## Facts

- A testatrix created a testamentary trust directing trustees to pay the net income to two named individuals for life and, at the survivor’s death, distribute the corpus to a named charitable organization.
- One income beneficiary died before the testatrix, leaving the other as the sole life-income beneficiary entitled to all net income for life.
- The testatrix’s heirs at law appealed the admission of the will and codicil to probate.
- While that appeal was pending, the sole income beneficiary, the charitable remainderman, and the heirs executed a “compromise agreement,” expressly conditioned on Superior Court approval.
- The agreement would effectively end the trust by reallocating the residuary estate among the heirs, the life-income beneficiary (including an outright share of corpus), and the charitable remainderman.
- The executors/trustees refused to implement the agreement.
- The plaintiffs (including the life-income beneficiary and heirs) sued seeking court approval of the compromise and an order compelling the executors/trustees to carry it out.
- The Superior Court refused to approve the agreement and held it invalid; the plaintiffs appealed.

## Issues

1. Whether a court of equity may approve and enforce a compromise agreement that would terminate a clearly expressed testamentary trust and redistribute corpus contrary to the trust’s terms.
2. Whether unanimous consent of interested parties, by itself, justifies judicial termination or modification of such a trust.
3. Whether the circumstances satisfied the conditions for equitable termination of a testamentary trust without defeating the testatrix’s reasonable purposes, including a charitable remainder.

## Decision

- The Supreme Court of Connecticut affirmed the judgment refusing to approve and enforce the compromise agreement.
- The court held that a clear and unambiguous testamentary trust may be terminated only by a court decree, and only when stringent conditions are satisfied.
- The proposed agreement would defeat the testatrix’s objectives by abolishing the trust, giving the life beneficiary an outright share of corpus, and diverting corpus away from the charitable remainder.
- No record basis showed that the trust’s purposes had become impossible, illegal, or already fully accomplished; the agreement reflected a consensual rearrangement, not frustration of purpose.
- The trust therefore remained in effect: the life-income beneficiary receives income for life, and the corpus passes to the charity at her death.

## Legal Principles

- A testamentary trust expressed in clear and unambiguous terms cannot be ended or rewritten merely by agreement of beneficiaries; termination requires a decree of a court of equity.
- Equitable termination is exceptional and generally requires: (1) all parties in interest seek termination, (2) every reasonable ultimate purpose of the trust has been accomplished, and (3) no fair and lawful restriction imposed by the testator will be nullified or disturbed.
- Beneficiary consent does not override the settlor’s expressed intent where the trust’s material purposes remain capable of fulfillment.
- Where a charitable remainder is involved, the court must consider the public interest in protecting charitable gifts when asked to approve a disposition that would reduce or divert the charitable benefit.

## Conclusion

The court refused to approve a court-conditioned compromise that would terminate a testamentary trust and redistribute corpus contrary to the settlor’s plan, holding that beneficiary agreement alone is insufficient and that termination is permitted only when the trust’s purposes have been fulfilled or cannot lawfully or practically be carried out without impairing the testator’s restrictions.


Adams v. Link, 145 Conn. 634, 145 A.2d 753 (1958)