## Facts

- Milton and Catherine Hershey created a charitable trust to fund the Milton Hershey School, originally contributing substantial assets and directing that the School admit as many poor, healthy children as the School’s capacity and income allowed.
- The trust instrument vested control over School operations and trust-asset management in the School’s Board of Managers and the corporate trustee, with overlapping governance.
- The Milton Hershey School Alumni Association is a separate nonprofit comprised largely of School graduates; it supported School-related programs and alumni activities but was not named in the trust instrument as a beneficiary and had no granted governance role.
- As trust assets grew substantially, the Association raised concerns about alleged deviations from donor intent and conflicts of interest by trust managers and sought action from the Pennsylvania Attorney General.
- The Attorney General, the School, and the trustee entered into a 2002 agreement imposing governance reforms intended to address conflicts and protect the charitable purpose.
- After later governance controversy, those parties executed a 2003 agreement that modified or superseded the 2002 reforms.
- The Association opposed the 2003 agreement and sued to challenge the modification/rescission of the 2002 reforms.

## Issues

1. Whether the Alumni Association had standing, under a “special interest” theory or otherwise, to challenge agreements between the Attorney General, the School, and the trustee affecting administration of the charitable trust.

## Decision

- The Commonwealth Court reversed the trial court’s dismissal for lack of standing.
- The court held that the Association’s allegations plausibly established a “special interest” distinct from the public at large, sufficient at the pleading stage to confer standing.
- The court remanded for further proceedings on the merits of the Association’s challenge to the governance agreements.

## Legal Principles

- Enforcement of charitable trusts is ordinarily vested in the state attorney general, and members of the general public typically lack standing to sue over administration of a charitable trust.
- A non-governmental party may obtain standing to enforce or challenge administration of a charitable trust if it pleads a “special interest” that is direct and particularized, rather than a generalized interest shared by the public.
- Standing analysis in charitable-trust disputes focuses on the nature and object of the claimant’s asserted interest and whether it is sufficiently distinct to justify judicial review.
- Attorney general enforcement authority is not necessarily exclusive where a party plausibly alleges a qualifying special interest and seeks review of an attorney general–approved agreement claimed to impair protection of the charitable purpose.

## Conclusion

The court permitted the Alumni Association to proceed past dismissal by recognizing, on the pleadings, a plausible special-interest basis to seek judicial review of attorney general–approved modifications to charitable-trust governance, and it remanded for merits litigation.


In re Milton Hershey Sch. Tr., 867 A.2d 674 (Pa. Commw. Ct. 2005)