## Facts

- A will created a discretionary testamentary trust, directing the trustee to pay beneficiaries as much income or principal as the trustee judged necessary for their “comfortable support,” but only if the trustee judged they “need assistance” and are “worthy” of it.
- Life beneficiaries consisted of specified descendants and certain children or grandchildren living (and born) by the testator’s death; at the death of the last life beneficiary, the remainder was to be distributed to selected local charities in proportions the trustee determined would “accomplish the most good.”
- During two accounting periods (1963–1965), the trust held securities with book value about $220,000 and market value about $423,000; accumulated income was about $30,000, with additional income retained during the periods.
- There were 15 potential beneficiaries of varying ages; the trustee gathered information on need through annual questionnaires.
- Ten beneficiaries requested assistance; distributions totaled $7,836 in one period and $10,850 in the other, including modest monthly allowances and payments for medical or educational expenses.
- Margaret L. Rodd, a life beneficiary, was single, employed full-time at a modest salary, and received distributions of about $2,074 and $2,131 in the respective periods, including payment of certain taxes and bills and a monthly allowance.
- Rodd objected in Probate Court to allowance of the trustee’s fortieth and forty-first accounts, asserting her payments were inadequate, the trustee’s administration and fees were improper, and income was being inappropriately accumulated; her counsel sought fees from trust assets.
- The Probate Court allowed both accounts and denied counsel fees; Rodd and her counsel appealed.

## Issues

1. Whether the trustee abused its discretion or breached fiduciary duties in determining “need” and “worthiness,” setting distribution amounts, and retaining income in a discretionary “comfortable support” trust.
2. Whether the trustee’s information-gathering and accounting practices, and the trustee’s compensation approved in the accounts, were improper.
3. Whether a beneficiary’s attorney was entitled to fees from the trust assets based on the litigation’s alleged benefit to the trust or beneficiaries.

## Decision

- The court affirmed decrees allowing the trustee’s fortieth and forty-first accounts.
- The court held the trustee did not act in bad faith, fail to exercise judgment, or act arbitrarily or capriciously in administering distributions, including amounts paid to Rodd and retention of some income.
- The court upheld approval of the trustee’s practices and fees reflected in the accounts.
- The court affirmed denial of the petition to pay Rodd’s counsel fees from trust assets.

## Legal Principles

- Where a trust grants broad discretionary authority (including judgments of necessity, need, and worthiness), courts will not substitute their judgment for the trustee’s absent bad faith, failure to exercise judgment, or arbitrary, capricious, or improper conduct.
- A “comfortable support” standard may permit consideration of a beneficiary’s earning capacity and other resources, and the comparative needs of multiple beneficiaries.
- A trustee of a multi-beneficiary support trust may conserve principal and retain some income to address future needs, consistent with the instrument’s purposes.
- Trustee compensation approved in probate accounting will generally be sustained absent a showing that the approval was erroneous under the reasonableness standard.
- A beneficiary’s counsel fees are chargeable to the trust only if the litigation confers a substantial benefit on the trust or beneficiaries generally; unsuccessful efforts to increase an individual beneficiary’s distributions ordinarily do not qualify.

## Conclusion

The court sustained the trustee’s broad discretion under a discretionary support trust, concluding the trustee’s distribution decisions, retention of income, and administration were not improper, and it refused to shift an individual beneficiary’s litigation costs to the trust absent a substantial benefit to the trust as a whole.


Old Colony Tr. Co. v. Rodd, 356 Mass. 584, 254 N.E.2d 886 (Mass. 1970)