## Facts

- Alfred I. duPont’s will created a testamentary charitable trust whose principal purpose was to fund The Nemours Foundation’s hospital projects.
- The will named four initial trustees and authorized the trustees to appoint successor trustees to fill vacancies.
- Over time, the trust’s assets and business complexity increased substantially, requiring intensive management of large corporate holdings.
- By the mid-1960s, an original trustee had died and remaining original trustees were elderly and unable to fully perform management duties.
- In 1965, the remaining trustees appointed two additional trustees, including William S. Mills, and in 1967 appointed another, expanding the number of trustees beyond the original four.
- After Jessie Ball duPont’s death, the trust’s income (subject to minor annuities) became payable to The Nemours Foundation.
- In 1971, before committing roughly $60 million to construct a new hospital, the trustees sought declaratory relief confirming the legality of the additional trustee appointments and the trustees’ powers.
- Mills contended the will allowed only filling vacancies, not adding trustees; Edward Ball and others argued the trustees’ broad powers permitted adding trustees as reasonably necessary for administration.

## Issues

1. Whether the trust instrument authorized the trustees to appoint additional trustees beyond filling vacancies among the originally named trustees.
2. If not, whether a court supervising a charitable trust could ratify the appointments based on changed circumstances to carry out the settlor’s charitable intent.

## Decision

- The appellate court affirmed the declaratory judgment.
- The court held the will’s broad grants of administrative and managerial authority could reasonably be construed to permit appointing additional trustees when needed for proper administration.
- The court further held that, even if the instrument did not clearly authorize adding trustees, the trial court had equitable authority to ratify the appointments due to materially changed circumstances affecting administration.

## Legal Principles

- A charitable trust is construed to effectuate the settlor’s dominant charitable purpose; administrative provisions and trustee powers are read in that light.
- Broad trustee powers to conserve, protect, and manage trust property may support implied authority to adjust internal governance measures reasonably necessary for effective administration.
- Courts exercising equitable supervision over charitable trusts may approve or ratify administrative deviations, including changes in trustee composition, when substantial changed circumstances make the deviation reasonably necessary to carry out the trust’s purposes.

## Conclusion

The court upheld the expanded trusteeship, concluding that the trust’s broad management powers and the court’s equitable supervision permitted appointment and ratification of additional trustees to ensure effective administration of a substantially larger and more complex charitable trust.


Mills v. Ball, 380 So. 2d 1134 (Fla. Dist. Ct. App. 1980)