Clark v Ryan

The High Court of Australia considered a dispute between Clark and Ryan 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 capital 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 after the reconstruction.

The Court was required to determine the testator's intention regarding the subject matter of the bequest in light of the company's altered share structure. Specifically, the legal question was whether the bequest of "100 shares in the capital of the company" lapsed due to the original shares ceasing to exist, or if it should be interpreted as a gift of the new shares that replaced them following the capital reconstruction.

The majority of the High Court held that the bequest should be interpreted as referring to the shares as they existed at the time of the testator's death, not as they were constituted when the will was made. The Court reasoned that the testator's intention was to dispose of their interest in the company, and the capital reconstruction was a mere alteration in the form of that interest, not a fundamental change to its substance. Therefore, the bequest was not adeemed and was effective to pass the new shares to the beneficiary.