JAMES R. DeGIACOMO, trustee, 
CITY OF QUINCY & others.
Heard: September 7, 2016.
action commenced in the Supreme Judicial Court for the county
of Suffolk on February 19, 2014.
case was heard by Spina, J., on motions for summary judgment.
R. DeGiacomo (Susan J. Baronoff with him) for the plaintiff.
S. Timmins, City Solicitor, for city of Quincy.
S. Pollack (Phillip Rakhunov with him) for Quincy Historical
Present: Gants, C.J., Botsford, Lenk, Hines, Gaziano, Lowy,
& Budd, JJ.
1971, the city of Quincy (Quincy), as trustee of the Adams
Temple and School Fund (Adams Fund), filed a "bill of
complaint" in equity asking a single justice of the
Supreme Judicial Court to enter a decree authorizing it to
execute a proposed fifty-year lease of the building and
parking lot of the Adams Academy that it had negotiated with
the Quincy Historical Society (Society). The Attorney General
was a defendant in that action, but the Woodward School for
Girls, Inc. (Woodward School or School), which was the sole
income beneficiary of the Adams Fund, was not. In 1972, the
single justice decreed that Quincy was authorized to execute
the proposed lease. The successor trustee of the Adams Fund
now seeks rescission of that lease, as well as money damages
and restitution, claiming that Quincy violated its fiduciary
duty of loyalty by executing the lease approved by the single
issue presented on appeal is whether the successor trustee of
the Adams Fund is precluded by res judicata from obtaining
that relief. The successor trustee contends that he should
not be precluded because neither he nor the Woodward School
was a party to the equity proceeding in 1972, and the School
could not reasonably have intervened because it was not given
notice of the proposed lease or the filing of the complaint.
Quincy and the Society contend that preclusion is appropriate
because, where the Adams Fund is a public charitable trust,
the only necessary party to the equity proceeding was the
Attorney General, who was in privity with the School based on
a statutory responsibility under G. L. c. 12, § 8, to
"prevent breaches of trust" in the administration
of public charities. We conclude that the successor trustee
is precluded by res judicata from prevailing on his challenge
to the execution of the lease.
Adams Fund arose from the 1822 deed of trust of former
President John Adams, who deeded a portion of his estate to
the benefit of Quincy and its residents. The history of the
Fund is described in Woodward Sch. for Girls, Inc.
v. Quincy, 469 Mass. 151, 154-155 (2014)
(Woodward School), so we will recount here only
those facts relevant to the disposition of this appeal.
1953, this court decreed in an unpublished order that the net
income from the Adams Fund shall be paid "for the
conduct, operation, maintenance, management, and
advancement" of the Woodward School. The Woodward School
remains the sole income beneficiary of the Fund.
2007, the Woodward School filed a complaint and petition for
an accounting with a single justice of this court, and the
single justice transferred the case to the Norfolk County
Division of the Probate and Family Court Department. After
the issuance of a report by a special master and a bench
trial, the judge in February, 2011, entered findings of fact
and an "amended judgment and rationale, " in which
he concluded that Quincy had failed as trustee to manage the
Adams Fund in a competent and prudent manner, and thus
committed a breach of its "primary duty" to
maximize the income of the trust. Among other relief, the
judge removed Quincy as trustee and appointed the plaintiff
as successor trustee. The judge specifically found that
Quincy had committed a breach of its "duty of loyalty to
the Woodward School" when it petitioned the single
justice for approval of a fifty-year lease of the Adams
Academy to the Society for "nominal rent." The
judge, however, did not order that any action be taken
regarding the lease, apart from enjoining Quincy from
negotiating any ...