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SJC-11940

  JAMES R. DeGIACOMO, trustee,1    vs.   CITY OF QUINCY & others.2



         Suffolk.    September 7, 2016. - November 15, 2016.

 Present:     Gants, C.J., Botsford, Lenk, Hines, Gaziano, Lowy, &
                               Budd, JJ.


Res Judicata. Collateral Estoppel. Judgment, Preclusive
     effect. Trust, Charitable trust. Contract, Lease of real
     estate, Rescission. Real Property, Lease. Fiduciary.
     Attorney General.



     Civil action commenced in the Supreme Judicial Court for
the county of Suffolk on February 19, 2014.

     The case was heard by Spina, J., on motions for summary
judgment.


     James   R. DeGiacomo (Susan J. Baronoff with him) for the
plaintiff.
     James   S. Timmins, City Solicitor, for city of Quincy.
     Barry   S. Pollack (Phillip Rakhunov with him) for Quincy
Historical   Society.




    1
         Of the Adams Temple and School Fund.
    2
         Quincy Historical Society; Attorney General, interested
party.
                                                                   2


    GANTS, C.J.    In 1971, the city of Quincy (Quincy), as

trustee of the Adams Temple and School Fund (Adams Fund), filed

a "bill of complaint" in equity asking a single justice of the

Supreme Judicial Court to enter a decree authorizing it to

execute a proposed fifty-year lease of the building and parking

lot of the Adams Academy that it had negotiated with the Quincy

Historical Society (Society).   The Attorney General was a

defendant in that action, but the Woodward School for Girls,

Inc. (Woodward School or School), which was the sole income

beneficiary of the Adams Fund, was not.   In 1972, the single

justice decreed that Quincy was authorized to execute the

proposed lease.   The successor trustee of the Adams Fund now

seeks rescission of that lease, as well as money damages and

restitution, claiming that Quincy violated its fiduciary duty of

loyalty by executing the lease approved by the single justice.

    The issue presented on appeal is whether the successor

trustee of the Adams Fund is precluded by res judicata from

obtaining that relief.   The successor trustee contends that he

should not be precluded because neither he nor the Woodward

School was a party to the equity proceeding in 1972, and the

School could not reasonably have intervened because it was not

given notice of the proposed lease or the filing of the

complaint.   Quincy and the Society contend that preclusion is

appropriate because, where the Adams Fund is a public charitable
                                                                   3


trust, the only necessary party to the equity proceeding was the

Attorney General, who was in privity with the School based on a

statutory responsibility under G. L. c. 12, § 8, to "prevent

breaches of trust" in the administration of public charities.

We conclude that the successor trustee is precluded by res

judicata from prevailing on his challenge to the execution of

the lease.

    Background.   The Adams Fund arose from the 1822 deed of

trust of former President John Adams, who deeded a portion of

his estate to the benefit of Quincy and its residents. The

history of the Fund is described in Woodward Sch. for Girls,

Inc. v. Quincy, 469 Mass. 151, 154-155 (2014) (Woodward School),

so we will recount here only those facts relevant to the

disposition of this appeal.

    In 1953, this court decreed in an unpublished order that

the net income from the Adams Fund shall be paid "for the

conduct, operation, maintenance, management, and advancement" of

the Woodward School.   The Woodward School remains the sole

income beneficiary of the Fund.

    In 2007, the Woodward School filed a complaint and petition

for an accounting with a single justice of this court, and the

single justice transferred the case to the Norfolk County

Division of the Probate and Family Court Department.   After the

issuance of a report by a special master and a bench trial, the
                                                                        4


judge in February, 2011, entered findings of fact and an

"amended judgment and rationale," in which he concluded that

Quincy had failed as trustee to manage the Adams Fund in a

competent and prudent manner, and thus committed a breach of its

"primary duty" to maximize the income of the trust.       Among other

relief, the judge removed Quincy as trustee and appointed the

plaintiff as successor trustee.3    The judge specifically found

that Quincy had committed a breach of its "duty of loyalty to

the Woodward School" when it petitioned the single justice for

approval of a fifty-year lease of the Adams Academy to the

Society for "nominal rent."   The judge, however, did not order

that any action be taken regarding the lease, apart from

enjoining Quincy from negotiating any modification or extension

of the lease before the successor trustee had assumed

stewardship of the Adams Fund.     We affirmed the amended judgment

as to liability but remanded the case to the Probate and Family

Court for recalculation of the damages.     Id. at 180.

     In February, 2014, the successor trustee filed a complaint

against Quincy and the Society in the county court, invoking

this court's equity authority under G. L. c. 214, § 1.       The

complaint alleged that Quincy violated its fiduciary duty to the

     3
       The judge also ordered the city of Quincy (Quincy) to pay
$2,994,868 to the Adams Temple and School Fund (Adams Fund) for
its breach of fiduciary duty and directed Quincy to file an
accounting for the Adams Fund for the period from January 1,
2009, until the successor counsel commenced his stewardship.
                                                                    5


Woodward School by failing to notify the School of its intention

to lease the Adams Academy and by leasing the property at a

rental price below market, and sought rescission of the lease

and money damages.    The complaint also alleged that the Society

knowingly participated in Quincy's breach of fiduciary duty and,

therefore, was liable for restitution in the amount of its

unjust enrichment.

    The plaintiff successor trustee moved for partial summary

judgment, claiming that he was entitled under the doctrine of

issue preclusion to a declaration that Quincy had committed a

breach of its fiduciary duty to the Woodward School with respect

to the lease, as had been found by the judge.     The defendants,

Quincy and the Society, cross-moved for summary judgment,

claiming, among other grounds, that they were entitled to

judgment under the doctrine of res judicata because of the

judgment of the single justice in 1972 authorizing the execution

of the lease.

    The single justice allowed the defendants' motions, denied

the plaintiff's motion, and entered judgment on behalf of the

defendants.   The single justice concluded that "[t]he 1972

decree settles as a matter of res judicata the issue of whether

[Quincy] breached its duty of loyalty in executing the lease

with the Society.    It did not."   The single justice also

concluded that, because the judge made a "mistake of law" in
                                                                     6


finding that Quincy had committed a breach of its fiduciary duty

of loyalty by petitioning this court for approval of the lease,

the judge's finding "can have no effect in the nature of

collateral estoppel for the current litigation."    The successor

trustee appealed from the judgment to the full court, contending

that the single justice erred as a matter of law in concluding

that the defendants were entitled to judgment under the doctrine

of res judicata.4   We review the single justice's disposition of

a motion for summary judgment de novo.    Miller v. Cotter, 448

Mass. 671, 676 (2007).

     Discussion.    The doctrine of res judicata is based on

"[c]onsiderations of fairness and the requirements of efficient

judicial administration," which "dictate that an opposing party

in a particular action as well as the court is entitled to be

free from attempts to relitigate the same claim."    Wright Mach.

Corp. v. Seaman-Andwall Corp., 364 Mass. 683, 688 (1974).      See

Biggio v. Magee, 272 Mass. 185, 188 (1930) ("the doctrine of res

judicata is a rule of public policy founded on the established

principle that it is in the interest of the parties and for the

public welfare that litigation once decided on its merits should

end").



     4
       The successor trustee does not challenge on appeal the
single justice's denial of his motion for partial summary
judgment.
                                                                   7


    Res judicata is now understood as a "generic term" that

describes two specific types of preclusion.    Heacock v. Heacock,

402 Mass. 21, 23 n.2 (1988).   "Claim preclusion makes a valid,

final judgment conclusive on the parties and their privies, and

prevents relitigation of all matters that were or could have

been adjudicated in the action."   Kobrin v. Board of

Registration in Med., 444 Mass. 837, 843 (2005), quoting O'Neill

v. City Manager of Cambridge, 428 Mass. 257, 259 (1998).

"[C]laim preclusion requires three elements:   '(1) the identity

or privity of the parties to the present and prior actions, (2)

identity of the cause of action, and (3) prior final judgment on

the merits.'"   Kobrin, supra, quoting DaLuz v. Department of

Correction, 434 Mass. 40, 45 (2001).

    "[I]ssue preclusion 'prevents relitigation of an issue

determined in an earlier action where the same issue arises in a

later action, based on a different claim, between the same

parties or [parties in privity with the same parties].'"

Kobrin, 444 Mass. at 843, quoting Heacock, 402 Mass. at 23 n.2.

A party is precluded from relitigating an issue where "(1) there

was a final judgment on the merits in the prior adjudication;

(2) the party against whom preclusion is asserted was a party

(or in privity with a party) to the prior adjudication; and (3)

the issue in the prior adjudication was identical to the issue

in the current adjudication," was essential to the earlier
                                                                     8


judgment, and was actually litigated in the prior action.

Kobrin, supra, quoting Tuper v. North Adams Ambulance Serv.,

Inc., 428 Mass. 132, 134 (1998).

    We focus on issue preclusion.     Here, the first and third

elements are plainly satisfied:    there was a final judgment on

the merits in the 1972 bill of complaint litigation, and the

essential issue in both cases is the same -- whether execution

of the lease of the Adams Academy to the Society constitutes a

breach of Quincy's fiduciary duty of loyalty.    The dispute

concerns the second element.

    The successor trustee essentially makes two arguments why

the second element is not satisfied in this case.    First, he

claims that he was not a party to the 1972 litigation, because

he was not appointed until 2011, and that he should not be bound

by the adjudication of the earlier litigation because the

original trustee, Quincy, committed a breach of its fiduciary

duty of loyalty by seeking the decree it obtained.     We need not

dwell long on this argument.   We recognize that a successor

trustee may act on behalf of the beneficiaries in bringing a

claim of breach of fiduciary duty against the former trustee.

See O'Connor v. Redstone, 452 Mass. 537, 552 (2008).    But the

adjudication in 1972 determined that Quincy did not commit a

breach of its fiduciary duty by seeking the decree, because the

single justice approved the execution of the lease proposed in
                                                                     9


the decree.   That adjudication arose from Quincy's exercise of

the long-established privilege of a trustee to seek directions

or approval of a proposed decision from a court in equity "to

protect the trustee from the risks of future liability or

controversy."    See Putnam v. Collamore, 109 Mass. 509, 512

(1872).   If such an adjudication did not bind a successor

trustee, then it would not protect the trustee from the risks of

future liability or controversy.    See generally Restatement

(Second) of Judgments § 62 comment a (1982) ("a person standing

in one of a variety of pre-existing legal relationships with a

party may be bound by a judgment affecting that party").      The

principles of res judicata thus require that a final

adjudication remain binding on both the original parties and

their successors in interest.    See Willett v. Webster, 337 Mass.

98, 101 (1958) (successors in interest are in privity with

predecessors and entitled to same preclusion defense).     See also

Leslie v. LaPrade, 726 A.2d 1228, 1231 (D.C. 1999) (successor

trustee barred by res judicata from relitigating claims brought

previously by former trustee).

    The successor trustee's second argument requires greater

attention.    The successor trustee claims that he is acting on

behalf of the Adams Fund's sole income beneficiary, the Woodward

School, which was not a party in the 1972 litigation.    He

contends that issue preclusion can be applied against the School
                                                                      10


only if the Attorney General, who was a party, was in privity

with the School.     There was no privity here, the successor

trustee claims, because the School had a special interest in the

terms of the lease separate from the general public interest

represented by the Attorney General.     To explore this argument,

we must examine the meaning of privity, and then apply that

meaning to the law of charitable trust administration and the

oversight role of the Attorney General.

    What this court said about privity in 1909 remains true

today:   "[T]here is no generally prevailing definition of

privity which can be automatically applied to all cases."       Old

Dominion Copper Mining & Smelting Co. v. Bigelow, 203 Mass. 159,

214 (1909), aff'd, 225 U.S. 111 (1912).     See Jefferson Sch. of

Social Science v. Subversive Activities Control Bd., 331 F.2d

76, 83 (D.C. Cir. 1963) ("The term privity is an elusive

concept, without any precise definition of general

applicability").     Instead, privity is best understood simply as

a legal conclusion that follows from an analysis of the

relationship between the parties to a prior adjudication and the

party to be bound.     See Southwest Airlines Co. v. Texas Int'l

Airlines, Inc., 546 F.2d 84, 95 (5th Cir.), cert. denied, 434

U.S. 832 (1977), quoting Vestal, Preclusion/Res Judicata

Variables:   Parties, 50 Iowa L. Rev. 27 (1964) ("privity in

itself does not state a reason for either including or excluding
                                                                  11


a person from the binding effect of a prior judgment, but rather

it represents a legal conclusion that the relationship between

the one who is a party on the record and the non-party is

sufficiently close to afford application of the principle of

preclusion").

     In the context of this case, the determination whether a

nonparty is in privity with a party depends on the nature of the

nonparty's interest, whether that interest was adequately

represented by a party to the prior litigation, and whether

binding the nonparty to the judgment is consistent with due

process and common-law principles of fairness.5   See Parklane

Hosiery Co. v. Shore, 439 U.S. 322, 327 n.7 (1979) ("It is a

violation of due process for a judgment to be binding on a

litigant who was not a party or a privy and therefore has never

had an opportunity to be heard"); Hansberry v. Lee, 311 U.S. 32,

42 (1940) ("there [is] a failure of due process only in those

cases where it cannot be said that the procedure adopted . . .

fairly insures the protection of the interests of absent parties

who are to be bound by it"); Massachusetts Prop. Ins.

Underwriting Ass'n v. Norrington, 395 Mass. 751, 754 (1985),

     5
       We do not mean to suggest that this line of inquiry must
apply in all nonparty preclusion cases; some established grounds
for preclusion, such as preclusion based on a prior agreement,
do not require analysis as to the adequacy of representation.
See Taylor v. Sturgell, 553 U.S. 880, 894-895 (2008)
(identifying established grounds for nonparty preclusion under
Federal common law).
                                                                    12


quoting Mongeau v. Boutelle, 10 Mass. App. Ct. 246, 249-150

(1980) ("A nonparty to a prior adjudication can be bound by it

'only where [the nonparty's] interest was represented by a party

to the prior litigation'"); Morganelli v. Building Inspector of

Canton, 7 Mass. App. Ct. 475, 481 (1979) (question of privity

"depends on the nature of the plaintiffs' interest, whether that

interest was represented in [the prior litigation], and whether

there are special circumstances or due process considerations

which make it unfair to bind the plaintiffs to that judgment").

    To determine the nature of the Woodward School's interest

in the 1972 litigation, whether that interest was adequately

represented by the Attorney General, and whether binding the

School to the judgment is consistent with due process and

common-law principles of fairness, we need to look closely at

the law of charitable trusts.    "A charitable trust, like a

private trust, is a fiduciary relationship."    5 A.W. Scott, W.F.

Fratcher, & M.L. Ascher, Scott and Ascher on Trusts § 37.1 at

2354 (5th ed. 2008) (Scott & Ascher).    But whereas the trustee

of a private trust owes a fiduciary duty to manage trust

property "for the benefit of designated beneficiaries," "there

are ordinarily no definite beneficiaries" in a charitable trust.

Id. at 2354-2355.    Rather, a charitable trust must provide some

benefit to "either the public at large . . . or an indefinite

class of persons."    Kent v. Durham, 142 Mass. 216, 217 (1886).
                                                                   13


A charitable trust is created for the benefit of "a broader

community."   Weaver v. Wood, 425 Mass. 270, 275 (1997), cert.

denied, 522 U.S. 1049 (1998).   It serves "to the greatest

possible extent the public as the ultimate beneficiary."

Attorney Gen. v. President & Fellows of Harvard College, 350

Mass. 125, 137 (1966).   See generally Restatement (Second) of

Trusts § 348 comment a (1959) (in charitable trust, "there need

not be and ordinarily is not a definite beneficiary . . . , and

the trustee is ordinarily not in a fiduciary relation to any

specific person").   The designee of the charitable trust's

income is not deemed the true beneficiary of the trust but

instead the "conduit" of the trust's over-all charitable

mission.   G.G. Bogert & G.T. Bogert, The Law of Trusts and

Trustees § 363 (rev. 2d ed. 1991).

    Where a trustee of a private trust seeks direction or

approval from a court in a matter that may adversely affect the

rights of beneficiaries in the corpus of a trust, the designated

beneficiaries must be parties to the action, and be given notice

and an opportunity to be heard.   See Shirk v. Walker, 298 Mass.

251, 262 (1937); Lincoln v. Aldrich, 141 Mass. 342, 342 (1886).

But, because a charitable trust has a charitable mission rather

than designated beneficiaries, our law recognizes the Attorney

General as the appropriate party to "enforce the due application

of funds given or appropriated to public charities within the
                                                                     14


commonwealth and prevent breaches of trust in the administration

thereof."   G. L. c. 12, § 8.    See Scott & Ascher, supra at

§ 37.3.1, at 2403 (chief difference between duties of trustee of

charitable trust and duties of trustee of private trust "is that

the duties of the trustee of a charitable trust are not

ordinarily enforceable by specific beneficiaries; instead, they

are enforced by the Attorney General").

    It has long been established, under both our common law and

§ 8, that "[t]he duty of taking action to protect public

charitable trusts and to enforce proper application of their

funds rests solely upon the Attorney General as the

representative of the public interests."      Ames v. Attorney Gen.,

332 Mass. 246, 250 (1955).      The Attorney General is a required

party in all judicial proceedings concerning charitable trusts.

G. L. c. 12, § 8G.   And our decisions have frequently described

the Attorney General's special responsibility to ensure the

proper administration of charitable trusts.      See, e.g., Trustees

of Dartmouth College v. Quincy, 331 Mass. 219, 225 (1954) ("It

is ordinarily the exclusive function of the Attorney General to

see that [a charitable trust established for the benefit of the

public] is properly administered"); Dillaway v. Burton, 256

Mass. 568, 573 (1926) ("It is well settled that it is the

exclusive function of the Attorney General to correct abuses in

the administration of a public charity by the institution of
                                                                   15


proper proceedings").   In short, the Attorney General serves as

the guardian of the public interest with respect to charitable

trusts and, when a trustee seeks direction or approval of the

court, we expect the Attorney General's recommendation to be

furnished after due diligence and careful consideration.     See

Dillaway, supra at 575 ("The power and duty delegated to the

Attorney General to enforce the proper application of charitable

funds are a recognition by the Legislature . . . of his fitness

as a representative of the public in cases of this kind").

    Although our case law is replete with cases declaring that

the Attorney General is the only person with standing to bring

an action to correct abuses in the administration of a

charitable trust, it is more accurate to declare that the

Attorney General is the only person apart from a trustee who, on

behalf of the general public served by the trust's charitable

mission, has standing to bring such an action.   See In re Boston

Regional Med. Ctr., 328 F. Supp. 2d 130, 147 (D. Mass. 2004),

citing W.F. Fratcher, Scott on Trusts § 391, at 364-365 (4th ed.

1989).   Under the law of charitable trusts, a private plaintiff

also has standing to bring claims against a public charity where

the plaintiff "asserts an individual interest in the charitable

organization distinct from that of the general public."     Maffei

v. Roman Catholic Archbishop of Boston, 449 Mass. 235, 245

(2007), cert. denied, 552 U.S. 1099 (2008).   See Weaver, 425
                                                                  16


Mass. at 275 (private plaintiff's standing arises from "personal

right that directly affects the individual" beneficiary).   We

implicitly recognized that the Woodward School meets this

requirement of standing because we affirmed in part the order in

Woodward School, 469 Mass. at 154, where the School was the sole

plaintiff.

     The named parties in the 1972 bill of complaint were the

individuals who comprised the board of managers and board of

supervisors of the Adams Fund;6 the oldest living male descendant

of President Adams;7 the Attorney General; two ministers, two

lawyers, two physicians, and a magistrate, all of whom resided

in Quincy; and two churches located in Quincy.8   The Woodward


     6
       "[T]he board of supervisors and the board of managers
shared responsibility for overseeing the Adams Fund." Woodward
Sch. for Girls, Inc. v. Quincy, 469 Mass. 151, 154 n.6 (2014)
(Woodward School).
     7
       The only principal beneficiary identified in the deed of
trust was the oldest living male descendant of President John
Adams, "who was to receive the principal only on 'gross
corruption or mismanagement,' or knowing waste" by Quincy, as
trustee. Woodward School, 469 Mass. at 154.
     8
       In President Adams's deed of trust, he instructed that
rents from the properties he conveyed into the trust be placed
in a public fund and that, once the fund grew to a sufficient
size, the monies be used to construct a place of religious
worship and, after that construction was completed, "applied to
the support of a School for the teaching of Greek and Latin
languages, arts and sciences, which a majority of the ministers,
magistrates, lawyers, and physicians, inhabiting the said town,
may advise."
     9
       For purposes of our review of the single justice's
allowance of the defendants' motions for summary judgment, we
                                                                  17


School, however, was not named as a party in the 1972 equity

proceeding, and there is no information in the record to suggest

that it was given notice of the action.   As a consequence, the

Woodward School had no opportunity to be heard in that

proceeding or to seek to intervene in that proceeding so that it

might be heard regarding the propriety of the proposed lease.

    In determining whether the successor trustee, acting on

behalf of the Woodward School, should be bound by that

adjudication and precluded from relitigating the issue whether

Quincy's execution of the lease comported with its fiduciary

duty of loyalty as a trustee of a charitable trust, we consider

first whether the School's interest in the equity proceeding was

adequately represented by a party to that prior litigation,

specifically the Attorney General.    The successor trustee

contends that the Attorney General could not have adequately

represented the School's interest because the Attorney General

represented only the public interest in the Adams Fund's

charitable mission, not the distinctly different individual

interest of the School in the fund.

    We need not decide here whether the Attorney General,

because of the Attorney General's duty to ensure that charitable

trusts are adequately administered, must always be deemed to


accept the successor trustee's assertion that the School was
given no notice and did not learn of the 1972 action before its
final adjudication.
                                                                   18


adequately represent all charitable interests in an equity

action brought by a trustee of a charitable trust.   It suffices

that we conclude that, in light of the nature of the School's

interest in this underlying litigation, the then Attorney

General, because of his statutory and common-law duty to protect

the public interest in charitable trusts, must be deemed to have

adequately represented that interest.   The crux of the equity

litigation in 1972 was whether Quincy would be in violation of

its fiduciary duty of loyalty if it executed the proposed lease

that relieved the Adams Fund of the financial burden of

maintaining the Adams Academy but charged the Society a

relatively nominal rent of only $1,200 per year for fifty years.

The nature of the School's interest in that litigation was the

amount of net income to be derived by the Adams Fund from the

Adams Academy property, which the School would receive as the

Adams Fund's sole beneficiary.   The students of the School were

among the public beneficiaries of the Adams Fund that the

Attorney General had a duty to represent, and they shared the

School's interest in the amount of net income to be yielded from

this property, because that income would be used for the

students' education.   "A party's representation of a nonparty is

'adequate' for preclusion purposes only if, at a minimum:    (1)

the interests of the nonparty and her representative are aligned

. . . ; and (2) either the party understood herself to be acting
                                                                    19


in a representative capacity or the original court took care to

protect the interests of the nonparty" (citation omitted).

Taylor v. Sturgell, 553 U.S. 880, 900 (2008) (Federal common law

of preclusion).   With respect to the interest in maximizing the

net income arising from the lease, the interests of the School

and the Attorney General were aligned, and we must infer that

the Attorney General recognized his obligation to represent the

public interests served by the charitable trust under § 8, and

that this court recognized its obligation to protect both the

School and its students.

     We consider next whether, even if the Attorney General

adequately represented the School's interest in the equity

litigation, it would be inconsistent with due process and

common-law principles of fairness to bind the successor trustee

to that adjudication where the School was not given notice of

the action to approve the proposed lease and had no opportunity

to be heard.9   The successor trustee's argument rests on the

premise that Quincy was legally obligated in 1972 to give notice

of its bill of complaint to the School.    But we have found no

statute, rule, or appellate case that indicates that the trustee

of a charitable trust was legally obligated in 1972 to give

     9
       For purposes of our review of the   single justice's
allowance of the defendants' motions for   summary judgment, we
accept the successor trustee's assertion   that the School was
given no notice and did not learn of the   1972 action before its
final adjudication.
                                                                  20


notice to an income beneficiary of an action in equity seeking

instructions as to the management of the trust.   Based on our

understanding of the case law, the prevailing view of the law in

1972 was that, because it was the "exclusive function" of the

Attorney General to protect the public interests from abuse in

the administration of a public charity, see, e.g., Dillaway, 256

Mass. at 573, it was sufficient in such actions to give notice

to the Attorney General rather than individual charitable

beneficiaries.   See id. at 575 ("power and duty delegated to the

Attorney General" reflects Legislature's recognition "of the

necessity of protecting public charities from being called upon

to answer to proceedings instituted by individuals, with or

without just cause, who have no private interests distinct from

those of the public").10   Where there was no legal obligation to

give notice of the equitable action to an income beneficiary of

     10
       We emphasize that we conclude only that a trustee of a
charitable trust at the time of the 1972 decree did not have
this legal obligation. We recognize that under the
Massachusetts Uniform Trust Code enacted in 2012, "a trustee
shall keep the qualified beneficiaries of the trust reasonably
informed about the administration of the trust," G. L. c. 203E,
§ 813 (a), and that, under certain circumstances, "[a]
charitable organization expressly designated to receive
distributions under the terms of a charitable trust shall have
the rights of a qualified beneficiary," G. L. c. 203E,
§ 110 (b). See Understanding and Using Trusts § 18.7 (Mass.
Cont. Legal Educ. 3d ed. 2014 & Supp. 2016) (any action seeking
court authority to "reform, modify, or clarify the trust's
provisions . . . must include the [A]ttorney [G]eneral as an
interested party, and any charitable organization named as a
beneficiary in the trust will be a 'qualified beneficiary'
entitled to notice").
                                                                  21


a charitable trust, and where in the circumstances of this case

the Attorney General adequately represented the relevant

interest of the income beneficiary, the denial of issue

preclusion would defeat the purpose of the equitable action

itself, which was to protect the trustee from any subsequent

claim that it had committed a breach of its fiduciary duty by

executing the lease.

     Therefore, we conclude that the single justice correctly

determined that the Woodward School was bound by the

adjudication of the 1972 litigation, which implicitly determined

that execution of the lease would not violate Quincy's fiduciary

duty of loyalty.    As such, the successor trustee is now

precluded from claiming on behalf of the School that Quincy

committed a breach of its fiduciary duty of loyalty by executing

the lease.    Consequently, we therefore affirm the single

justice's allowance of the defendants' motions for summary

judgment.11


     11
       Our conclusion that the successor trustee is precluded
from challenging the adjudication of the 1972 litigation does
not mean that he is absolutely barred from seeking relief in
equity regarding the remaining years of the lease. This court's
decree in 1972 authorized Quincy to execute the proposed lease
and implicitly concluded that Quincy's execution of the lease
would not constitute a violation of its fiduciary duty of
loyalty, but it also provided that "the parties may apply to
this Court from time to time as may be necessary for further
instructions or directions on a new bill or petition." We take
no view as to whether there are reasonable grounds for such an
application.
                     22


Judgment affirmed.
