The crucial role of clarity of legacy intention
The recent case of British Camelids Ltd v Brooke Hospital for Animals [2025] EWHC 2255 (Ch) provides an insight into the court's approach to charity legacies where the named charity beneficiary has (1) changed its legal structure since the date the will was made (for example, by becoming incorporated) or (2) no longer exists.
The facts
The case concerned Candia Midworth's 1994 will. Mrs Midworth was born in 1943. During her lifetime, she kept and bred llamas at her farm in Surrey. She was an active member of the British Llama and Alpaca Association, editor of its magazine and a director of its charitable arm, British Camelids Limited, for more than 11 years, until 2003.
The will divides Mrs Midworth's £1.9 million estate between "such of the following [charities] that exist at the date of my death", namely (i) British Camelids, (ii) the Brooke Hospital for Animals, (iii) the Zoo Check Project, (iv) the Libe[a]rty Campaign, (v) the Burstow Wildlife Sanctuary and (vi) the British Union for the Abolition of Vivisection (BUAV).
The Zoo Check Project became the Born Free Foundation in 1991 but continued its Zoo Check Project work. The Libearty Campaign was a campaign launched in 1992 by World Animal Protection, and its work is ongoing.
Mrs Midworth died in 2022.
At the time of her death, the Brooke Hospital, Born Free and World Animal Protection had all become incorporated charities (having been unincorporated charities at the time Mrs Midworth made the will) and had different charity numbers to those stated in the will. The Burstow Wildlife Sanctuary closed in 2009.
Following Mrs Midworth's death, British Camelids applied for a grant of letters of administration with will annexed, because the named executor, a firm of solicitors, had been wound up and dissolved prior to her death. It subsequently brought a claim asking the court to confirm that the wording of the will meant that British Camelids and BUAV were each entitled to 50% of the estate.
British Camelids argued that the wording of the will meant that the specific charities (with corresponding charity numbers) named in the will must "exist at the date of [Mrs Midworth's] death" in order to benefit. Because the Brooke Hospital, Born Free and World Animal Protection had become incorporated, and so were distinct legal entities from the unincorporated charities named in the will, it said they could not benefit. It contended that the Burstow Wildlife Sanctuary could not benefit because it did not exist in any form.
The Brooke Hospital, Born Free and World Animal Protection argued that the starting point is that a gift to an unincorporated charity is interpreted as a gift for the purposes of that charity, because an unincorporated charity has no legal existence, save as a trust for charitable purposes. In any event, the Brooke Hospital, Born Free and World Animal Protection were clearly identified in the will, and it was evident that Mrs Midworth intended to benefit them.
They asked the court to conclude that they were the charities identified in the will and, in the case of Born Free and World Animal Protection, were the charities who carried on the purposes of the Zoo Check Project and the Libearty Campaign. Therefore they reasoned that the gifts to Born Free and World Animal Protection could be made, provided the funds were used to further the purposes of the named project/campaign.
They suggested that, while the Burstow Wildlife Sanctuary no longer existed, its purposes were being carried out by a number of different charities, including the Brooke Hospital, Born Free and World Animal Protection although, arguably, not by British Camelids.
Questions for the court
The court was asked to determine (1) whether the continued existence of the named charities in the same legal form was a condition of the gifts, (2) if not, whether the Brooke Hospital, Born Free and World Animal Protection were the right beneficiaries, and (3) whether the gift to the Burstow Wildlife Sanctuary failed or could be passed to a charity continuing the relevant charitable purposes.
The law
The parties agreed that the court's aim in determining the meaning of the will was to establish Mrs Midworth's objective intention as expressed in the will, according to (1) the natural and ordinary meaning of the words used, (2) the overall purpose of the will, (3) the facts known or assumed by Mrs Midworth at the time she made her will, and (4) common sense. There was no evidence of Mrs Midworth's subjective intention but, in the circumstances, this would not have been admissible.
The judgment
The judge confirmed the approach, set out in Dryden v Young [2024] WTLR 843, to interpreting charitable gifts in wills where a specific entity can be identified as the intended recipient of the gift.
In such cases, a gift to an unincorporated charity is generally construed as a gift on trust for its charitable purposes rather than a gift to the specific charity or a gift dependent on the continued existence of the charity in its then form (unless a different intention is stated in the will).
Where an unincorporated charity has changed its purposes or has ceased to exist in its previous form (but its purposes are carried on by it or a new entity which can be regarded as a continuation of the unincorporated charity), the gift will be valid and will be paid to the new entity.
If it has ceased to exist and there is no new entity carrying on its purposes, it will be applied according to the principles of cy-près to a charity or charities with closely related charitable purposes.
A gift to an incorporated charity is different. It is generally treated as a gift to that specific corporate entity (unless a different intention is stated in the will).
The judge concluded that the Brooke Hospital was clearly identified in the will (by its name, address and historic charity number). As the Brooke Hospital was an unincorporated charity at the time Mrs Midworth made the will, the gift should be construed as a gift for its charitable purposes. These "exist[ed] at the date of [Mrs Midworth's] death" and so satisfied the criteria in the will. Accordingly, she found that the Brooke Hospital should receive its share of the estate.
The judge considered that Born Free and World Animal Protection were also clearly identified in the will (by their addresses and historic charity numbers). However, in these cases, the will identified a particular project/campaign.
On this basis, these gifts should be construed as gifts to the charitable purposes of the project/campaign. As with the Brooke Hospital, these "exist[ed] at the date of [Mrs Midworth's] death" and so satisfied the criteria in the will. Therefore, she found that Born Free and World Animal Protection should also receive their share of the estate.
The Burstow Wildlife Sanctuary was clearly identified in the will (by its name, address and historic charity number). As with the gifts to the other unincorporated charities, the judge confirmed that the gift should be construed as a gift for its charitable purposes.
While the Burstow Wildlife Sanctuary no longer carried on these charitable purposes, these were carried on by various charities, including the Brooke Hospital, Born Free and World Animal Protection. On this basis, she considered that they exist[ed] at the date of [Mrs Midworth's] death and so satisfied the criteria in the will.
It is worth noting that the judge considered the gift to the Burstow Wildlife Sanctuary would only fail in the event that its charitable purposes had ceased to exist or were incapable of implementation. As this was not the case, she considered that it was appropriate to direct, by way of a cy-près scheme, that the Burstow Wildlife Sanctuary's share of the estate be paid to at least some of the charities named in the will.
She invited suggestions from the charities regarding any restrictions that they thought appropriate in respect of the gifts to Born Free and World Animal Protection (given the reference in the will to their specific project/campaign) and regarding the identities of those appropriate to benefit from the Burstow Wildlife Sanctuary's share.
The relevance to your charity
This case highlights the importance of clear wording in wills, particularly when a charity beneficiary is included.
Clear and accurate wording can provide executors with certainty regarding a testator's intentions and can inform their subsequent approach. This reduces the risk of expensive litigation which has the potential to significantly reduce the amount your charity receives.
Where there is ambiguity, charity beneficiaries have a duty to seek professional guidance, and to seek confirmation from the court where necessary.
Charities may wish to consider offering guidance to potential donors regarding the proposed wording for charitable legacies, to minimise the risk of potential problems, depending on the circumstances.
Charities should also encourage professional will drafting and regular will reviews (with reference to the information contained in their up-to-date online and printed materials).
