## Facts

- The Berkshire Museum, a Massachusetts charitable corporation founded in 1903, holds and displays art and artifacts for the benefit of the public.
- For years, the museum operated at a deficit and faced serious financial problems that threatened its continued operation.
- The museum’s trustees began a multi-year planning process to respond to the financial distress.
- The trustees evaluated alternatives such as merging with another institution, pursuing more aggressive fundraising, and reducing hours and programming.
- The trustees ultimately chose a plan that relied on deaccessioning—transferring ownership of collection items by sale—to raise funds.
- The trustees selected 40 works to be sold at auction through Sotheby’s.
- The two most valuable works slated for sale were Norman Rockwell paintings donated by Rockwell.
- Rockwell’s gift carried no written restrictions or conditions requiring the museum to keep the paintings permanently or forbidding a sale.
- Industry standards generally discouraged selling works to fund operating or capital expenses, and the trustees anticipated the plan could trigger a temporary “freeze-out” in which peer institutions would decline to lend works.
- Rockwell’s children and several museum members sued the trustees (and initially included the Massachusetts Attorney General as a defendant), alleging breach of fiduciary duty and breach of charitable trust, and sought to enjoin the auction.
- The Attorney General supported injunctive relief and indicated it would pursue relief if the private plaintiffs lacked standing; the court allowed the Attorney General to proceed in a plaintiff role for that purpose.
- The court considered the request for a preliminary injunction on an early record and addressed standing and the propriety of immediate injunctive relief.

## Issues

1. Whether Rockwell’s heirs and museum members had standing to enforce the museum’s charitable obligations and challenge the trustees’ deaccession and sale decisions.
2. Whether enforcement of a public charity’s duties and alleged charitable-trust violations is generally reserved to the Massachusetts Attorney General absent a special private interest.
3. Whether the plaintiffs made the showing required for a preliminary injunction barring the planned auction, including a likelihood of success on the merits.

## Decision

- The court held that the private plaintiffs (Rockwell’s heirs and museum members) lacked standing to sue to enforce the museum’s charitable purposes or to challenge the trustees’ administration of charitable assets on the public’s behalf.
- The court recognized the Attorney General as the proper official to represent the public interest in supervising and enforcing charitable-trust and public charity obligations.
- The court denied the requested preliminary injunction stopping the Sotheby’s auction on the showing made at this stage.
- The court found no enforceable donor restriction from Norman Rockwell and no identified charter provision or legal authority that clearly barred deaccessioning or sale of the works.
- The court treated museum-field guidance discouraging deaccessioning for operations or capital expenses as nonbinding and not, by itself, a basis for injunctive relief.
- Given the museum’s financial distress and the absence of a clear legal prohibition, the court declined to intervene at the preliminary stage to block the trustees’ chosen course.

## Legal Principles

- In Massachusetts, oversight and enforcement of charitable trusts and public charities ordinarily belongs to the Attorney General; private parties generally may not sue to enforce broad charitable duties.
- A private plaintiff must show a distinct, legally protected “special interest” beyond that of the general public to obtain standing in disputes over charitable-asset administration.
- Donor status, heirship, or museum membership, without an enforceable gift restriction or comparable legal right, typically does not create standing to control a charity’s use or disposition of its assets.
- A preliminary injunction requires a showing that includes likelihood of success on the merits and a balance of equities favoring immediate relief.
- Professional standards in an industry may inform a court’s evaluation of conduct, but they do not automatically create enforceable legal duties or render disputed conduct unlawful.
- Absent a clear legal restriction or strong proof of fiduciary breach, courts are reluctant to second-guess discretionary decisions of charity fiduciaries made in response to serious financial problems.

## Conclusion

The Superior Court concluded that Rockwell’s heirs and museum members could not sue to block the Berkshire Museum’s planned deaccession because enforcement of charitable duties is generally the Attorney General’s role, and the private plaintiffs lacked a special legal interest; on the preliminary record, and without a clear donor restriction or other legal bar, the court denied a preliminary injunction against the Sotheby’s sale.


Rockwell v. Trustees of the Berkshire Museum, 2017 Mass. Super. LEXIS 208 (2017)