to Griffin Industries. Although Dennis and Griffy owned no shares in Martom, they effectively controlled Martom through their ownership of Griffin Industries, as Martom had no employees of its own and was staffed entirely by Griffin Industries personnel. Marty and Tommy—Martom’s owners—each testified that they exercised virtually no management or control over Martom. The net result of these transactions was that Dennis and Griffy maintained effective control and ownership over all of the Craig Protein stock and Martom real estate. “The proceeds from the sale of the Craig Protein stock to Marty and Tommy and the real properties to Martom were paid into [John’s] estate and Trust and were distributed to the five sisters equally.” (Id. ¶ 142.) Thus, although the sisters received the proceeds of these transactions, they never had the opportunity to take the stock or real-estate in-kind— something that wound up costing them millions of dollars. G. Genesis of This Litigation Griffin Industries prospered greatly throughout the 1990s and 2000s. In 2010, Griffin Industries was purchased by a company called Darling International for $840 million. While the merger was closing, Cyndi was mistakenly faxed a document listing Griffin Industries’ shareholders and detailing the amount of stock each shareholder owned. Cyndi was shocked to discover that she and her other sisters owned substantially less stock in the company than their brothers (as well as Betsy, due to the 1993 settlement). During the due diligence for the merger, Griffy became aware that he and Dennis had forgotten to transfer one of their father’s properties (“Cold Spring”) to Mar-tom during their 1995 real estate transactions. Using his power as John’s trustee, he conveyed the overlooked real estate parcel to Griffin Industries for $1. Betsy learned of Griffy’s Cold Spring transaction, and on April 27, 2011, filed suit against Dennis and Griffy in the Eastern District of Kentucky. Betsy spoke to Linda, Judy, and Cyndi about Dennis and Griffy’s various self-dealing transactions at a Christmas party in December of 2011. After learning why they possessed so little Griffin Industries stock, Linda, Judy, and Cyndi filed their own lawsuit in the Eastern District of Kentucky on March 8, 2013. The Holt Plaintiffs’ suit alleged various state and federal law causes of action against Dennis, Griffy, and Martom. Betsy and the Holt Plaintiffs’ respective lawsuits were consolidated into the instant action. II. Procedural History Because the district court record is particularly voluminous, we will summarize the proceedings below. Following initial motion practice and extensive discovery, the parties filed several cross-motions for summary judgment. After hearing oral argument on the various motions, the district court issued a summary judgment order on September 29, 2014. Osborn v. Griffin, 50 F.Supp.3d 772 (E.D. Ky. 2014). In its summary judgment order, the district court dismissed all of Plaintiffs’ various state and federal claims except for their claims for breach of fiduciary duties under Kentucky law; however, the district court largely found in Plaintiffs’ favor with respect to the fiduciary duty claims. The district court concluded that there were genuine disputes of material fact as to whether Dennis and Griffy breached their fiduciary duties with respect to the 1986 stock transactions. Id. at 794-97. The district court further determined that there was no genuine dispute of material fact that Defendants breached their fiduciary duties with respect to: (i) the Craig Protein stock sale; (ii) the Martom real estate conveyances; and (iii) Griffy’s decision to convey the Cold Spring property to Griffin Industries for $1 dollar in connection with the 2010 merger. Id. at 800-03. The district court determined that the only triable issues with respect to these claims were on Defendants’ various affirmative defenses. Id. The parties then proceeded to a bench trial. On March 21, 2016, the district court issued findings of fact and conclusions of law that rejected each of Defendants’ affirmative defenses and held Defendants liable for breaches of fiduciary duties. In essence, the district court found that all of the disputed stock sales and real estate conveyances were self-dealing transactions in violation of Defendants’ fiduciary duties and Kentucky law. The district court further found that Defendants had abused their position of trust with their sisters and covered up their misdeeds to prevent the sisters from learning of their claims. The court determined that under Kentucky law, this abuse of trust excused Plaintiffs’ failure to bring their claims within the applicable statute of limitations. Finally, the district court accepted the testimony and methodology of Plaintiffs’ damages expert, finding his reasoning sound, and noted that Defendants had failed to offer their own expert to contradict his testimony. The district court entered judgment on April 26, 2016, awarding Plaintiffs roughly $584 million in equitable disgorgement of wrongful profits and prejudgment interest. This award consisted of: (i) $10,355,925 to each Plaintiff stemming from Defendants’ Craig Protein stock sales, including prejudgment interest running from May 1995 until April 2016; (ii) $1,959,397 to each Plaintiff stemming from Defendants’ Mar-tom real estate sales, including prejudgment interest running from July 1995 until April 2016; and (iii) $178,128,949 to each of the Holt Plaintiffs stemming from Defen- ■ dants’ illicit Griffin Industries stock transactions, including prejudgment interest running from January 1986 until April 2016. Defendants were held jointly and severally liable for the entire award, and the award assessed prejudgment interest at a rate of 8% compounded annually. After post-trial motion practice did not alter the district court’s judgment, Defendants filed timely notices of appeal. DISCUSSION I. Subject Matter Jurisdiction A. Standard of Review “We review de novo the existence of subject-matter jurisdiction.” Watson v. Cartee, 817 F.3d 299, 302 (6th Cir. 2016). B. Probate Exception The district court originally asserted federal question jurisdiction over this dispute because Plaintiffs alleged a federal RICO claim. See 18 U.S.C. § 1962,1964(c). However, the district court granted summary judgment dismissing the RICO claim, leaving only Kentucky tort claims for breach of fiduciary duties. Osborn, 50 F.Supp.3d at 809. The district court asserted supplemental jurisdiction over these remaining state law claims pursuant to 28 U.S.C. § 1367(a). This use of § 1367(a) was proper because the state law claims were part of the same Article III case or controversy as the federal RICO claim, and the parties do not argue otherwise. See, e.g., Exxon Mobil Corp. v. Allapattah Servs., Inc., 545 U.S. 546, 558, 125 S.Ct. 2611, 162 L.Ed.2d 502 (2005). Where the parties disagree is whether the district court was divested of subject matter jurisdiction by the so-called “probate exception” to federal jurisdiction. Under the probate exception, federal courts are prohibited from exercising jurisdiction over certain conflicts involving property subject to a state court probate proceeding. See generally Charles A. Wright & Arthur R. Miller, et al., 13E Federal Practice and Procedure § 8610 (3d ed. 2017 supp.). The Supreme Court has held that this exception is “of distinctly limited scope.” Marshall v. Marshall, 547 U.S. 293, 310, 126 S.Ct. 1735, 164 L.Ed.2d 480 (2006). The exception is “essentially a reiteration of the general principle that, when one court is exercising in rem jurisdiction over a res, a second court will not assume in rem jurisdiction over the same res.” Id. at 311, 126 S.Ct. 1735. It “reserves to state probate courts the probate or annulment of a will and the administration of a decedent’s estate; it also precludes federal courts from endeavoring to dispose of property that is in the custody of a state probate court. But it does not bar federal courts from adjudicating matters outside those confines and otherwise within federal jurisdiction.” Id. at 311-12, 126 S.Ct. 1735. Thus, the probate exception generally does not apply when a plaintiff: (i) “seeks an in personam judgment against [the defendant], not the probate or annulment of a will;” and (ii) does not “seek to reach a res in the custody of a state court.” Id. at 312, 126 S.Ct. 1735. We have further limited the probate exception’s reach. In Wisecarver v. Moore, we held “that causes of action alleging breach of fiduciary duties ... do not necessarily fall within the scope of the probate exception.” 489 F.3d 747, 751 (6th Cir. 2007) (collecting cases). We reasoned that “the principles underlying the probate exception are not implicated when federal courts exercise jurisdiction over claims seeking in personam jurisdiction based upon tort liability because the claims do not interfere with the res in the state court probate proceedings or ask a federal court to probate or annul a will.” Id. We then distinguished the sorts of remedies implicated by the probate exception from the remedies outside of its reach. We held that the probate exception bars a plaintiff from seeking: “(1) an order enjoining Defendants’ ■ disposition of assets received from [the decedent’s] estate, (2) an order divesting Defendants of all property retained by them [from the estate] ... and (3) a declaration that [the decedent’s] probated will be declared invalid[.]” Id. We also held that the probate exception bars a plaintiff from seeking “money damages equal to the amount of the probate disbursements!.]” Id. n.l. We reasoned that granting such relief “is precisely what the probate exception prohibits because it would require the district court to dispose of property in a manner inconsistent with the state probate court’s distribution of the assets.” Id. at 751. However, we further held that plaintiffs may, without implicating the probate exception: (i) challenge inter vivos transfers; and (ii) seek disgorgement of monies improperly removed from thé decedent’s estate during his or her lifetime. Id. Defendants argue that the district court should have invoked the probate exception and declined to hear this case because: (i) Plaintiffs sought money damages equal to the value of the property probated pursuant to John’s will, violating Wisecarver; and (ii) the 1986 Griffin Industries stock sales were ratified in John’s will, and therefore Plaintiffs’ claims challenging those sales necessarily sought to invalidate the will. We disagree, for several reasons. First, we note that John’s Griffin Industries stock was not part of any res distributed by a probate court. The October 20, 1995 Inventory and Appraisement Form prepared by Dennis and Griffy for John’s probate proceedings shows that John’s estate did not hold any Griffin Industries stock at the time of his death. As we have recounted, John did not possess this stock in 1995 because Dennis and Griffy transferred it out of his estate in the mid-1980s. We thus agree with the district court that, with respect to John’s Griffin Industries stock, Plaintiffs sought and obtained “compensation for the value of property allegedly wrongfully transferred out of their father’s estate by [Defendants in breach of their fiduciary duties.” (R. 612, PagelD #28041 (emphasis added, footnote omitted).) We have expressly held that such relief does not implicate the probate exception. See Wisecarver, 489 F.3d at 751 (holding that “the removal of [contested] assets from [the decedent’s] estate during his lifetime removes them from the limited scope of the probate exception”). The reasoning for this rule is simple: property that a party removes from a decedent’s estate prior to his death is not part of the res that is distributed by the probate court. Thus, ordering a defendant to disgorge the profits acquired from such property does not require either setting aside the decedent’s will, or redistributing assets that were parceled out by the probate court. That John’s Sixth Codicil and Fourth Amendment—which purported to ratify Dennis and Griffy’s 1986 stock transactions—were included in the estate documents submitted to the probate court does not change this analysis. The mere fact that assets are tangentially mentioned in probated estate and trust documents is irrelevant. See Lefkowitz v. Bank of N.Y., 528 F.3d 102, 108 (2d Cir. 2007) (After Marshall, the “probate exception can no longer be used to dismiss widely recognized torts such as breach of fiduciary duty ... merely because the issues intertwine with claims proceeding in state court.” (citation, quotation marks, and alteration omitted)). Federal jurisdiction is only destroyed when a plaintiff seeks to set aside a will or appropriate assets that were distributed by a probate court (or their cash equivalents). Marshall, 547 U.S. at 311-12, 126 S.Ct. 1735; Wisecarver, 489 F.3d at 751 n.1. Accepting Defendants’ arguments and dismissing this suit because Plaintiffs sought the value of assets that Defendants took out of John’s estate merely because those assets were mentioned in John’s estate plan would require expanding the probate exception beyond its “distinctly limited scope.” Marshall, 547 U.S. at 310, 126 S.Ct. 1735. Second, with respect to Rosellen’s Griffin Industries stock, John’s Craig Protein stock, and the real estate acquired by Mar-tom, the district court correctly found that Plaintiffs did not “seek money damages equal to the amount of the probate disbursements.” Wisecarver, 489 F.3d at 751 n.l. Rather, the district court ordered Defendants to disgorge the profits they obtained from their wrongful conduct, and used those funds to compensate their sisters—the victims of Defendants’ scheme. These wrongful profits were significantly greater than the value of John and Rosel-len’s assets at the time their estates were probated, confirming that the district court’s monetary award was not just a proxy for the value of probated assets. See S.E.C. v. Cavanagh, 445 F.3d 105, 117 (2d Cir. 2006) (explaining that a “district court order of disgorgement forces a defendant to account for all profits reaped through his [wrongful conduct] and to transfer all such money to the court, even if it exceeds actual damages to victims”); see also id. (“Upon awarding disgorgement, a district court may exercise its discretion to direct the money toward victim compensation....”). While the probate exception prevents a federal court from de facto redistributing probated property by granting a plaintiff its equivalent cash value, Wisecarver, 489 F.3d at 751 n.l, it does not prevent a court from disgorging the profits that a defendant obtains through his wrongful possession of such property. Thus, for example, if a defendant forges a will to bequeath himself a lottery ticket worth $1 dollar, and obtains the ticket through probate proceedings, a federal court can neither set aside the will, nor order the defendant to pay a plaintiff $1 in compensatory damages. But, if the defendant wins the lottery, a federal court can use any equitable authority it possesses under the relevant substantive law it is applying to force the defendant to disgorge his lottery winnings. The probate exception is narrowly focused on preventing federal courts from upending probate proceedings; any profits a defendant may obtain after acquiring probated assets are “matters outside [its] confines.” Marshall, 547 U.S. at 311-12, 126 S.Ct. 1735. Third, none of the relief sought by Plaintiffs required invalidating John’s will. Plaintiffs do not argue that the will should be set aside; they merely argue that the will was not sufficient to ratify Defendants’ breaches of their fiduciary duties under Kentucky law. Put differently, Plaintiffs accept (as they must) the validity of John’s will, but argue that the will is insufficient proof that John intended to ratify Defendants’ wrongful conduct. This distinction is decisive, as federal courts are only prohibited from setting aside a will, and not from determining its legal effect on an affirmative defense. Id.; see also Markham v. Allen, 326 U.S. 490, 494, 66 S.Ct. 296, 90 L.Ed. 256 (1946) (holding that the probate exception does not prevent a federal court from exercising “its jurisdiction to adjudicate rights in [probated] property where the final judgment does not undertake to interfere with the state court’s possession”). In sum, the probate exception does not apply here because Plaintiffs: (i) sought “an in-personam judgment against [Defendants], not the probate or annulment of a ' will;” and (ii) did not “seek to reach a res in the custody of a state court.” Marshall, 547 U.S. at 311, 126 S.Ct. 1735. We therefore hold that the district court properly exercised subject matter jurisdiction over this dispute. II. Challenges to Liability A. Standard of Review On an appeal from a judgment entered after a bench trial, we review the district court’s legal conclusions de novo, and its factual findings for clear error. Moorer v. Baptist Mem. Health Care Sys., 398 F.3d 469, 478-79 (6th Cir. 2005); James v. Pirelli Armstrong Tire Corp., 305 F.3d 439, 448 (6th Cir. 2002); Schroyer v. Frankel, 197 F.3d 1170, 1173 (6th Cir. 1999). “A ‘finding is clearly erroneous when although there'is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.’ ” United States v. Atkins, 843 F.3d 625, 632 (6th Cir. 2016) (quoting Anderson v. City of Bessemer City, 470 U.S. 564, 573, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985)). “Under this standard, if ‘the district court’s account of the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not reverse it even though convinced that had it been sitting as the trier of fact, it would have weighed the evidence differently.’ ” Id. (quoting Anderson, 470 U.S. at 573-74, 105 S.Ct. 1504). B. Statute of Limitations Kentucky has a five-year statute of limitations for breach of fiduciary duty claims. See Ky. Rev. Stat. § 413.120(2), (6). Neither party disputes that all of Defendants’ breaches of their fiduciary duties occurred in the 1980s and 1990s—more than five years before these consolidated lawsuits were filed in 2011 and 2013, respectively. However, Kentucky equitably tolls its statute of limitations whenever the defendant’s wrongful conduct prevents a plaintiff from discovering her claims. Ky. Rev. Stat. § 413.190(2). The parties dispute the applicability of this tolling provision. Before we discuss the parties’ arguments, it is helpful to separate out the district court findings that are not at issue in this appeal. The district court found that Plaintiffs should have discovered their claims through the exercise of reasonable diligence by the early 1990s. Osborn, 50 F.Supp.3d at 806-08. The district court also found that Defendants failed to “disclose all the material facts regarding [their] handling of their parents’ estate plans or their fiduciary breaches” despite having “an affirmative duty to make full disclosures to their sisters[.]” (R. 856, ¶ 213.) Neither party challenges these findings, although as we discuss later, Defendants deny having had any fiduciary duties to Plaintiffs. Instead, the parties’ statute of limitations dispute is cabined to a single legal issue: when a defendant violates his fiduciary duties to a plaintiff by failing to disclose facts relevant to the plaintiffs cause of action, does the statute of limitations run from the time when the plaintiff should have known about the breach, or the time when the plaintiff actually learns about the breach? Defendants argue that the limitations period began running when Plaintiffs should have learned about their claims in the early 1990s, and therefore assert that the claims are time-barred. Plaintiffs argue, and the district court concluded, that the limitations period began running in 2010 when Plaintiffs actually learned about Defendants’ wrongful conduct. We agree with Plaintiffs and the district court. Kentucky’s equitable tolling statute provides as follows: When a cause of action mentioned in KRS 413.090 to 413.160 accrues against a resident of this state, and he by absconding or concealing himself or by any other indirect means obstructs the prosecution of the action, the time of the continuance of the absence from the state or obstruction shall not be computed as any part of the period within which the action shall be commenced. But this saving shall not prevent the limitation from operating in favor of any other person not so acting, whether he is a necessary party to the action or not. Ky. Rev. Stat. § 413.190(2) (emphasis added). Ordinarily, this statute only tolls the statute of limitations when a defendant commits an affirmative act that conceals his wrongdoing. Munday v. Mayfair Diagnostic Lab., 831 S.W.2d 912, 915- (Ky. 1992). However, “where the law imposes a duty of disclosure, a failure of disclosure may constitute concealment under KRS 413.190(2)[.]” Id. Two parallel rules govern the application of Kentucky’s equitable tolling statute in cases where the defendant conceals his wrongdoing. Typically, the limitations period begins to run when: (i) the defendant’s wrongful concealment is revealed to the plaintiff; or (ii) the plaintiff “should have discovered his cause of action by reasonable diligence.” Emberton v. GMRI, Inc., 299 S.W.3d 565, 575 (Ky. 2009). “When a confidential relationship exists between the parties, however, the statute does not begin to run until actual discovery of the fraud [or] mistake.” Hernandez v. Daniel, 471 S.W.2d 25, 26 (Ky. 1971). “The rationale of the actual notice requirement is that persons in a confidential relationship do not have the reason or occasion to check up on each other that would exist if they were dealing at arm’s length.” McMurray v. McMurray, 410 S.W.2d 139, 141-42 (Ky. 1966). The seminal case applying Kentucky’s equitable tolling statute in the context of a confidential relationship is Security Trust Co. v. Wilson, 307 Ky. 152, 210 S.W.2d 336 (1948). In Security Trust, the plaintiffs uncle and guardian wrongfully appropriated property the plaintiff inherited from her deceased father. Id. The plaintiff brought suit decades after the wrongful transfer, and the defendant argued that the claims were time barred. Id. at 337. The Kentucky Court of Appeals, at that time Kentucky’s highest court, disagreed, holding that a fiduciary relationship existed between the plaintiff and her uncle, and the uncle’s failure to disclose the wrongful transfer tolled the statute of limitations. Id. at 339. In explaining the rationale for its holding, the Kentucky Court of Appeals focused on the close family relationship between the plaintiff and her uncle. The court cited the prevailing rule from other jurisdictions that: Where a confidential relationship exists between the parties, failure to discover the facts constituting fraud may be excused. In such a case so long as the relationship continues uprepudiated [sic], there is nothing to put the injured party on inquiry, and he cannot be said to have failed to use diligence in detecting the fraud. Thus it has been held that a complainant is not chargeable with want of diligence in not discoveming [sic] the fraud of his guardian in concealing the receipt and existence of property where such guardian was his step-father, in whose family, and as whose child he was brought up, and in whom he had implicit confidence, there, being no reason to suspect that a fraud was being practiced. Id. at 338 (first and third emphases added; citation and internal quotation marks omitted). Applying these principles, the court reasoned “that considering the fact that [the defendant] was the uncle of the plaintiff ... such a fiduciary relationship existed between the [uncle] and this plaintiff that it would have been embarrassing for her to have questioned her uncle’s integrity, or have demanded that he show her the bonds which he said were in his possession[.]” Id. at 339. The court thus held that the uncle’s failure to disclose his misappropriation of her assets “tolled the running of the statute of limitations” notwithstanding the plaintiffs failure to discover the wrongdoing. Id. at 340. Defendants argue that Security Trust only applies to cases where the plaintiff has no reason whatsoever to suspect that the defendant has engaged in any wrongdoing. Instead, Defendants argue that the Court should follow the rule ostensibly set forth in Adams v. Ison, 249 S.W.2d 791, 793 (Ky. 1952), where the Kentucky Court of Appeals stated that the statute of limitations “begins to run ... when the fraud or concealment ... should have been discovered by the exercise of reasonable diligence by the injured [party].” Defendants’ interpretation misreads Adams. In that case, a doctor negligently left a piece of rubber tubing inside of a patient during surgery. Id. When the patient discovered the tubing, the doctor told him not to worry because the tubing would eventually degrade within the body. Id. The tubing did not erode over the course of twenty years, causing the patient to lose one of his lungs. Id. When the plaintiff later brought suit, the defendant argued that his cause of action was barred by the statute of limitations. The Kentucky Court of Appeals disagreed, holding that the limitations period was tolled after the doctor concealed the degree of the plaintiffs injury by advising him that the rubber tube was not harmful. Id. The court once again placed special emphasis on the “intimate” relationship between the plaintiff and the defendant: The relationship of a patient to his physician is by its very nature one of the most intimate. Its foundation is the theory that the physician is learned, skilled and experienced in the afflictions of the body about which the patient ordinarily knows little or nothing but which are of the most vital importance to him. Therefore, the patient must necessarily place great reliance, faith and confidence in the professional word, advice and acts of his doctor. It is the physician’s duty to act with the utmost good faith and to speak fairly and truthfully at the peril of being held liable for damages for fraud and deceit. 41 Am.Jur., Physicians and Surgeons, Secs. 70, 73, 74; 70 C.J.S., Physicians and Surgeons, § 36; Cf. Walden v. Jones, 289 Ky. 395, 158 S.W.2d 609, 141 A.L.R. 105. Since the relationship of physician and patient begets confidence and reliance, a liberal attitude should be taken in behalf of the patient. No degree of deceit or fraud by the doctor to avoid legal liability for malpractice by enabling himself to set up the shield of the statute of limitations should be permitted. Schmucking v. Mayo, 183 Minn. 37, 235 N.W. 633; Groendal v. Westrate, 171 Mich. 92, 137 N.W. 87, Ann.Cas. 1914B, 906 [Am.Ann. Cas. 1914B, 906]; Hudson v. Shoulders, 164 Tenn. 70, 45 S.W.2d 1072. We have so held in cases where the relationship was that of mother and son, Loy v. Nelson, 201 Ky. 710, 258 S.W. 303 and guardian and ward. Security Trust Co. v. Wilson, 307 Ky. 152, 210 S.W.2d 336. Id. at 793-94 (emphasis added). Notably, the court did not run the statute of limitations from the time the plaintiff reasonably should have discovered his cause of action—the instant the doctor confirmed his malpractice. Instead, the court applied its rule from Security Trust that the limitation period should be tolled when a defendant abuses a confidential relationship to prevent the plaintiff from discovering her cause of action. Id. This case closely parallels Security Trust. As in Security Trust, Plaintiffs and Defendants were in a close family relationship that would have made it difficult for Plaintiffs to question their brothers’ integrity or demand a detailed accounting of the brothers’ business activities. The parties’ family dynamics were such that Plaintiffs trusted their brothers implicitly, and generally deferred to their business judgment. Moreover, Defendants reacted aggressively and disparagingly whenever Plaintiffs tried to inquire into Defendants’ management of the family business and their parents’ assets. Under these circumstances, Kentucky law excuses Plaintiffs’ failure to discover Defendants’ wrongful conduct. Security Trust, 210 S.W.2d at 338 (“Where a confidential relationship exists between the parties, failure to discover the facts constituting fraud may be excused.” (citation omitted)). Martom separately argues that equitable tolling cannot apply to Plaintiffs’ claims against it, because it was never in a fiduciary relationship with Plaintiffs. We reject this argument. The district court found that Martom was created by Griffy and Dennis to wrongfully circumvent Kentucky’s law against self-dealing. Kentucky law places persons and entities that aid or abet a tort in the same position as the primary tortfeasor. See Steelvest, Inc. v. Scansteel Serv. Ctr., 807 S.W.2d 476, 486 (Ky. 1991); cf. Miles Farm Supply, LLC v. Helena Chem. Co., 595 F.3d 663, 666 (6th Cir. 2010) (explaining that Kentucky follows § 876 of the Second Restatement of Torts, which imposes aiding and abetting liability on parties that knowingly assist in a tortfeasor’s breach of fiduciary duties). Because Martom participated in Griffy and Dennis’ wrongdoing, equitable principles prevent it from invoking the statute of limitations. Emberton, 299 S.W.3d at 573 (noting that Kentucky’s equitable tolling statute does not permit an “inequitable resort to a plea of limitations” (quoting Adams, 249 S.W.2d at 793)). C. Effect of Betsy’s 1990 Lawsuit Defendants next argue that the Holt Plaintiffs’ claims are barred by: (i) the release provision in the 1993 settlement agreement they signed terminating Betsy’s derivative claims against Dennis and Griffy; and (ii) the doctrine of collateral estoppel. Once again we disagree. The district court refused to enforce the release provision in the 1993 settlement agreement because it found that Defendants violated their fiduciary duties to the Holt Plaintiffs by misrepresenting the nature of Betsy’s 1990 lawsuit, failing to disclose their own wrongdoing, and misleading the Holt Plaintiffs into signing an inequitable settlement agreement. The district court also rejected Defendants’ collateral estoppel argument because it determined that the Holt Plaintiffs were not adequately represented in Betsy’s lawsuit. The district court found that Betsy’s position was adverse to the Holt Plaintiffs—at one point during the settlement negotiations, Betsy rejected a proposal that the Holt Plaintiffs receive a portion of Griffin Industries’ stock because doing so would have diluted her own share. Because the Holt Plaintiffs thus did not have a full and fair, opportunity to litigate their rights in the 1990 lawsuit, the district court found that the suit could not bar their claims in this lawsuit. On appeal, Defendants attack the district court’s determination on two grounds. First, Defendants argue that the district court already determined in the 1990 lawsuit that Betsy was an adequate representative for the Holt Plaintiffs, and aver that the district court’s prior determination should govern in this case as well. Second, Defendants argue that they ceased having fiduciary duties to the Holt Plaintiffs once Betsy brought the derivative suit, because the Holt Plaintiffs and Defendants then became adverse parties. Much like the district court, we do not find Defendants’ arguments persuasive. We have reviewed the record from the 1990 lawsuit, and the district court never determined that Betsy was an adequate representative of the Holt Plaintiffs’ interests. Instead, the district court expressly reserved that issue for trial, and the issue was never litigated further because Betsy’s settlement terminated the proceedings. We cannot find support for Defendants’ representations to the contrary. Because there is no real question that the Holt Plaintiffs were not adequately represented in the prior suit—Betsy’s litigation conduct shows that she was not trying to maximize recovery for her sisters—Defendants cannot invoke collateral estoppel against them. See Moore v. Commonwealth, 954 S.W.2d 317, 319 (Ky. 1997) (collateral es-toppel requires that the party have had “a full and fair opportunity to litigate” the prior suit). Moreover, Defendants cite no authority for their dubious claim that they ceased having any fiduciary duties to the Holt Plaintiffs once Betsy filed her 1990 derivative lawsuit. Under Kentucky law, fiduciary duties continue as long as the parties enjoy a confidential relationship. See Steelvest, 807 S.W.2d at 486. The record is clear that Defendants continued to have a confidential relationship with the Holt Plaintiffs even after Betsy filed the 1990 lawsuit; indeed, the Holt Plaintiffs signed the 1993 settlement agreement precisely because they continued to trust Dennis and Griffy- implicitly. Moreover, it would create an entirely untenable rule if we were to accept Defendants’ arguments. If the filing of a shareholder derivative suit relieved management of all of its fiduciary duties to the corporation and its shareholders, then management could plunder a corporation’s assets with impunity every time a derivative suit is filed against them. This outcome would, of course, undermine the very purpose animating the law of fiduciary duties, which is to assure that fiduciaries do not betray the trust reposed in them. In arguing to the contrary, the dissent posits that Defendants had no “brotherly ‘fiduciary duty” to discourage settlement” with their sisters because “the parties were engaged on opposite sides of a lawsuit in which the sisters claimed serious wrongdoing by the brothers.” Post at 466 (Opinion of Merritt, J.). This formulation misstates key facts regarding the 1993 lawsuit. The “sisters,” plural, did not sue Defendants in 1993—Betsy did, and her settlement with Defendants unquestionably prevents her from recovering any additional sums related to Defendants’ illicit stock transactions. See supra, note 4. Linda, Cyndi, and Judy, by contrast, were only nominal parties to the lawsuit because Betsy brought a derivative claim on behalf of all Griffin Industries shareholders. The district court found that these sisters did not discover the nature of Betsy’s lawsuit until 2010 because Defendants hid and lied about Betsy’s claims, and that Defendants browbeat them into signing a settlement agreement that they had not read and did not understand. Thus, contrary to the dissent’s insinuations, our holding is not that adverse parties always continue to owe fiduciary duties to one another during litigation, or that Defendants were not permitted to settle with the Holt Plaintiffs. Rather, it is that fiduciaries are not relieved of their duty of loyalty towards their beneficiaries just because those beneficiaries are unknowingly swept up in a third party’s, shareholder derivative lawsuit against the fiduciaries. If Defendants wished to settle with the Holt Plaintiffs, they were required to follow settled agency principles and make sure that the Holt Plaintiffs understood the rights that they were signing away. See Restatement (Second) of Contracts § 178 (1981) (“If a fiduciary makes a contract with his beneficiary relating to matters within the scope of the fiduciary relation, the contract is voidable by the beneficiary, unless (a) it is on fair terms, and (b) all parties beneficially interested manifest assent with full understanding of their legal rights and of all relevant facts that the fiduciary knows or should know.”). Any other rule would permit widespread misbehavior by fiduciaries subject to active derivative lawsuits, even though most of the shareholder-beneficiaries had no role in initiating the suit—a truly damaging and illogical result. Our conclusion that Dennis and Griffy continued to owe fiduciary duties to the Holt Plaintiffs after Betsy’s 1990 lawsuit was filed makes clear that the brothers’ failure to disclose the nature of the lawsuit and the 1993 settlement to the Holt Plaintiffs rendered the settlement’s release provision invalid. Numerous cases establish that contractual releases between a fiduciary and a beneficiary are unenforceable if the fiduciary fails to make sufficient disclosures to allow the beneficiary to fairly determine whether to release her claims. See, e.g., Masterson v. Pergament, 203 F.2d 315, 322 (6th Cir. 1953) (“A release obtained by a fiduciary through concealment or misrepresentation is of no effect.”); Mazak Corp. v. King, 496 Fed.Appx. 507, 511 (6th Cir. 2012) (Like “the vast majority of state and federal courts,” Kentucky law requires that a “release must be set aside if the fiduciary failed to make a full disclosure of all relevant facts to the beneficiary.”); Hale v. Moore, 289 S.W.3d 567, 582-83 (Ky. Ct. App. 2008) (holding that release signed by beneficiaries was invalid where the beneficiaries “were not fully apprised of the consequences of signing the [release] by” their fiduciaries). Accordingly, we hold that the 1993 settlement agreement and the doctrine of collateral estoppel do not bar Plaintiffs’ claims. D. Arguments That Defendants Did Not Breach Their Fiduciary Duties 1. Liability for Sales of John’s Griffin Industries Stock i. Choice of Law Defendants argue that they could not have breached any fiduciary duties with respect to the 1986 sale of their father’s Griffin Industries stock from his revocable trust, because they did not owe any fiduciary duties to Plaintiffs at all. John’s revocable trust contains a choice of law clause specifying that the trust is governed by Ohio law. Under Ohio law, trustees of revocable trusts owe fiduciary duties only to the trust’s settlor, and not to any of its beneficiaries, unless the settlor becomes incapacitated or dies. See Ohio Rev. Code § 5806.03(A); Puhl v. U.S. Bank, N.A., 34 N.E.3d 530, 536 (Ohio Ct. App. 2015) (“[T]he duties of the trustee are owed exclusively to the settlor during the settlor’s lifetime.”). John did not die until 1995, and the district court made no express finding that he became incapacitated; accordingly, Defendants arguably had no fiduciary duties to Plaintiffs under Ohio law when the 1986 stock sales occurred. Therefore, Defendants argue that the district court’s judgment must be vacated insofar as it penalized them for improper sales they made as John’s trustees. We reject Defendants’ argument because we conclude that Kentucky courts would apply Kentucky law to this dispute notwithstanding the trust’s Ohio choice of law clause. Federal courts exercising supplemental jurisdiction must apply the forum state’s choice of law rules to select the applicable state substantive law. See Felder v. Casey, 487 U.S. 131, 151, 108 S.Ct. 2302, 101 L.Ed.2d 123 (1988); see also Palm Beach Golf Ctr.-Boca, Inc. v. John G. Sarris, D.D.S., P.A., 781 F.3d 1245, 1260 (11th Cir. 2015); McCoy v. Iberdrola Renewables, Inc., 760 F.3d 674, 684 (7th Cir. 2014). Under Kentucky law, the “meaning and effect of the terms of a trust ... are determined by ... (1) [t]he law of the jurisdiction designated in the terms [of the trust instrument] 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[.]” Ky. Rev. Stat. § 386B.1-050(1) (emphasis added). We have uncovered no Kentucky cases applying or rejecting a choice of law clause in a trust, and the parties have not cited any such cases. We are thus left without any binding authority to guide us in determining whether applying Ohio law to this dispute would be “contrary to a strong public policy of the jurisdiction having the most significant relationship to the matter at issue.” Id. However, Kentucky has numerous cases dealing with the applicability of contractual choice of law clauses. Because such clauses serve an identical purpose whether they appear in trust instruments or contracts, these cases are highly relevant in fashioning our Erie guess as to which state’s law Kentucky courts would apply to this case'. See Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). In the contractual context, we have recognized that “Kentucky courts will not automatically honor a choice-of-law provision, to the exclusion of all other considerations.” Wallace Hardware Co. v. Abrams, 223 F.3d 382, 393 (6th Cir. 2000). As we have noted on numerous occasions, Kentucky courts have an extremely strong and highly unusual preference for applying Kentucky law even in situations where most states would decline to apply their own laws. See, e.g., id. at 391 (“On at least two occasions, we likewise have noted this provincial tendency in Kentucky choice-of-law rules.”); Adam v. J.B. Hunt Transp., Inc., 130 F.3d 219, 230 (6th Cir. 1997) (noting that “Kentucky does take the position that when a Kentucky court has jurisdiction over the parties, ‘[the court’s] primary responsibility is to follow its own substantive law.’ ” (alteration in original) (quoting Foster v. Leggett, 484 S.W.2d 827, 829 (Ky. 1972))); Johnson v. S.O.S. Transp., Inc., 926 F.2d 516, 519 n. 6 (6th Cir. 1991) (“Kentucky’s conflict of law .rules favor the application of its own law whenever it can be justified.”); Harris Corp. v. Comair, Inc., 712 F.2d 1069, 1071 (6th Cir. 1983) (“Kentucky courts have apparently applied Kentucky substantive law whenever possible.... [I]t is apparent that Kentucky applies its own law unless there are overwhelming interests to the contrary.” (emphasis in original) (discussing Breeding v. Mass. Indem. & Life Ins. Co., 633 S.W.2d 717 (Ky. 1982))); see also Paine v. La Quinta Motor Inns, Inc., 736 S.W.2d 355, 357 (Ky. Ct. App. 1987) (noting that Kentucky courts “are very egocentric or protective concerning choice of law questions”), overruled on other grounds by Oliver v. Schultz, 885 S.W.2d 699 (Ky. 1994). In Wallace Hardware, we made an Erie guess that Kentucky courts would enforce contractual choice of law provisions unless “the chosen state has no substantial relationship to the parties or the transaction.” 223 F.3d at 397 (citation and internal quotation marks omitted). Subsequently, the Kentucky Supreme Court has confirmed that it will apply its own law to a dispute with ties to Kentucky, even in spite of an otherwise-valid choice of law clause. See Schnuerle v. Insight Commc’ns Co., 376 S.W.3d 561, 566-67 (Ky. 2012) (applying Kentucky law in spite of a New York choice of law provision because “Kentucky had the greater interest in, and the most significant relationship to, the transaction and the parties”). Thus, we have had to admit that our Erie guess in Wallace Hardware was wrong, and that Kentucky’s most-substantial-relationship test trumps even an otherwise-valid choice of law clause when the dispute is centered in Kentucky. See Hackney v. Lincoln Nat’l Fire Ins. Co., 657 Fed.Appx. 563, 570 (6th Cir. 2016) (“Thus, as several federal district court decisions have noted, Wallace Hardware’s assumption about the Kentucky Supreme Court’s application' of [choice of law clauses] has now proven faulty.”). In the instant case, there can be no question that Kentucky has the most significant relationship to John’s revocable trust. See Restatement (Second) of Conflict of Laws §§ 270, 6 (1971). John, his business, his trustees, most of his assets, and most of his trust’s beneficiaries were all centered in Kentucky. The trust’s only apparent ties to Ohio are that: (i) it was created in Ohio; and (ii) John’s lawyers were in Cincinnati, Ohio. Thus, Kentucky has a far more significant relationship to the trust than does Ohio. The only remaining question is whether Kentucky has a “strong” enough public policy to overcome the default presumption that Ohio law applies per the terms of the trust’s choice of law provision. Ky. Rev. Stat. § 386B.1-050(1). We believe that Kentucky courts would apply Kentucky law in determining the fiduciary duties created by John’s trust. Kentucky’s public policy of protecting trust beneficiaries , against self-dealing trustees is so strong that Kentucky has enacted a separate statutory provision confirming that none of its other statutes governing trusts “in any way relieve a fiduciary who breaches his trust and causes any loss thereby of his liability under his bond, or of any civil or criminal liability provided for by law.” Ky. Rev. Stat. § 386.150. Moreover, as stated earlier, Kentucky also has an unusually strong preference for applying its own laws, even in the face of valid choice of law provisions. When these factors are weighed together, we believe that Kentucky courts would not apply Ohio law, particularly since doing so might relieve Defendants of liability for wrongful conduct that occurred in Kentucky, where the effects of this litigation will be mostly felt. Applying Kentucky law, we must reject Defendants’ argument that they did not have any fiduciary duties to their sisters stemming from their positions as trustees of John’s