King v Philcox

The High Court of Australia considered a dispute between King and Philcox concerning the interpretation of a will. The primary issue revolved around whether a specific bequest of shares in a company, which had undergone a significant corporate restructure prior to the testator's death, should be satisfied by the shares held in the restructured entity or by the original shares.

The High Court was required to determine the proper construction of the will, specifically whether the testator's intention, as expressed in the will, was to bequeath the shares in the original company or the shares in the successor entity that had replaced the original company following a demerger. This involved considering the principles of testamentary intention and the effect of corporate reorganisations on specific bequests.

The Court reasoned that the testator's intention was paramount and that the will should be construed in a manner that gave effect to that intention. Applying established principles of will construction, the Court found that the specific bequest of shares in the original company should be interpreted as referring to the shares in the restructured entity that represented the testator's interest in the original company's business. The Court held that the demerger did not extinguish the subject matter of the bequest but rather transformed it into a different form, which the testator would have intended to be the subject of the gift. The appeal was dismissed.