Woodhill v Kempton

In *Woodhill v Kempton*, the High Court of Australia considered a dispute 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 subsequent alteration of the company's capital structure. Specifically, the question was whether the bequest of "100 shares in the capital of the company" was adeemed by the capital reconstruction, or if it should be interpreted as referring to the new shares that replaced the original ones.

The High Court held that the bequest was not adeemed. Applying the principle that a will should be construed so as to give effect to the testator's intention, the Court reasoned that the testator's intention was to bequeath a certain proportion of his holding in the company, rather than a specific number of shares in their original form. The capital reconstruction was seen as a change in the form of the investment, not a fundamental alteration of the subject matter of the bequest. Therefore, the beneficiary was entitled to the shares held by the testator in the company at the time of his death, which represented the reconstructed equivalent of the original shares.