DeGiacomo v. City of Quincy
476 Mass. 38
Mass.2016Background
- The Adams Temple and School Fund (Adams Fund) is a charitable trust originating from John Adams; the Woodward School for Girls (Woodward School) is the fund's sole income beneficiary.
- In 1971 Quincy, as trustee, filed a bill in equity seeking approval for a 50‑year lease of the Adams Academy to the Quincy Historical Society (Society); the Attorney General was a defendant, but the Woodward School was not notified or named.
- A single justice approved the proposed lease by decree in 1972, implicitly finding execution would not breach the trustee’s duty of loyalty.
- In 2011 a Probate judge removed Quincy as trustee, appointed a successor trustee, and found Quincy had breached duties (including loyalty) in relation to the lease; the Supreme Judicial Court affirmed liability in part in Woodward School v. Quincy (2014).
- In 2014 the successor trustee sued Quincy and the Society seeking rescission and damages for breach of loyalty; defendants invoked res judicata based on the 1972 decree.
- The single justice granted summary judgment for defendants; the SJC affirmed, holding the successor trustee (acting for Woodward School) is precluded from relitigating whether execution of the lease breached the duty of loyalty because the Attorney General adequately represented the charitable trust’s interests in 1972.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether successor trustee is precluded by res judicata from attacking the 1972 lease approval | Successor trustee: not bound because neither he nor Woodward School were parties in 1972 and School had no notice; therefore no privity | Quincy/Society: decree binds successors and beneficiaries because the Attorney General, as statutory guardian of charitable trusts, represented the public/beneficiary interest in 1972 | Held: Yes — successor trustee is precluded; Attorney General adequately represented the beneficiary interest and binding the School was consistent with due process |
| Whether a successor trustee can be bound by a prior adjudication obtained by a predecessor trustee seeking court directions | Successor trustee: predecessor’s actions shouldn’t bind successor where trustee breached duty by seeking decree | Defendants: trustee’s right to seek judicial directions protects trustee and successors from later claims; privity includes successors in interest | Held: Successor trustee is bound; courts expect final adjudications to protect trustee and successors in interest |
| Whether the Attorney General’s representation of public interest can be ‘‘privity’’ with a private charitable beneficiary for preclusion | Successor trustee: AG represented general public, not School’s distinct private interest, so no privity | Defendants: AG has exclusive statutory/common‑law duty to enforce charitable trusts and thus adequately represented beneficiary interests | Held: AG’s representation was adequate here; interests were aligned and the court protected those interests |
| Whether lack of actual notice to the Woodward School in 1972 invalidates preclusion | Successor trustee: due process violated because School had no opportunity to be heard or intervene | Defendants: No legal duty in 1972 to notify income beneficiaries of such equity petitions where AG is party; permitting relitigation would undermine trustee’s ability to obtain binding directions | Held: No; under law as of 1972 there was no obligation to notify the income beneficiary and due process is satisfied by AG representation |
Key Cases Cited
- Woodward Sch. for Girls, Inc. v. Quincy, 469 Mass. 151 (2014) (prior SJC decision addressing trustee removal, breach findings, and fund history)
- Taylor v. Sturgell, 553 U.S. 880 (2008) (standard for when nonparty is bound by earlier litigation; adequacy of representation factors)
- Parklane Hosiery Co. v. Shore, 439 U.S. 322 (1979) (due process limits on binding nonparties by prior judgments)
- Putnam v. Collamore, 109 Mass. 509 (1872) (trustee’s right to seek court directions to avoid future liability)
- Willett v. Webster, 337 Mass. 98 (1958) (successors in interest/privity and effect of judgments on successors)