A common source of funds for charities is by way of legacies left for them in a deceased person’s Will. Charities are however, commonly cease to exist, either due to failing or as a result of mergers with other charities.
On 5 September 2025, the High Court (Chancery Division) handed down judgment in this case: a dispute over the construction of a Will and the fate of charitable gifts when named organisations no longer exist in their original form.
Background
The case concerned the estate of the Deceased, a llama breeder and active member of the British Llama and Alpaca Association, who died in April 2022, leaving an estate worth over £1.9 million.
Her Will, made in 1994, left specific gifts of her llamas and prints to friends and then divided her residuary estate between a mixture of individuals and animal charities.
Her closest friend and main individual beneficiary predeceased her in 2013. That triggered a fallback clause, directing that the residue should be divided among several listed animal charities – including British Camelids Ltd, the Brooke Hospital for Animals, the Zoo Check Project (Born Free Foundation), the Libearty Campaign (World Society for the Protection of Animals), the Burstow Wildlife Sanctuary, and the British Union for the Abolition of Vivisection (BUAV)
The complication was that many of these organisations, as named in 1994, no longer existed in the same legal form by 2022. Some had incorporated as charitable companies, some had merged, and some (such as the Burstow Wildlife Sanctuary) had ceased entirely.
The legal issue
The central question was whether the Deceased’s gifts were:
- to the specific named institutions – in which case they would fail if those entities no longer legally existed at her death; or
- for the charitable purposes of those institutions – in which case the gifts could survive and pass to successor charities continuing those purposes.
This is a well-trodden problem in charity law: how to interpret gifts when charities restructure, merge, or dissolve. The Court applied principles from recent case law, including this case, which stresses that unless the Will shows otherwise, gifts to unincorporated charities are usually treated as gifts for their purposes, are not specific to the particular charity’s form.
The competing arguments
- The Claimant (British Camelids Ltd) argued that the wording of the Will was strict: gifts were only for “such of the following as shall exist at the date of my death”. On that construction, only British Camelids and BUAV survived as originally named entities, and the rest of the gifts failed.
- The Defendant charities (Brooke, Born Free, World Animal Protection) argued that the gifts were really for charitable purposes, not confined to old legal forms. They said they were clearly intended beneficiaries, continuing the relevant animal welfare work, and so should still inherit.
The decision
The Judge rejected the Claimant’s narrow approach. The Court held:
- British Camelids and BUAV were clearly entitled – they still existed in the same legal form.
- Brooke Hospital for Animals: although the original unincorporated charity had ceased, its work continued seamlessly through the incorporated Brooke charity. The gift was construed as for charitable purposes, so Brooke succeeded.
- Zoo Check Project (Born Free) and Libearty Campaign (World Animal Protection): although the names had fallen out of use, the purposes behind them continued in the modern organisations. The Court construed the gifts as intended for those purposes and the successor charities were entitled, with possible restrictions ensuring funds are applied to those campaigns.
- Burstow Wildlife Sanctuary: although the sanctuary itself no longer existed, its purposes (animal rescue and rehabilitation) were still capable of fulfilment. The Court indicated it would approve a scheme to redirect that share among appropriate existing charities.
Why This Case Matters
This ruling highlights several important principles for charity law and estate planning:
1. Purpose over form – Courts are reluctant to let charitable gifts fail just because charities have restructured. Unless a Will shows a contrary intention, gifts to unincorporated charities are interpreted as for their purposes.
2. Precision can backfire – Testators who specify charity numbers, addresses and/or campaigns risk tying gifts to entities that later dissolve or rebrand. Ironically, the Deceased’s detailed drafting created the uncertainty.
3. Schemes for failed charities – Even when a charity ceases to exist, the Court may direct funds to organisations carrying on similar work, rather than letting the gift fail.
4. The importance of updating Wills – The Deceased’s Will was nearly 30 years old at her death. Regular review could have prevented costly litigation.
How can we help?
Kevin Modiri is a Partner in our expert Dispute Resolution team, specialising in civil disputes, insolvency, inheritance disputes, data breach claims and defamation claims.
If you have any questions concerning the subjects discussed in this article, please do not hesitate to contact Kevin or another member of the team in Derby, Leicester, or Nottingham on 0800 024 1976 or via our online enquiry form.
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