The High Court has ruled that 8,937 Kerry Group plc shares held by the late John T. Cronin form part of his estate’s residue, rather than passing to his nephew under a specific bequest of Kerry Co-Operative shares.
The decision resolves questions brought by the will’s executor in a special summons issued in 2018. Mr Justice Nuala Butler delivered the judgment on 26 February 2021. The shares were valued at €1,059,140 by the time of the hearing.
Cronin’s 1990 will gave his dwelling house, farm, farm assets and “Kerry Co-Operative shares” to his nephew, Thomas O’Connell. The residue was left in equal shares to 11 siblings. Seven had died before Cronin, and the will did not specify how their shares should pass, resulting in a partial intestacy affecting seven-elevenths of the residue. Breda (Bridie) Murphy, a sister, represented her own interests and those of the residuary beneficiaries and people entitled under the partial intestacy.
Cronin’s Co-Operative shares were progressively cancelled and exchanged for Kerry Group plc shares between 1993 and 2013. The exchanges were effectively mandatory for individual members, though members voted on rule changes that enabled them. At his death in 2013, Cronin held 390 Co-Operative shares and 8,937 Kerry Group shares.
O’Connell argued that the Group shares replaced the Co-Operative shares and reflected his uncle’s intention to leave him “all the shares”. He also relied on tax legislation and evidence about Cronin’s conversations and understanding of the two companies. Murphy’s position was that the will’s wording covered only Co-Operative shares held at death, with the Group shares passing under the residuary gift.
The judge said the evidence did not establish, on the balance of probabilities, that Cronin intended to leave the Group shares to O’Connell. She accepted O’Connell’s evidence as honestly held but found his uncle’s general comments about inheriting the farm and shares were not compelling evidence about an asset he did not own when he made the will. The court reserved its position on whether such evidence could be admitted under section 90 of the Succession Act 1965, as it was unnecessary to decide that point.
The court also rejected the argument that the exchanges made the Group shares substantially the same property as the Co-Operative shares. The companies remained legally distinct and the change was one of substance, not merely form or name. Section 701 of the Taxes Consolidation Act 1997 applied for tax purposes and did not deem the Group shares to be Co-Operative shares for interpreting the will.
The court answered both questions in the special summons: the bequest to O’Connell did not include the Kerry Group plc shares, which form part of the estate residue. The judgment did not determine the later distribution of that residue.