Filed 4/25/22 

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

AUTONOMOUS REGION OF 

NARCOTICS ANONYMOUS,

Plaintiff and Appellant,

v.

NARCOTICS ANONYMOUS 

WORLD SERVICES, INC., as 

Trustee, etc., 

Defendant and Respondent.

 B309376

 Los Angeles County

 Super. Ct. No. 20STPB00821

APPEAL from a judgment of the Superior Court of 

Los Angeles County, Michael C. Small, Judge. Affirmed.

Rutan & Tucker, Michael D. Adams, Proud 

Usahacharoenporn and Sarah Gilmartin for Plaintiff and 

Appellant.

Holland & Knight, Theresa W. Middlebrook, Roger B. 

Coven, Jonathan H. Park and Lydia L. Lockett for Defendant and 

Respondent.

____________________
2

A charitable trust controls the intellectual property of 

Narcotics Anonymous. This trust is revocable. A group called 

the Autonomous Region of Narcotics Anonymous alleged the 

trustee breached its fiduciary duties. The probate court

sustained a demurrer without leave to amend because 

Autonomous Region lacked standing. We affirm.

Autonomous Region offers two infirm theories for standing. 

First, Autonomous Region invokes a Probate Code section 

conferring standing on entities with the power to revoke a trust. 

Autonomous Region contends it is a settlor with that power. The 

trust document says otherwise: it defines the settlor as an 

amorphous group—the Fellowship of Narcotics Anonymous—that 

acts through delegates who represent groups within the 

Fellowship. Because Autonomous Region is not the settlor, its 

first theory fails. 

Second, Autonomous Region claims special interest 

standing. This doctrine of standing is for those with a “special 

interest” in a charitable trust. The doctrine, however, does not 

extend to revocable trusts because the settlors of those trusts 

have elected to retain the power of revocation and hence the 

oversight this doctrine aims to supply. 

The probate court properly concluded leave to amend would 

have been futile. 

Undesignated statutory citations are to the Probate Code. 

I

We take the facts from the petition and the other record 

materials. 

A

In 1953, recovering drug addicts created the Fellowship of 

Narcotics Anonymous (the Fellowship). The organization uses a 
3

variation of the Alcoholics Anonymous 12-step model. Today, the 

Fellowship has hundreds of thousands of members who meet in 

groups worldwide. 

Membership is permissive. “The only requirement for 

membership is a desire to stop using.”

Members meet in local groups. In the United States, these 

cluster in about 70 geographic regions. For instance, the “Sierra 

Sage Region” has an address in Reno, while the “Free State 

Region” address is in Baltimore. 

Each region has a regional delegate. Delegates meet every 

two years at a gathering called the World Service Conference. 

The record sometimes refers to the Conference as an event and 

sometimes refers to it as the people attending the event.

The Fellowship has its own literature, which is vital to its 

mission. One example is the “Basic Text,” described as members’ 

bible. Over time, hundreds of anonymous members participated 

in writing and revising this book. The Fellowship’s literature 

includes other books as well as booklets and pamphlets.

In 1993, the Fellowship established a trust called “The NA 

Fellowship Intellectual Property Trust” to manage its literature 

and other intellectual property assets. 

The trust document is the heart of this probate case. This 

printed document is highly formalized and manifests authorial 

deliberation. The title page, which features stylized fonts, 

announces in bold and centered text: “Approved by the 

Fellowship of Narcotics Anonymous as given voice by its groups 

through their regional service representatives at the World 

Service Conference on 27 April 1993.” It continues in centered 

text: “Operational Rules revised by the regional service 
4

representatives at the World Service Conference on 30 April 

1997, 27 April 1998, and 1 May 2012.” 

The table of contents is three pages in length. This table 

announces the document has four parts: a five-page Instrument, 

17 pages of Operational Rules, 20 pages of “Reader’s” Notes, and 

11 pages of Intellectual Property Bulletins. The Instrument 

instructs that the Operational Rules are to control unless they 

conflict with the Instrument. The Reader’s Notes explain more 

about the Instrument and Operational Rules. Appended to the 

Operational Rules are the Fellowship’s “Twelve Steps and Twelve 

Traditions.” The Reader’s Notes end with a glossary. The 

Bulletins give comprehensive applications of the trust. For 

example, Bulletin number three explains how commercial 

vendors may use the Fellowship’s trademarks.

The trust identifies itself as a “charitable trust.” The 

parties to the trust are as follows. 

The trustee is Narcotics Anonymous World Services, Inc., 

the respondent in this case. We abbreviate this name to “World 

Services.” 

The beneficiary is the Fellowship “as a whole.” 

The Instrument identifies the “Settlor and the Trustor.”

We pause on a point of usage. “Trustor” and “settlor” are 

synonyms. (Rest.3d Trusts, § 3, com. a, p. 36.) This trust 

occasionally uses both terms but more commonly refers to 

“trustor.” For consistency and to reduce confusion, however, we 

follow the California Probate Code and the Restatement and use 

“settlor.” (E.g., Rest.3d Trusts, § 3, com. a, p. 36.) We often 

replace “trustor” with “[settlor]” when we quote from the trust.

The trust’s definition of settlor is key. We will repeatedly 

refer to it. Other parts of the trust elaborate it. 
5

The trust defines its settlor as “The Fellowship of Narcotics 

Anonymous, as given voice by its groups through their regional 

delegates at the World Service Conference.” 

The trust’s Operational Rules add context to this definition. 

The Rules explain that the Fellowship is the equitable owner of 

the property in trust. The basic collective unit of the Fellowship 

is the local Narcotics Anonymous group. Because decisions about 

the Fellowship’s intellectual properties directly affect the 

Fellowship as a whole as well as individual groups, the groups’ 

authorized representatives—the regional delegates—make 

decisions at the Conference. “By such means, the Fellowship . . . 

acts as the [Settlor]” of the trust. 

The Reader’s Notes give more information about the trust’s 

definition of settlor. They describe how earlier proposals defined 

the settlor as the Conference itself, but that drafters changed the 

language to name the Fellowship and its groups. This change 

was in part because the Fellowship is the equitable owner of the 

intellectual property. The Reader’s Notes explain the drafters 

sought to give groups a role in decisions affecting them, but 

wanted to avoid giving any one group the power to take actions 

on its own that could seriously affect other groups or the 

Fellowship as a whole. The Reader’s Notes say the final 

definition of settlor aimed to ensure coordinated action for 

decisions affecting the entire Fellowship. 

The Fellowship “as given voice by its groups through their 

regional delegates at the World Service Conference” approved the 

trust. The settlor conveyed all Narcotics Anonymous intellectual 

property to the trust. 
6

The trust allows the settlor to add, delete, or revise trust 

properties with a two-thirds vote of regional delegates at the 

Conference. 

The Instrument assigns various duties and powers to the 

trustee, which, as mentioned, is respondent World Services. 

World Services manages proceeds from the sale of trust property. 

It cannot use trust property for its own profit but it can pay the 

costs of caring for the trust and can compensate employees. 

The Instrument addresses revocability in a section titled, 

“ARTICLE VI: REVOCABILITY,” which says, in full, “This Trust 

is revocable by the [Settlor].” 

The Operational Rules deal with a different type of 

revocation—revocation of the trustee. Typically, this process is 

called “removal.” (See Rest.3d Trusts, § 37, pp. 133–134.) The 

settlor may remove World Services as trustee and reassign its 

rights and duties under certain conditions. Removing the trustee 

requires many steps. The final step is a two-thirds vote of 

regional delegates at the Conference.

B

Autonomous Region launched this suit by filing a petition 

alleging trustee World Services had breached the trust and was 

violating its fiduciary duties. 

Autonomous Region described itself as “an interested 

party” of the trust and a “regional delegate group of the 

Fellowship with a voice at the World Service Conference who has 

a special and definite interest in the charitable Trust.” 

The petition’s prayer sought the right to distribute trust 

literature, to review payments to World Services, to remove 

World Services as trustee, to disgorge its profits, and to award 
7

attorney fees to Autonomous Region. The petition cited sections 

16420, 16440, and 17200 as its bases for relief. 

World Services demurred, contending Autonomous Region 

lacked standing to sue about the trust. 

World Services also disclaimed Autonomous Region. It said 

Autonomous Region is not a recognized region, has no role in the 

Fellowship, and had never been part of the World Service 

Conference. World Services charged Autonomous Region was 

merely the project of “certain dissident individuals.” These 

factual assertions are improper in a demurrer. (See Blank v. 

Kirwan (1985) 39 Cal.3d 311, 318 (Blank).) 

Autonomous Region opposed the demurrer. For the first 

time, Autonomous Region invoked section 15800, which grants 

standing to any entity that possesses the power of revocation. 

Autonomous Region argued the trust has not one but many 

settlors, Autonomous Region is one of them, and thus it has the 

power of revocation, which yields standing. As a second and 

independent basis for standing, Autonomous Region maintained 

it has special standing as a beneficiary or as a person with a 

special interest in the enforcement of the trust. 

After a hearing on the demurrer, the court permitted 

Autonomous Region to file supplemental briefing. Autonomous 

Region attached extrinsic evidence to its supplemental briefing. 

After considering the supplemental papers, the probate court 

sustained World Services’s demurrer without leave to amend. 

II

The probate court’s order was correct. Autonomous Region 

offered two bases for standing: standing as a settlor and special 

interest standing. Neither basis is valid. The court also properly 

denied leave to amend because Autonomous Region did not 
8

suggest a possible amendment that could overcome the legal 

barriers to its suit. 

Our standard of review is familiar. We independently 

review the pleading to determine whether it alleges facts that 

state a cause of action. We review for abuse of discretion the 

court’s denial of leave to amend. We assess whether there is a 

reasonable possibility the plaintiff could have cured the defect by 

amendment. The plaintiff has the burden to establish this 

possibility. (See Blank, supra, 39 Cal.3d at p. 318.) 

Our analysis has four steps. First, we review some law 

about charitable trusts. Second, we engage in textual 

interpretation: we explain why one cannot construe the text of 

this trust document to make Autonomous Region its settlor. 

Third, we tackle special standing. Fourth, we affirm the probate 

court’s denial of leave to amend.

A

Our tour of charitable trust law begins by defining a trust: 

a fiduciary relationship with respect to property that arises from 

a manifestation of intention to create that relationship and that 

subjects the person who holds title to the property to duties to 

deal with it for the benefit of charity or for one or more persons. 

(See § 15200; Rest.3d Trusts, § 2, p. 17.) The term “person” 

includes corporations and unincorporated associations. (Rest.3d 

Trusts, § 3, com. e, p. 37.) 

The person who creates a trust is the settlor. The property 

held in trust is the trust property. The person who holds 

property in trust is the trustee. The person for whose benefit 

property is held in trust is a beneficiary. (Rest.3d Trusts, § 3, p. 

35.)
9

The Probate Code generally applies to charitable trusts 

under the jurisdiction of the Attorney General unless it conflicts 

with the Supervision of Trustees and Fundraisers for Charitable 

Purposes Act. (Prob. Code, § 15004; see Gov. Code, §§ 12580–

12599.10.) No party claims a conflict. Both sides apply the 

Probate Code. 

California law about who can sue a charitable trust flowed 

from the pen of Justice Roger Traynor. His landmark opinion in 

Holt v. College of Osteopathic Physicians and Surgeons (1964) 61 

Cal.2d 750, 753–754, 757 (Holt) adopted a common law approach 

and made the Restatement Second of Trusts a part of California 

trust law. 

The Holt opinion was in 1964. California enacted a new 

Probate Code in 1990. (Revised and Supplemental Comments to 

the New Probate Code (Sept. 1990) 20 Cal. Law Revision Com. 

Rep. (1990) p. 2005.)

The new Probate Code expressly incorporates the common 

law of trusts, except as modified by statute. (§ 15002.) 

California’s adoption of the common law means our state’s trust 

law continues to look “to the contemporary and evolving rules of 

decision” that courts develop in the “exercise of their power to 

adapt the law to new situations and to changing conditions.” 

(Cal. Law Revision Com. com., 54 West’s Ann. Prob. Code (1991 

ed.) foll. § 15002.)

B

We turn to Autonomous Region’s first standing argument. 

This argument relies on section 15800. This argument collapses, 

however, because it is impossible to interpret the trust’s text to 

make Autonomous Region a settlor. We explain.
10

Section 15800 governs revocable trusts. While a trust is 

revocable and the person holding the power to revoke it remains 

competent, the trustee owes duties to the person holding the 

power to revoke the trust. (Ibid.; Estate of Giraldin (2012) 55 

Cal.4th 1058, 1062, 1071 (Giraldin).) 

Autonomous Region incorrectly claims it has standing 

under section 15800 because it is one of multiple settlors and it 

thus holds the power of revocation. The trust’s words, however, 

contradict this claim. Extrinsic evidence offers no support either.

To interpret a trust instrument, the instrument itself is 

paramount. (Brown v. Labow (2007) 157 Cal.App.4th 795, 812.) 

We construe all parts of the instrument in relation to one another 

to form a consistent whole. (§ 21121.) This rule manifests our 

respect for the intelligence and effort of the drafters, whose intent 

deserves our allegiance.

Autonomous Region’s proposed interpretation does not 

comport with the trust’s definition of the settlor. The evidence is 

overwhelming.

The text of the trust states, with our emphasis, “the” settlor 

is “The Fellowship of Narcotics Anonymous, as given voice by its 

groups through their regional delegates at the World Service 

Conference.” “[T]he” settlor is singular. “[T]he” settlor means 

there is one settlor. The groups or delegates themselves are not 

settlors. Rather, the collective voice is the settlor. The trust 

defines “the” settlor and contemplates a single entity and a single 

voice. 

Autonomous Region says the definition’s use of plural 

words “groups” and “delegates” supports its interpretation, but 

this is erroneous. Plural component parts are irrelevant. An 

example illustrates the point. A class has one teacher and 25 
11

students. One student is part of the class but is not “the class.” 

Autonomous Region claims to be a component of the settlor’s 

voice but, when acting alone, it is not the settlor. The trust’s 

definition refutes Autonomous Region’s assertion there are 

multiple settlors. 

Other parts of the document explode the notion of multiple 

settlors. The plural form of the words settlor or trustor never 

appears in the 53 pages of the trust’s Instrument, Operational 

Rules, Reader’s Notes, and Bulletins. The Operational Rules 

mirror the language of the Instrument: the Fellowship acts as 

“the” settlor through the regional delegates when they gather at 

the Conference. This connotes a single settlor and a single voice. 

More contrary text appears in the trust’s provisions about 

removing the trustee. “[T]he” settlor may remove the trustee. If 

Autonomous Region were the settlor, it could unilaterally fire the 

trustee. But the trust instead provides a process for removing 

the trustee. This process requires a two-thirds vote of regional 

delegates, not action by a lone subset. Revoking the trust is a 

more significant change than removing and replacing the trustee. 

Under Autonomous Region’s interpretation, two-thirds of 

delegates must agree to replace the trustee but a single group 

may revoke the whole trust. “Absurdity” was the word the 

probate court used to describe the consequences of this argument. 

The word is apt.

To give Autonomous Region the power of revocation, 

moreover, would conflict with the Fellowship’s Tradition Four. 

The trust document recites and embraces Tradition Four, which 

limits autonomy where one group’s decision would affect other 

groups or the Fellowship as a whole. Revoking the trust would be 

the epitome of affecting the Fellowship as a whole. Tradition 
12

Four thus forbids a single group within the Fellowship from 

acting alone to do something that affects the entire Fellowship. 

The trust document decisively denies the power and status 

that Autonomous Region claims. This standing theory is infirm. 

Autonomous Region’s contrary arguments lack merit. 

Autonomous Region cites a provision in the Operational 

Rules that allows a “regional service committee” to inspect 

records and operations of the trust. That the trust allows a nonsettlor to inspect records does not imply Autonomous Region is a 

settlor. Rather, this provision counters Autonomous Region’s 

position. The provision shows the trust’s framers were careful to 

define how subsets of the Fellowship can interact with the trust 

and its administration. This argument fails.

Autonomous Region incorrectly complains the probate court 

did not consider Autonomous Region’s extrinsic evidence. The 

court, however, said it considered the parties’ supplemental 

briefs, which included Autonomous Region’s extrinsic evidence. 

Courts provisionally consider all relevant and credible 

evidence before determining whether a contract is susceptible to 

a pleaded interpretation. (Pacific Gas & Electric Co. v. G. W. 

Thomas Drayage & Rigging Co. (1968) 69 Cal.2d 33, 39–40.) 

Extrinsic evidence in this case is cause for wonder. We are 

reviewing a demurrer ruling, and demurrers must focus on the 

pleading, not on evidence. Usually it is the proponent of the 

pleading that is quick to object to evidence at this procedural 

stage, yet here that very proponent was the one that offered the 

declarations and documents with its supplementary briefing. 

Moreover, the opponent of the pleading—World Services, the 

author of the demurrer—does not object to these submissions. 
13

World Services instead argues the probate court did consider this 

evidence, and did so properly. What are we to make of this?

At oral argument, World Services cited Estate of Russell

(1968) 69 Cal.2d 200, but that case does not authorize evidence at 

the demurrer stage. (See Fremont Indemnity Co. v. Fremont 

General Corp. (2007) 148 Cal.App.4th 97, 112–118.)

In this peculiar situation, we treat the evidentiary material 

Autonomous Region attached to its supplemental briefing as 

offers of proof to convince the probate court to grant leave to 

amend. 

Nothing in Autonomous Region’s offer of extrinsic evidence 

supports its claim to be a settlor. We outline its eight documents 

to show why.

Five of the eight items do not aid Autonomous Region 

because they are consistent with the trust’s text and with the 

probate court’s interpretation. None supports Autonomous 

Region’s interpretation. 

First is testimony from a 1991 lawsuit. A witness said 

Narcotics Anonymous groups are autonomous, their autonomy is 

not negotiable, and groups have a role in decisionmaking. 

Second are statements from a compilation of member 

comments from 1991 and 1992. The statements are: 

● hundreds of people helped to write the Basic Text; 

● the trustee would need to act in the best interests of 

the collective owners; and 

● the Fellowship as a whole, through its groups and 

members through the Conference, had the authority 

to create, revise, and approve literature.

Third is a letter written by a Narcotics Anonymous group 

to the California Attorney General from 1992 or earlier that says 
14

each group is autonomous and the groups are each part-owners of 

the intellectual property of Narcotics Anonymous. The letter 

says it would be incorrect to make the Conference the settlor 

because the Fellowship and its groups are the owners. 

Autonomous Region says this letter prompted the trust drafters 

to change the definition of settlor “to the current language 

referencing plural groups.” 

Fourth and fifth are the Fellowship’s Tradition Four and 

commentary about this tradition from two editions of the Basic 

Text. The texts explain a Narcotics Anonymous group is any 

meeting with regular and specified times and places for the 

purpose of recovery, provided the meeting follows the Twelve 

Steps and the Twelve Traditions. The format of these meetings 

varies. Autonomy is important because it allows each group to 

create its own atmosphere of recovery. But, the texts warn, 

“autonomy can be a two-edged sword”: groups cannot be free to 

affect other groups or Narcotics Anonymous as a whole. Groups 

must not force anything upon other groups. 

These five sources are consistent with the trust’s text: lone 

groups have much autonomy but no subset of the Fellowship has 

a unilateral power to revoke the trust. 

Three remaining sources of extrinsic evidence do not aid 

Autonomous Region. They are either irrelevant or they predate 

and conflict with the trust. 

Autonomous Region cites a 1988 memorandum that 

proposed more “autonomous flexibility” to promote worldwide 

development. The memorandum proposed the worldwide 

membership rather than the American Fellowship should be 

responsible for the integrity of the Narcotics Anonymous 

program. Autonomous Region’s appellate briefing does not 
15

explain the relevance of this worldwide versus national 

distinction. The memorandum also says, “Group autonomy gives 

each group the right to accept or reject any decision made in its 

behalf, even if that decision is otherwise supported or rejected by 

the vast majority of other N.A. groups.” Whatever the structure 

or the debate in 1988, the trust the Fellowship established in 

1993 does not give individual groups this veto authority. This 

evidence does not reveal latent ambiguity; it shows conflict and 

resolution.

Autonomous Region also cites a 1991 telephone 

conversation transcript in which two people said regional service 

committees should be the settlors. One said, “we should all be 

included as [settlors]” and “hypothetically, I would see the 

[regional service committees] acting as the agent of the 

beneficiary.” The trust defines the parties to the trust differently 

from these suggestions. The words “regional service committee” 

are absent from the definition of settlor. The conversation does 

not tend to show the trust gives a single group the power of 

revocation. It does not disclose an ambiguous double meaning. It 

shows a discussion that was resolved.

Finally, Autonomous Region cites minutes from a 1991 

meeting in which a director said a proposal that the settlor, 

trustee, and beneficiary should each be the Fellowship would 

create an invalid trust. This statement does not support 

Autonomous Region’s proposed interpretation. The statement is 

not relevant.

In sum, the trust is not susceptible to Autonomous Region’s 

proposed interpretation that it is a settlor. Section 15800 thus 

does not give Autonomous Region standing. The first standing 

argument is unsuccessful. 
16

C

Autonomous Region’s second theory is special interest 

standing. That argument fails because this suit aims to enforce a 

charitable trust that is revocable. California adopted special 

standing to solve “the problem of providing adequate supervision 

and enforcement of charitable trusts.” (Holt, supra, 61 Cal.2d at 

p. 754.) When a charitable trust is revocable, however, the living 

and competent settlor provides adequate supervision and 

enforcement of the settlor’s own trust, thus eliminating the 

problem that prompted the doctrine. When the problem that 

motivated creation of the doctrine does not exist, neither does the 

doctrine. There is no special standing to enforce charitable trusts 

that are revocable.

We begin by defining the doctrine of special standing to 

enforce charitable trusts. Holt did not attempt a general 

definition but instead relied upon the Restatement Second of 

Trusts. (See Holt, supra, 61 Cal.2d at pp. 753, 757.) The 

Restatement Third of Trust updated the relevant provision in 

2012. (See Rest.3d Trusts, § 94, p. 4.) We italicize its definition 

of the doctrine:

“A suit for the enforcement of a charitable trust may be 

maintained only by the Attorney General or other appropriate 

public officer or by a co-trustee or successor trustee, by a settlor, 

or by another person who has a special interest in the enforcement 

of the trust.” (Rest.3d Trusts, § 94, subd. (2), p. 4.) 

The Restatement Third gives an example of special interest 

standing: “if the purpose of a charitable trust is to pay the salary 

of the pastor of a particular church, the pastor has specialinterest standing (as does the church) to enforce the trust.” 

(Rest.3d Trusts, § 94, com. g(1), p. 9.) The Restatement Third 
17

also notes that, if “a charitable trust is created to benefit the 

members of a described group of persons that is reasonably 

limited,” then “one or more members of that group may be 

allowed to maintain a suit, on behalf of its members generally, 

against the trustee for enforcement of the trust. Thus, the 

purpose of a charitable trust to contribute to the costs of medical 

care for ‘needy residents’ of a specified small town ordinarily can 

be enforced by any reasonably qualified member of the 

community.” (Id. at pp. 9–10.) 

“The special-interest concept and its application involve a 

balancing of policy concerns and objectives. The special-interest 

requirement provides a safeguard for charitable resources and 

trustees by limiting the risk, and frequency, of potentially costly, 

unwarranted litigation; but the recognition of special-interest 

standing, in appropriate situations, is justified by society’s 

interest in honoring reasonable expectations of settlors and the 

donor public and in enhancing enforcement of charitable trusts, 

in light of the limitations (of information and resources, plus 

other responsibilities and influences) inherent in Attorney 

General enforcement.” (Rest.3d Trusts, § 94, com. g, p. 9.) 

Holt concurred with this logic. (Cf. Holt, supra, 61 Cal.2d 

at p. 754 & fn. 2 [the motivating reason for the special standing 

had been “extensively discussed”].) Private trusts contrast with 

charitable trusts. In private trusts, benefits from the trust and 

information about it are concentrated in a way that promotes 

effective oversight: private individuals get the benefits and have 

an incentive to notice and to investigate irregularities. But 

charitable trusts tend to be different. “Beneficiaries of a 

charitable trust, unlike beneficiaries of a private trust, are 

ordinarily indefinite and therefore unable to enforce the trust in 
18

their own behalf.” (Id. at p. 754.) Charitable beneficiaries may 

not even know about the trust. In any event, they lack realistic 

incentives to sue. “The Attorney General may not be in a position 

to become aware of wrongful conduct or to be sufficiently familiar 

with the situation to appreciate its impact, and the various 

responsibilities of his office may also tend to make it burdensome 

for him to institute legal actions except in situations of serious 

public detriment.” (Id. at p. 755.) This lack of oversight means 

charitable trusts can lapse into inactivity and neglect and can be 

victimized by trustee breaches of trust. When charitable trusts 

are badly or corruptly managed, underenforcement of the original 

charitable purpose disserves the public interest in furthering 

social betterment. (See also Bogert, Recent Developments 

Regarding the Law of Charitable Donations and Charitable 

Trusts (1954) 5 Hastings L.J. 95, 95; Bogert, Proposed Legislation 

Regarding State Supervision of Charities (1954) 52 Mich. L.Rev. 

633, 635–636; Note, State Supervision of the Administration of 

Charitable Trusts (1947) 47 Colum. L.Rev. 659, 660–661; 

Comment, Supervision of Charitable Trusts (1953) 21 U. Chi. 

L.Rev. 118, 118–119, 128–129; Cf. Holt, supra, 61 Cal.2d at p. 

754, fn. 2 [citing sources].)

Thus the problem, according to Holt, was ineffective 

oversight of charitable trusts. Holt’s solution was to recognize 

special standing for cotrustees of a charitable trust to sue other 

trustees about alleged breaches of trust obligations. After Holt, 

then, enforcement was not solely in the hands of the Attorney 

General, as an earlier case had held. Holt expressly disapproved 

that earlier case. (Holt, supra, 61 Cal.2d at pp. 752–757.)

Holt opened the door to special standing but opened it 

cautiously. The high court was aware that to broaden standing 
19

excessively would be to invite vexatious litigation. Costly 

litigation would diminish funds that could further the charitable 

mission. 

The basis for Holt’s fear is plain. Trusts usually control 

something valuable, and valuable assets can attract lawsuits. 

Some suits might be sincere but officious. Others could be simple 

strike suits. 

The Holt opinion noted the threat of vexatious litigation. 

The opinion cited the esteemed Professor Kenneth Karst, who 

had written that “[t]he reason for the frequently seen statement 

that the attorney general alone can enforce a charitable trust is 

of course that the charity needs to be protected from constant 

harassment by meddlesome individuals who have no interest in 

the charity except as members of the public. This is sound but 

quite inapplicable to enforcement by the fiduciaries who are both 

few in number and charged with the duty of managing the 

charity’s affairs.” (Karst, The Efficiency of the Charitable Dollar: 

An Unfulfilled State Responsibility (1960) 73 Harv. L.Rev. 433, 

444–445, fns. omitted, italics added.) 

The Restatement Third echoed this concern, noting “[t]he 

risk of repetitious or harassing litigation . . . underlies the 

requirement that one who seeks to enforce a charitable trust 

have a special interest in doing so . . . .” (Rest.3d Trusts, § 94, 

reporter’s notes on com. g(3), p. 20.) 

Courts nationwide share this concern. (E.g., In re United 

Effort Plan Trust (Utah 2013) 296 P.3d 742, 750 [Charitable 

trusts could frequently be subjected to unreasonable and 

vexatious litigation because beneficiaries are generally some or 

all of the members of a large shifting class of the public. “This 

potential for unlimited litigation would be problematic given that 
20

charitable trusts are created to serve the public good and have 

finite resources. The larger the group of individuals that is 

permitted to meddle with charitable trust management decisions, 

the more likely that trust resources will be diverted from the 

trust’s charitable, public-good purposes and devoted instead to 

litigation costs and attorney fees.”].)

The Holt opinion thus voiced support for the “protection of 

charities from harassing litigation.” (Holt, supra, 61 Cal.2d at p. 

755.) 

For more than half a century, Holt has been a beacon. The 

Restatement Third described Holt as “frequently quoted” and 

paid Justice Traynor the compliment of identifying him as its 

author. (Rest.3d Trusts, § 94, reporter’s notes on com. e, p. 14.) 

Yet in all this time, apparently no case, in California or for that 

matter anywhere in the United States, has considered whether 

this special standing rule should extend to trusts that are 

revocable in nature. 

The parties cite no such precedent. If that precedent exists, 

it has eluded our research.

Holt did not involve a revocable trust. (See Holt, supra, 61 

Cal.2d at pp. 752–761.) 

Neither did leading California cases applying Holt. (E.g., 

Patton v. Sherwood (2007) 152 Cal.App.4th 339, 341–342; L.B. 

Research & Education Foundation v. UCLA Foundation (2005) 

130 Cal.App.4th 171, 176; Hardman v. Feinstein (1987) 195 

Cal.App.3d 157, 161–162; San Diego etc. Boy Scouts of America v. 

City of Escondido (1971) 14 Cal.App.3d 189, 192–193.) 

World Services made just this point to the probate court: 

no case involving charitable trusts that were revocable has 

conferred special standing. The proposal is unprecedented.
21

Revocability matters. Whether the settlor can or cannot 

revoke its trust is a central feature of the trust mechanism. 

Revocable trusts differ fundamentally from irrevocable 

trusts. 

In irrevocable charitable trusts, the stage is set for abuse. 

The settlor has passed from the scene and no longer can 

vigilantly attend to trust management. 

Revocable trusts are different entirely. There the settlor is 

functioning, can attend to the management of the trust, and 

presumably is fully in charge. The attentive and displeased 

settlor, with a figurative snap of the fingers, can revoke the trust 

and shut down the whole operation. (See § 15401, subd. (a)(2) 

[settlor can revoke a trust via a signed writing delivered to the 

trustee].) 

The problem of lapsed supervision and attendant 

mismanagement does not exist when the trust is revocable. 

That holds here. Any time the Fellowship decides its trust 

has gone awry, it can revoke the trust the same way it set up the 

trust in the first place. 

Autonomous Region objects to this analysis, but its 

objections are not powerful. It alleged it did not first make a 

written petition to remove World Services as the trustee at the 

biennial World Service Conference because the conferences “are 

controlled and managed by World Services itself,” meaning “such 

a petition would have been futile.” This allegation is about 

removing the trustee, however, when the pertinent issue is 

revocability of the trust. Autonomous Region’s allegation it would 

be futile for Autonomous Region to act does not mean action by 

the settlor would be futile. Indeed, the Fellowship was able to 

mobilize itself to establish the trust in the first place, and the 
22

trust document announces that the trust, registered in 1993, was 

amended in 1997, 1998, and 2012. Moreover, Autonomous 

Region does not explain how its allegation of control and 

management can eliminate concern that permitting broad 

standing would invite meddlesome litigation that diverts trust 

resources from charitable purposes to legal fees. 

At oral argument, Autonomous Region sought to discount 

the problem of meddlesome litigation in this case. It said it is 

seeking only to control recovery literature, not a bounty of trust 

monies. But Autonomous Region’s petition does seek 

disgorgement of profits and attorney fees. And monetary gain 

need not be the only or even the usual motivation for officious 

intermeddlers. Sometimes they are simply officious. They still 

can be a costly problem for a settlor who has retained the power 

to revoke. 

Autonomous Region has never explained how it could 

amend to show it belongs to a group “few in number.” (Holt, 

supra, 61 Cal.2d at p. 755.) To enlarge standing to include every 

subset of the Fellowship’s worldwide membership would be to 

open the door wide.

Autonomous Region’s opening papers argued that, when it 

comes to special standing, there is no basis for distinguishing 

between revocable and irrevocable trusts, and Corporations Code 

section 5142 proves this, for that provision makes no such 

distinction. This provision authorizes the following to bring an 

action to remedy a breach of a charitable trust:

(1) the corporation,

(2) an officer of the corporation,

(3) a director of the corporation,
23

(4) a person with a reversionary, contractual, or property 

interest in the assets subject to the charitable trust, and

(5) the Attorney General, or a person the Attorney General 

grants relator status. (Corp. Code, § 5142.)

The argument fails. Potential beneficiaries of a revocable 

trust may hope the settlor never revokes the trust, but they have 

no legal entitlement to prevent the settlor from taking this step. 

(E.g., Giraldin, supra, 55 Cal.4th at p. 1062 [“The beneficiaries’ 

interest in the trust is contingent only, and the settlor can 

eliminate that interest at any time.”].) Autonomous Region’s 

opening brief does not explain how this ephemeral hope can 

amount to a reversionary, contractual, or property interest. This 

lack of explanation means Autonomous Region has forfeited the 

argument, for it left World Services without legal substance to 

oppose.

Autonomous Region professes concern with the public 

interest in combating the opioid epidemic. Yet a broader 

perspective contradicts its position. The public interest in 

encouraging charity of every kind is better served by leaving 

revocable trusts in the hands of the active and on-the-scene 

settlor that had the resources, desire, and vision to create the 

charitable trust in the first place.

In short, the common law doctrine of special standing to 

enforce charitable trusts does not extend to trusts that are 

revocable. Autonomous Region’s second standing theory is 

legally incorrect.

D

The probate court properly denied Autonomous Region 

leave to amend. Autonomous Region contends it should have 

been allowed to add facts supporting its interpretation that the 
24

trust confers standing on any regional delegate group. The 

probate court did allow Autonomous Region to develop its new 

section 15800 argument and to file supplemental briefing replete 

with extensive offers of proof. The court’s interpretation of the 

trust was correct: as a matter of law, Autonomous Region is not 

the settlor or a settlor. The court was also right to rule that, 

because this trust is revocable, Autonomous Region lacked 

special standing.

Autonomous Region had the burden to prove it could cure 

defects in its petition. (Schifando v. City of Los Angeles (2003) 31 

Cal.4th 1074, 1081.) It did not carry this burden.

DISPOSITION

We affirm the judgment and award costs to the respondent.

WILEY, J.

We concur: 

GRIMES, Acting P. J.

STRATTON, J.