Background
Dr Fereydoon Mossanen established the Moss Trust in 2015 for his family. After amendments made in 2017, his wife held a power to amend the trust, but she declined that power in 2019. A 2019 modification purported to vest the amendment power in the trustee, Julius Baer Trust Company (Singapore) Limited, which later executed further amendments and restatements culminating in the 2024 Trust Deed.
After Mrs Mossanen died in November 2024, a dispute arose over whether the later amendments were valid, whether the current trust terms were those in the 2024 Trust Deed, and what assets had to be distributed to two Delaware trusts established for the Mossanen children. The claimants brought an action alleging breaches of trust and duty. In this interlocutory application, they sought summary determination of nine legal and construction issues; the court did not decide the pleaded breach claims themselves.
The Court’s Holding
The High Court summarily determined that the 2017 amendment contained an implied term giving the settlor, if his wife refused the amendment power, a limited power to amend the trust solely to vest that power in another person. The settlor validly exercised that limited power through the 2019 modification, thereby vesting the amendment power in Julius Baer. The other amendments made through that instrument were also valid, and the operative terms of the Moss Trust were therefore those in the 2024 Trust Deed.
The court also held that Linus Jaeggi and Maurice Benezra were validly appointed as protectors. It ruled, however, that the clause authorising protectors conclusively to resolve conflicts and ambiguities in the trust was void and unenforceable because it impermissibly ousted the courts’ jurisdiction.
Construing clause 4.3(v), the court determined that, following Mrs Mossanen’s death, Julius Baer was required to distribute the entire remaining trust fund equally to the trustees of the Amir Trust and Nat Trust. Because the trust directly held shares in investment companies, this required distribution of those shares, rather than stripping out and transferring only selected real properties held by the companies. The court determined the clause’s meaning and effect; it did not make a separate order compelling completion of the transfers.
Key Takeaways
- A trust instrument may contain an implied term where that term is necessary to make the arrangement work, including a narrowly confined power addressing the failure of an intended powerholder to accept an amendment power.
- A trust protector cannot be given final authority to determine interpretive disputes in a way that ousts the courts’ supervisory jurisdiction.
- Clause 4.3(v) covered the entire remaining trust fund, so distribution through the investment-company shares—not extraction of selected underlying properties—was required.
Why It Matters
The decision addresses questions not previously resolved in Singapore authority concerning the exercise of trust powers, implication of terms in trust instruments, and the permissible scope of a protector’s interpretive authority. It confirms that protector provisions remain subject to judicial supervision despite language granting “sole and absolute discretion.”
The judgment also illustrates the importance of distinguishing assets directly held by a trust from property held indirectly through companies. That distinction controlled the required method of distribution and defeated an interpretation that would have separated real estate from the companies holding it.