The most dangerous sentence in Minnesota’s cotrustee statute is the reassuring one. Minn. Stat. § 501C.0703, paragraph (f), tells a trustee that if you did not join in what your cotrustee did, you are not on the hook for it. Read alone, that is a complete defense: abstain, and you are clean.
It does not stand alone. Paragraph (f) opens with “Except as otherwise provided in paragraph (g),” and paragraph (g) imposes an affirmative duty to prevent and to compel redress of a serious breach by a cotrustee. So the cotrustee who saw it coming, said no, and then went quiet has not bought protection. She has simply moved her exposure from one theory to another — from liability for the act to liability for failing to stop it.
That is the practical core of cotrusteeship in Minnesota, and it is why the family that names two adult children as cotrustees “so they will keep an eye on each other” has created a structure in which the sibling who objects the loudest and does the least is often the more exposed of the two.
Do Minnesota cotrustees have to act unanimously, or does a majority govern?
The default is majority — but read the words the legislature used:
(a) Cotrustees who are unable to reach a unanimous decision may act by majority decision.
Minn. Stat. § 501C.0703(a). The statute does not simply declare “cotrustees act by majority.” It grants majority authority to cotrustees “who are unable to reach a unanimous decision.” Unanimity is the assumed starting posture; majority action is the release valve when consensus fails.
For a two-trustee trust — by far the most common private arrangement in Minnesota — this matters enormously, because there is no majority of two. Two cotrustees who disagree have no statutory mechanism to break the tie. They are deadlocked until one relents, one resigns, or someone goes to court. Anyone drafting a trust with two named cotrustees and no tiebreaker provision has built a machine that stops working the first time the trustees disagree about anything.
And all of this is a default. Under Minn. Stat. § 501C.0105(a), the chapter governs “[e]xcept as otherwise provided in the terms of a trust,” and § 501C.0105(b) prevails the trust’s terms over the chapter except for twelve enumerated items. Section 501C.0703 is not among them. So an instrument can require unanimity, give one cotrustee the deciding vote, carve out categories of decision, or appoint a tiebreaker. Before you apply the majority rule, read the document — the statute only fills a silence.
What happens if one cotrustee is sick, traveling, or unreachable?
Two different paragraphs handle two different problems, and they have different triggers.
If the seat is empty — death, resignation, removal — Minn. Stat. § 501C.0703(b) is unconditional: “If a vacancy occurs in a cotrusteeship, the remaining cotrustees may act for the trust.” No urgency showing, no court order. The trust keeps running while the successor-trustee question gets sorted out.
If the seat is occupied but the trustee cannot serve right now, paragraph (d) adds a condition. The remaining cotrustees may act where a cotrustee “is unavailable to perform duties or exercise the powers because of absence, illness, disqualification under other law, or other temporary incapacity, and prompt action is necessary to achieve the purposes of the trust or to avoid injury to the trust property.”
The difference is the whole point. A vacancy transfers authority. A temporary absence does not — it authorizes only what is urgent. A cotrustee who takes advantage of a partner’s two-week hospitalization to close a transaction that could have waited has not satisfied paragraph (d), and paragraph (f) will not shield the absent trustee’s later objection from the analysis in paragraph (g) either.
Can a Minnesota cotrustee just let the other one handle everything?
Only by a real delegation, and only where delegation is prudent. Paragraph (c) states the baseline duty:
(c) A cotrustee must participate in the performance of a trustee’s duties and powers unless the cotrustee is unavailable to perform the duties or exercise the powers because of absence, illness, disqualification under other law, or other temporary incapacity or the cotrustee has properly delegated the performance of the function to another trustee.
There are exactly two exits: unavailability, and proper delegation. “My brother is the one with the business background, so I let him run it” is neither — unless it was structured as a delegation.
Paragraph (e) supplies the mechanism: “A trustee may delegate to a cotrustee the performance of any duties or powers as prudent under the circumstances. Unless a delegation was irrevocable, a trustee may revoke a delegation previously made.”
Two features of that sentence get missed. First, the standard is prudence under the circumstances, which means a delegation that was sensible in year one can stop being defensible in year four when the delegate’s judgment or attention changes. Second, delegations are revocable by default — the power to revoke is the delegating trustee’s ongoing lever, and a trustee who watches a delegate go wrong and never pulls it has a paragraph (g) problem regardless of how proper the original delegation was.
Note also what paragraph (e) does not say. When a trustee delegates to a non-trustee agent under Minn. Stat. § 501C.0807, paragraph (c) of that section gives an express liability shield: “A trustee who complies with paragraphs (a) and (b) is not liable to the beneficiaries or to the trust for an action of the agent to whom the function was delegated.” Section 501C.0703(e) contains no comparable shield. Cotrustee-to-cotrustee delegation excuses the duty to participate; the statute does not say it excuses the delegating trustee from liability for what the cotrustee then does. That is a meaningful asymmetry, and a trustee planning to hand a function to a cotrustee should not assume the § 501C.0807 protection travels with it. If the goal is genuine insulation from a cofiduciary’s decisions, the directed-trust structure under § 501C.0808 is the tool built for that, not paragraph (e).
Is a cotrustee who votes against a decision protected?
Partially — and the size of the gap is set by two words the statute never defines.
Paragraph (f): “Except as otherwise provided in paragraph (g), a trustee who does not join in an action of another trustee is not liable for the action.”
Paragraph (g): “Each trustee shall exercise reasonable care to: (1) prevent a cotrustee from committing a serious breach of trust; and (2) compel a cotrustee to redress a serious breach of trust.”
Put them side by side and the structure is clear. Not joining defeats liability for the act. It does nothing about liability for failing to use reasonable care to stop the act — a separate duty, owed independently by each trustee. Under Minn. Stat. § 501C.1001(a), “[a] violation by a trustee of a duty the trustee owes to a beneficiary is a breach of trust,” so a failure to exercise the reasonable care paragraph (g) demands is itself actionable.
Three things sharpen the point:
“Action” includes doing nothing. Minn. Stat. § 501C.0103(a) defines “action” with respect to a trustee’s act to “include[] a failure to act.” So paragraph (f) covers a cotrustee’s omissions as well as their transactions — and correspondingly, paragraph (g)’s prevention duty can be triggered by a cotrustee who is failing to do something, not only by one who is doing something wrong.
The duty runs to prevention and redress. Paragraph (g)(2) is retrospective. Learning about a serious breach after it happened does not end the obligation; it converts it into a duty to compel the cotrustee to fix it. A cotrustee who discovers a completed self-dealing transaction and files it away has a live problem.
“Serious breach of trust” is undefined. The phrase appears in paragraphs (g) and (h) of § 501C.0703 and again in the removal standard at § 501C.0706(b)(1), and the chapter’s definitions section, § 501C.0103, does not define it — it defines “action,” “ascertainable standard,” “beneficiary,” “charitable trust,” “conservator,” “environmental law,” “guardian,” “interests of the beneficiaries,” “jurisdiction,” “person,” and others, but neither “breach of trust” nor “serious breach of trust.” That undefined adjective is the entire fight in a cotrustee liability case, and it cuts against the passive trustee: since no one can tell you in advance where the line sits, a cotrustee who assumes a questionable transaction falls below “serious” is betting on a standard a court will define after the fact.
What is the difference between dissenting properly and just objecting?
This is the practitioner’s payoff, and it lives in paragraph (h):
(h) A dissenting trustee who joins in an action at the direction of the majority of the trustees and who notified any cotrustee of the dissent at or before the time of the action is not liable for the action unless the action is a serious breach of trust.
Unpack the conditions, because each one is a way to lose the protection:
- It applies only to a trustee who joins. Paragraph (h) is for the outvoted trustee who then signs, executes, or otherwise participates in the majority’s decision. A trustee who refuses to join is analyzed under (f) and (g), not (h).
- Notice must be given “at or before the time of the action.” An objection sent the following week is outside the paragraph. The complaint letter written after the closing, the email sent when the account statement arrives — those are not dissents under paragraph (h). They are commentary.
- Notice goes to “any cotrustee.” Not to all cotrustees, and the statute does not direct it to the beneficiaries or the court. One cotrustee is enough.
- The shelter has a ceiling. Protection applies “unless the action is a serious breach of trust.” A properly noticed dissent does not immunize participation in a serious breach — and if the action is a serious breach, the dissenting trustee is also carrying the paragraph (g) duty to have exercised reasonable care to prevent it.
So the difference between dissenting properly and merely objecting is timing, form, and follow-through. A proper dissent is contemporaneous, communicated to a cotrustee, and documented. Mere objection is retrospective, oral, and unrecorded — and it protects no one.
Two drafting notes for anyone building a file around this. First, paragraph (h) requires only that a cotrustee be “notified,” with no writing requirement; that is a reason to put it in writing anyway, since the trustee asserting the dissent bears the practical burden of proving it happened when she says it did. Second, a dissent memorialized only in the trustee’s own private notes proves the trustee’s state of mind and nothing about notice.
What should a cotrustee do when reasonable care requires more than a memo?
Paragraph (g) says “reasonable care,” which scales with the severity of what is happening. At some point, sending another letter is no longer reasonable care — it is a record of watching. Minnesota gives a cotrustee standing to escalate:
- Ask the court for instructions. Minn. Stat. § 501C.0202(24) authorizes a judicial proceeding “to instruct the trustee regarding any matter involving the trust’s administration or the discharge of the trustee’s duties, including a request for instructions and an action to declare rights.” Clause (1) separately allows a proceeding “to confirm an action taken by a trustee.” For a genuine deadlock or a good-faith disagreement about authority, this is the clean path.
- Petition to remove the cotrustee. Minn. Stat. § 501C.0706(a) expressly names a cotrustee among those who may petition: “The settlor, a cotrustee, or a beneficiary may petition the court to remove a trustee, or a trustee may be removed by the court on its own initiative.” Two of the statutory grounds are built for this situation — § 501C.0706(b)(1), that “the trustee has committed a serious breach of trust,” and § 501C.0706(b)(2), that “lack of cooperation among cotrustees substantially impairs the administration of the trust.” That second ground is the one that matters in a deadlock, because it does not require proving anyone did anything wrong. More on the mechanics of removing a Minnesota trustee.
- Seek interim relief. Under § 501C.0706(c), pending a final decision on removal — or in lieu of or in addition to removal — the court may order appropriate relief under § 501C.1001(b), which includes enjoining a breach, appointing a special fiduciary to take possession of trust property, suspending the trustee, and ordering an accounting.
There is also a back-end allocation rule worth knowing: if more than one trustee is liable for a breach, § 501C.1002(b) provides that “a trustee is entitled to contribution or indemnity from the other trustee or trustees as the court may determine.” Joint exposure is not automatically equal exposure — but that is a fight after the damage, not a substitute for preventing it.
Can the trust document relieve a cotrustee of the duty to police the others?
Not entirely, and the drafting attempt tends to backfire. Section 501C.0703 is a default rule, so an instrument can alter the voting rule, the participation duty, and the delegation mechanics. But two mandatory limits in § 501C.0105(b) survive any such clause: subclause (2), “the duty of a trustee to act in good faith and in accordance with the terms and purposes of the trust and the interests of the beneficiaries,” and subclause (8), “the effect of an exculpatory term under section 501C.1008.”
Section 501C.1008(a) makes an exculpatory term unenforceable to the extent it “relieves the trustee of liability for breach of trust committed in bad faith or with reckless indifference to the purposes of the trust or the interests of the beneficiaries,” or was inserted through abuse of a fiduciary or confidential relationship with the settlor. And § 501C.1008(b) invalidates a term “drafted or caused to be drafted by the trustee” as an abuse of that relationship unless the settlor had independent counsel or the trustee proves the term was fair and adequately communicated. A cotrustee standing by while a serious breach unfolds is close to the definition of reckless indifference, which is exactly the conduct the exculpation statute refuses to excuse. The broader map of what a Minnesota exculpatory clause can and cannot do is worth reading before relying on one.
The working rules
If you are a cotrustee who disagrees. Say so before the action, in writing, to at least one cotrustee, and keep the copy. Decide deliberately whether you are joining under protest — paragraph (h) — or refusing to join — paragraph (f). Then ask the separate question paragraph (g) puts to you: is this a serious breach, and if it might be, what would reasonable care look like to a judge reading this file in three years? If the answer is “more than a letter,” a petition for instructions or removal is the statute’s own escalation path.
If you are a cotrustee who has been letting someone else run things. Paragraph (c) is not optional. Either participate, or document a real delegation under paragraph (e) — scoped, prudent, and periodically revisited — and remember it is revocable. Passivity is not delegation, and § 501C.0703(e) does not carry the express liability shield that § 501C.0807(c) gives a trustee who delegates to an outside agent.
If you are drafting. Two cotrustees with no tiebreaker is a design defect. Specify the voting rule, name a mechanism for deadlock, say whether delegation among cotrustees is permitted and on what terms, and do not paper over the (g) duty with an exculpatory clause you drafted — § 501C.1008(b) treats that clause as presumptively invalid. Where the family’s real goal is to let one fiduciary decide and the other stay clear, a nonjudicial settlement agreement or a directed-trust structure does that job honestly; a cotrusteeship does not.
Madgett Law, LLC
We work with Minnesota cotrustees on both sides of this problem — the fiduciary who is being outvoted and needs to know what the record has to show, and the fiduciary who is being accused of not doing enough about someone else’s decisions. In either posture the first task is the same: build the chronology of who knew what, who said what, and when, because paragraphs (g) and (h) of § 501C.0703 turn almost entirely on timing. We also review trust instruments before the trustees are appointed, when a deadlock provision still costs a paragraph instead of a lawsuit. Call 612-470-6529 or send us a message. Also relevant if you are in this position: the trustee’s duty of loyalty, which is where most serious-breach allegations between cotrustees begin.
Sources: Minn. Stat. § 501C.0703 (Cotrustees) — para. (a) (cotrustees unable to reach a unanimous decision may act by majority decision), para. (b) (remaining cotrustees may act on a vacancy), para. (c) (duty to participate; exceptions for unavailability and proper delegation), para. (d) (temporary unavailability plus necessity of prompt action), para. (e) (delegation to a cotrustee as prudent under the circumstances; revocable unless irrevocable), para. (f) (trustee not joining in an action is not liable for it, except as provided in paragraph (g)), para. (g)(1)–(2) (reasonable care to prevent and to compel redress of a serious breach of trust), para. (h) (dissenting trustee who joins and notified any cotrustee at or before the time of the action; ceiling for serious breach); § 501C.0103 (Definitions) — para. (a) (“action” includes a failure to act); the section contains no definition of “breach of trust” or “serious breach of trust”; § 501C.0105 (Default and Mandatory Rules) — para. (a) (chapter governs except as otherwise provided in the terms of a trust), para. (b) (terms prevail except for twelve enumerated items; § 501C.0703 is not among them), para. (b)(2) (mandatory good-faith duty), para. (b)(8) (effect of an exculpatory term under § 501C.1008 is mandatory); § 501C.0202 (Subject Matter of Judicial Proceedings) — clause (1) (confirm an action taken by a trustee), clause (24) (instruct the trustee; request for instructions and action to declare rights); § 501C.0706 (Removal of Trustee) — para. (a) (a cotrustee may petition to remove a trustee), para. (b)(1) (serious breach of trust), para. (b)(2) (lack of cooperation among cotrustees substantially impairing administration), para. (c) (interim relief under § 501C.1001(b)); § 501C.0807 (Delegation by Trustee) — para. (c) (express liability shield for a trustee who complies with paragraphs (a) and (b), which § 501C.0703(e) does not contain); § 501C.1001 (Remedies for Breach of Trust) — para. (a) (violation of a duty owed to a beneficiary is a breach of trust), para. (b) (available remedies including injunction, special fiduciary, suspension, accounting); § 501C.1002 (Damages for Breach of Trust) — para. (b) (contribution or indemnity among liable trustees as the court may determine); § 501C.1008 (Exculpation of Trustee) — para. (a)(1) (bad faith or reckless indifference), para. (a)(2) (abuse of a fiduciary or confidential relationship), para. (b) (term drafted or caused to be drafted by the trustee) — Minnesota Office of the Revisor of Statutes, 2025 edition; no 2026 amendment banner appears on § 501C.0703, whose history is 2015 Minn. Laws ch. 5, art. 7, § 3. No case law is cited in this article. This is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. Whether particular conduct is a “serious breach of trust,” and whether a particular dissent was timely and sufficient, depend on the trust instrument and the facts. No outcome is promised or implied.