Accepting Funds from a Charitable Trust may Create a Contract that Cannot be Unilaterally Modified
Blumenthal v. Getraer, CV106007120S, 2011 WL 4953727 (Conn. Super. Ct. Oct. 4, 2011)
In a case before the Superior Court of Connecticut, the Attorney General of the State of Connecticut brought a declaratory judgment action to represent the public interest in protecting gifts intended for charitable purposes, pursuant to Connecticut General Statute § 3-125. The action posed four specific questions to the court regarding a charitable trust that was intended to honor a respected synagogue member and provide funds for capital improvements to the synagogue to which he belonged.
In 2002, a respected member of the synagogue passed away, and was survived by his wife and son. The following year, a charitable foundation in New York City gave the synagogue he attended a gift of $40,000 which was contingent upon the synagogue’s agreement to name its sanctuary after the deceased. The gift and additional donations of over $100,000 were placed in a memorial fund, which was controlled by the widow and her son. After receiving the gift, the synagogue erected a plaque over the entrance to the sanctuary declaring that it was named in honor of the deceased. At the synagogue’s next board of directors meeting, the widow offered, on behalf of the memorial fund, to give the money in the fund to the synagogue with the restriction that it be used only for capital improvements and not ordinary expenses. The widow and the son would act as the trustees of the fund and disburse monies for capital improvements at their absolute discretion. The board of directors approved the arrangement.
A dispute later arose between the widow and her son, and the board of directors. The widow and her son were dissatisfied because the memorial plaque was covered on several occasions so that it was not visible to people in the synagogue. For example, during the 110th anniversary celebration of the synagogue, a sign announcing the name of the synagogue was placed over the memorial plaque. During one Chanukah celebration, decorations were placed over the plaque and left there until July of the following year. The board of directors was dissatisfied because the widow and her son stopped paying for capital improvements. The board of directors that approved the arrangement with the widow and her son was dismissed and replaced with a new board. This new board of directors voted to request the widow and her son to turn control of the fund over to the synagogue.
In an action seeking declaratory judgment, the sole function of the trial court is to ascertain the rights of the parties under existing law. Ginsberg v. Post, 177 Conn. 610, 616 (1979). Four specific questions were posed to the court to determine the rights of the trustees and the rights of the synagogue. Prior to addressing these questions, the court found that a contract had been formed between the fund and the synagogue based on the synagogue’s acceptance of monies from the fund and other actions taken by the synagogue board of directors. Therefore, the court found that the vote by the new board of directors had no legal significance because they could not unilaterally change the terms of the previous contract with the widow and her son.
Based on finding the existence of a contract, the court determined that the widow and her son were entitled to continue to control the fund and act as its trustees. However, the court also found that equity required them, in their capacity as trustees, to reimburse the synagogue for the capital expenditures made in reasonable reliance on the agreement that the fund would pay for capital improvements. The trustees had discretion to determine what constituted a capital improvement. The fund was also required to continue to pay for capital improvements, on the condition that the memorial plaque was visible to all who would be able to see it. The court ordered that the memorial plaque not be covered and, if it was, that would constitute a breach of contract on the part of the synagogue. In that event, the widow and son would be free to terminate the trust and the fund, and either return the money to the donors or use it for other charitable purposes at their discretion. Finally, the court suggested that the fund cease soliciting further donations and allow the remaining monies to be depleted to that the relationship between the parties could be terminated.
Should you have any questions relating to charitable trusts or other personal asset protection issues, please do not hesitate to contact Attorney Susan Maya, at SMaya@Mayalaw.com or 203-221-3100, and Attorney Russell Sweeting, at RSweeting@Mayalaw.com or 203-221-3100, in the Maya Murphy office in Westport, Fairfield County, Connecticut.