Trusts: Entities

Trusts and Trustees

In Larson v. Sylvester, 282 Mass. 352, 185 N.E. 44 (1933) our Supreme Judicial Court had this to say about trusts, and in particular those with transferable shares:

Speaking generally a trust is not a legal personality. With the exception later to be dealt with, it cannot be sued. It is represented by the trustee. He embodies it. He holds title. He deals with the property in which trust rights exist. Contracts with regard to the rights and property affected by trusts are the contracts of the trustee. He, in person, is liable on them. He is not acting as representative or agent of another. He is acting for himself, but with fiduciary obligations to others. (Citations omitted). It differs from a corporation or partnership. The former is a legal person. The latter, in the law of Massachusetts, is an association of individuals united for transaction of business. The former can be sued as a body corporate in its own name. The later must be sued, ordinarily, in the names of the partners. Many purposes are served if persons may unite in placing property in the hands of a trustee and allowing him to transact business not as an agent or a partner of theirs but as owner of the property subject only to equitable obligations. * * *

The trust here in question was of the character described by the statute, now G.L. (Ter. Ed.) c. 182, §§1,6. The judge was right in stating that it could be sued at law. The statutes, however, have made no change in the law applicable to the trustee. * * * Save for the purpose of being sued, the trust, as distinguished from the trustee, is not made a separate entity; and only the particular trusts organized under a written instrument with beneficial interests divided into transferable shares are suable at law.