Braund v Henning

The High Court of Australia considered a dispute between Braund and Henning concerning the interpretation of a will. The primary issue before the Court was whether a specific bequest of shares in a company, which had undergone a significant reconstruction prior to the testator's death, should be construed as referring to the shares as they existed at the time of the will's execution or as they were constituted at the time of the testator's death.

The Court was required to determine the proper approach to interpreting testamentary dispositions of shares in a company where the company's capital structure has been altered between the making of the will and the testator's death. Specifically, the Court had to ascertain whether the testator's intention, as expressed in the will, was to bequeath the specific number of shares held at the time of execution, or the shares that represented the testator's interest in the company at the time of death, notwithstanding the alteration.

The High Court held that the primary object of the court in construing a will is to ascertain the testator's intention. In this instance, the Court found that the testator's intention was to dispose of his interest in the company, rather than a specific number of shares. The reconstruction of the company's capital was considered a significant event that altered the nature of the shares. The Court applied the principle that where a testator bequeaths shares in a company, and the company subsequently reconstructs its capital, the bequest should be interpreted as referring to the shares that represent the testator's interest in the company at the time of his death, unless the will clearly indicates a contrary intention. The Court therefore concluded that the bequest should be construed as referring to the shares as they existed at the time of the testator's death.