There is no duty of loyalty running from the Trustees, Advisory Committee or Enforcer(s) of the Patagonia Purpose Trust to the private foundation, since the private foundation is not a beneficiary of the Trust. But to whom would they run? If the “enforcer” of a purpose trust effectively owes fiduciary duties to no one, then the enforcement mechanism is illusory and, if the enforcement mechanism is illusory, so also is the Trust itself. The problem, however, is that in the purpose-trust context the enforcer’s fiduciary duties would have to be owed externally to someone other than the “settlor,” otherwise we would have a redundancy. “Would trust principles rather than agency principles constructively govern were such a private enforcer in the picture? If the enforcer is a true fiduciary, then the answer might well be yes.
Professor Charles Rounds has raised this exact question in his Loring and Rounds: A Trustee's Handbook (2022) section 9.27: It also does not answer the question of enforceability.
It does not address what an appropriate role of the Grantor, the grantor’s family and other interested parties, such as the employees of the business held by the Purpose Trust might have. The Act requires a Board of Trustees, that controls the Trust assets, an Advisory Committee, who can sue to enforce the purpose of the Trust, and a Trust Protector that can amend and even terminate the Trust. In most states, the Uniform Trust Act provides only a cursory handling of the issue of enforceability in purpose trusts.
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