An Open Letter to Westwood Residents

An Open Letter to Residents of the Town of Westwood:

The purpose of this letter is to keep all registered adult Girl Scouts who reside in Westwood and other interested members of the Westwood community informed of the status of our lawsuit against the Girl Scouts of Eastern Massachusetts (“GSEM”). For many years GSEM shared a list of registered Girl Scouts on a bi-weekly basis with Westwood Girl Scouts. This changed with the 2016 – 2017 school year when they stopped giving us contact information. This is why we are writing this letter.

Background:

In 1964 the Westwood, Mass. Local Council of Girl Scouts, Inc. deeded the Scout House and another locally owned property in Westwood to the regional Girl Scout Council. We understand that, at the time, Girl Scouts USA required the transfer. At that time, an agreement was executed which provides that any transfer or encumbrance (including a mortgage for any purpose other than improvements to the Scout House itself) of the Scout House requires the consent of a majority of the “Adult Westwood Girl Scouts” (a.k.a. “WAGS”), which is defined in the 1964 Agreement as all registered adult Girl Scouts residing in Westwood. In 1985, WAGS exercised these rights and approved the sale of property located in Westwood which was known as Camp Wildwood pursuant to the procedure created in the 1964 contract.

The Westwood Scout House stood behind Town Hall since 1939. It was built by Westwood residents to serve as a meeting place for Westwood scouts. Until a boiler malfunction and frozen pipes in 2013, it was used on an almost daily basis by many of the 30 or so Girl Scout troops in Westwood. The regional Girl Scout Council also used it for meetings and training, and on occasion, it was used by out of town troops. Our community donated money, time, labor and materials to construct and maintain the building.

Lawsuit:

On February 9, 2016, we filed a class action lawsuit against GSEM because GSEM failed to follow the procedure laid out in the 1964 agreement when it transferred the Scout House to the Town of Westwood so the Town could build the new Police Station. Had GSEM followed the procedure that it was contractually obligated to follow, WAGS could have ensured that the transfer in 2016 that led to the construction of the new Scout House would not cause WAGS to lose any of the rights that it had under the 1964 Agreement. We—like many in Westwood—are very excited about the beautiful new Scout House; our focus in this lawsuit is simply in preserving WAGS’s rights under the 1964 Agreement (and later 1980 Agreement, which restated those same rights). What we are trying to preserve through the filing of the lawsuit is the same rights WAGS had in the old Scout House in the new Scout House currently located adjacent to the Hanlon School (i.e., the right to approve any transfer or encumbrance of the Scout House by majority vote, which will ensure that the residents of Westwood have a say before the Scout House could be sold in the future).

GSEM believes that it can sell or mortgage the new property at any time without any notice to, or consent from, WAGS. This lawsuit is necessary to make sure that this does not and cannot happen. GSEM took advantage of the Town’s need for the old Scout House property as an opportunity to sever WAGS’ rights to restrict GSEM’s actions and to obtain an asset worth over $700,000 free and clear. GSEM has repeatedly told us that it will not honor WAGS’ rights under the 1964 Agreement because GSEM’s obligation is to look out for the best interests of all Girl Scouts in Eastern Massachusetts, not just those in Westwood. This is not right and it is not the law.

Status of the lawsuit:

Lawsuits take a long time. WAGS brought suit in February 2016 in the Land Court seeking to impose a constructive trust on the new Scout House to transfer WAGS rights in the old Scout House to the new property. GSEM filed a motion to dismiss the lawsuit.

Judge Foster denied GSEM’s Motion to Dismiss in July 2016, handing an early win to the Adult Westwood Girl Scouts. Judge Foster also prohibited GSEM from encumbering the new Scout House or selling it until the lawsuit is settled or the parties agree to a resolution.

In September 2016, WAGS met with GSEM before a mediator and we tried to resolve the lawsuit. We are prohibited from describing any proposals during mediation. Suffice it to say, we did not reach a resolution.

We recently completed the discovery phase of the lawsuit. Both sides have answered interrogatories and requests for production of documents. During March 2017, plaintiffs Nancy Gottlieb and Susan Wisialko, as representatives of WAGS, each spent a day being deposed by GSEM’s legal counsel. In early April, GSEM’s CEO, Patricia Parcellin, and COO, Barbara Fortier, were deposed by Goodwin Proctor who is representing WAGS.

The next step is to file a motion for class recognition and/or certification so that we may pursue this lawsuit in a representative capacity. After that, we will ask the Judge to rule on the meaning of the 1964 Agreement and the rights of WAGS.

What’s at Risk?

Currently, Westwood Girl Scouts can meet in the beautiful new Scout House located adjacent to the Hanlon School. We encourage all our troops and scouts to use it as much as possible. The new Scout House property is an asset to GSEM directly traceable from the original Scout House property and the added infusion of funds from the Town in 2016. It is a significant asset worth approximately $700,000.

GSEM claims that the cost of defending the lawsuit is taking away from monies it has to spend on Girl Scouts and that WAGS is harming those scouts. We respond with the following: First, GSEM chose to transfer the old Scout House without the consent of WAGS in breach of the 1964 agreement (which was complied with most recently in 1985 at the time of the sale of Camp Wildwood); Second, GSEM has chosen to defend this lawsuit rather than recognizing the contractual rights set forth in the 1964 agreement; and Third, GSEM alone is responsible for WAGS’ activation and subsequent attempt to protect future generations of Westwood girls in scouting. WAGS’ is not diverting GSEM’s monies; GSEM is doing so as a business matter with a goal of avoiding the restriction previous WAGS crafted in an effort to protect and preserve a meeting place for scouting in Westwood. Were GSEM to win this lawsuit, it could sell the property at any time to meet any budgetary need. The girls of Westwood would have no dedicated space for Girl Scout meetings. We all know how difficult it is to secure meeting space in Westwood. While not every girl is a Girl Scout, we believe that those who chose to participate in the organization enjoy experiences that help them become girls of courage, confidence and character who make the world a better place.

We recognize the need for a dedicated Scout House now and for future generations of Westwood girls and remain committed to our objective of retaining a meeting space in Westwood for Westwood Girl Scouts. Our goal in prosecuting this lawsuit is simply to ensure that the registered adult Girl Scouts of Westwood have a say in any future disposition of the new Scout House, just as they did in the 1980s in connection with the sale of Camp Wildwood. If we walk away from this lawsuit, GSEM, without any input from Westwood Girl Scouts, believes that it could sell the property, pocket the profits and redirect them to other purposes.

Westwood women in 1964 had the foresight to try to protect Girl Scouting in Westwood and we believe we have an obligation to protect and preserve those rights. If we are successful in this lawsuit, we believe that Westwood Girl Scouts will never have to re-visit the issue of possibly losing access to a dedicated space in town to hold meetings. We remain committed to keeping all WAGS, Girl Scouts and interested community members aware of the status of this process. We welcome your input, questions, and support. We can be reached at: WestAdultGS@gmail.com.