What’s in a name? It is the charitable purpose that ultimately matters!

The High Court faced the question of whether an estate should be distributed between various organisations, even if some were unincorporated and had changed their names. 

Facts:

The testatrix, Mrs Midworth, who died in April 2022, executed a professionally drafted will in 1994. The will provided for the division of her residuary estate into 100 shares.

A significant distribution of these shares was contingent on her friend, Peter Alexander Grossman, not surviving her, which he in fact did. The gift of the residue was therefore to be divided between six named entities, contingent on their existence at the date of her death. Of these six named entities, two were incorporated charities (the claimant, British Camelids Limited, and the British Union for the Abolition of Vivisection), both of which still exist. The remaining four were unincorporated associations or charitable trusts that have since ceased to exist in their original form. The Brooke Hospital for

Animals, Born Free Trust (Zoo Check Project), and the World Society for the Protection of Animals (Libearty Campaign) have been succeeded by incorporated charities which carry on their declared purposes. The Burstow Wildlife Sanctuary is an unincorporated charity that has ceased to exist and has no known successor. 

The essential issue is whether the gifts to the unincorporated charities will fail because the specific named entities no longer existed at the date of Mrs Midworth's death, or whether the gifts should be treated as gifts for the charitable purposes intended and which continue to be carried out by their incorporated successors.

Decision: 

The judgement resulted in a mixed outcome for the parties involved, with the Court largely siding with the defendant charities' interpretation of the will. The Court ruled that the gifts to the Brooke Hospital, Born Free, and World Animal Protection – the incorporated successor charities – were valid and

had not failed. The Judge found that Mrs Midworth's will intended to benefit the charitable purposes of the named unincorporated entities, and not the specific legal form they took. Since the first, second, and third defendants are the incorporated successors that continue to carry out those purposes, they are entitled to receive their respective shares of the estate. The Court determined that British Camelids Limited's claim to receive shares from the estate was unfounded. 

The Court ruled that the gift to Burstow Wildlife Sanctuary had failed. Unlike the other unincorporated charities, Burstow Wildlife Sanctuary had ceased to exist and had no known successor. Since the charitable purpose was no longer being carried out by any organisation, the gift to it lapsed and will fall back into the residue of the estate to be divided among the remaining, valid beneficiaries.

The Court interpreted the clause "as shall exist at the date of my death" differently for unincorporated and incorporated charities. For those unincorporated, the term "exist" meant the continued existence of the charitable purpose. For those incorporated (like the claimant), the notion of their "existence" meant the continued legal existence of the corporate body.

Implications:

This ruling gives comfort to individuals who have written a will detailing gifts to charities that have since merged, restructured, or changed their name, that their wishes are likely to be carried out. It establishes a strong legal precedent that a gift to a defunct unincorporated charity will be paid to its incorporated successor, as long as the charitable purpose is still being carried out. This significantly reduces the risk of legacies failing on a legal technicality.

This decision reinforces the "armchair principle" wherein a judge will try to understand the testator's original intent. If a will writer's primary goal was to support a particular charitable purpose (such as animal welfare), then the gift is likely to be upheld, even if the specific organisation named has changed its title.

While the judgement is a positive development, it also highlights the value of updating a will. To avoid any ambiguity, it is best to be as specific as possible. If an organisation's name, address, or charity number has changed, a new will or codicil should be drafted to reflect the most current information. This ensures that there is no room for legal challenges.