Bob's widow Alana survived him and has become the trustee and executor of his will. She has come to your legal firm to express concern about not fully understanding how to implement the provisions of the will (other than in respect of subparagraph 5.5). The trustee is also unsure as to the validity of some parts of the will. Moreover, she is concerned to more clearly identify what should be legitimately treated as part of the net estate of her deceased husband. To illustrate the trustee's uncertainties these questions were postulated by her:

1. Are any of the gifts made in the will invalid or otherwise deficient?

2. If so, which gifts are invalid or deficient?

3. What is the basis of invalidity or deficiency if any?

4. What, if anything, follows from the possibility of any invalidity or deficiency in respect of any particular gift?

5. Can the $350,000 donation to the Vocal Arts Foundation Pty Ltd be questioned or recalled in some way?

6. If so, is there any basis on which that money could be recovered from the foundation?

7. Apart from possible criminal proceedings against the management of the gallery, is there a basis on which the $348,000 received by the gallery for Bob's art collection might be recovered from the Liquidator?

8. Must she implement the gifts specified in sub-paragraphs 5.1 to 5.4 inclusive? If so, how should she go about it? If not, is it legitimate for her to claim the subject matter of those gifts, or some of them, for herself under sub-paragraph 5.5?

Robert Atkins ("Bob" ) was an effective businessman. In the several years before he died, he was able to enjoy the fruits of a productive and successful career. Some significant things happened in those last few years. The following is an outline of the circumstances and events that are relevant to Bob's affairs at the time at which we must review the issues raised in these assumed facts.

Outline of Assets

Bob had a large piece of development land at Weddel. He had applied for, and been given, approval for a subdivisional development of the land. There were to be 6 commercial sites and 22 residential sites. The anticipated value of the residential sites was an average of $250,000 each and the likely value of the commercial sites ranged between $600,000 and $1 million. The Weddel land venture was merely one of Bob's numerous involvements in real estate. By the time relevant to this review, he had a very significant portfolio of houses and apartments, 3 retail shops in suburban locations and 2 warehouses. All of these were occupied by paying tenants or, in some way or another, generating significant income. Bob also had accumulated a very significant portfolio of shares in public companies listed on the stock exchange. The market value of his shares varied from day to day with the ups and downs of the market. However, it would be safe to assume that in normal circumstances the portfolio would have sold for approximately $2 million. One element of the portfolio was a parcel of 5,000 shares in Woodside Petroleum Limited. Those particular shares were worth approximately $35 each. Bob had liquid assets, in the form of bank balances, amounting to almost $8 million. One of Bob's less significant assets was a collection of art. The value of those items was unknown but could be expected to be of something well above a basic 6 figure amount (he had paid more than $100,000 for it over a significant period of years). Bob had a residence which he personally occupied, with his wife and family, of a value of around $1,750,000. He also had the usual domestic assets such as motor vehicles, furniture and similar.

General Events

Subdivision -

The subdivisional project at Weddel was approved to be done in stages. At the time relevant to this review, the actual developmental work (road, drains, electricity reticulation and similar) was well advanced. Bob had finished 2 stages which completed 4 of the commercial sites and 12 of the residential sites. The completed sites were lawfully capable of being sold or assigned. None of these properties had actually been sold, contracted for sale Assignment LWZ211 S221 5 of 8 nor promised to any particular purchaser. Bob's policy was to hold his land until the market was at its peak.

Foundation Gift - About six months prior to the time of our review, Bob had donated $350,000 to the Vocal Arts Foundation Pty Ltd ("the foundation"). By its constitution, the foundation was established for the sole purpose of providing support to the arts. It solicited donations from philanthropically motivated donors and devoted that money to benefiting artistic activities and entities. Any donations given by supporters qualified the donors for a tax deduction because the foundation was accredited by the Australian Taxation Office in a way that made donations tax-deductible so long as the donation was voluntary and unconditional. When Bob made his donation, he did so under the cover of a letter in which he stated that he would prefer the foundation to use the money to assist the Palmerston Choir to purchase sheet music, repair instruments, underwrite the expenses of visiting conductors and meet the cost of venue and piano hire where relevant. Palmerston Choir was a voluntary association of choral enthusiasts. It had no written constitution. The organisation only kept very basic records. To the extent there was any mission statement or theme stated in those records, they suggested that the basic purpose and objective of Palmerston Choir was to provide an outlet for singers and musicians to meet together and enjoy the uplifting experience of group singing. Some of the choir sessions were conducted in private (with visitors welcome if interested) whilst other sessions were presented for public appreciation at the Palmerston Entertainment Centre on a fee for ticket basis. The proceeds of ticket sales were usually devoted to the sort of general purposes that Bob had in mind when he made his donation. Bob duly claimed and received a tax deduction for his $350,000 donation. Otherwise things did not go otherwise exactly how Bob had intended. The foundation did not pass the money on to the Palmerston Choir. It is conceivable (but there is no proof) that the foundation gave the money to some other beneficiary. The foundation did not keep separate accounts in respect of each particular donation, but rather kept all donations in the same general fund. At the time relevant to our review, the general fund amounted to $1,723,000 but that sum was quite insufficient to meet the financial obligations of the foundation. That was the reason why the foundation went into liquidation approximately 4 months after the tax deduction for Bob's donation was processed by the Australian Taxation Office. That deduction was assessed and credited before the liquidation was an issue. The reason for the liquidation was that the foundation was unable to pay its debts and otherwise meet its obligations. At the time of our review no investigation had taken place, nor was any proposed, which would give any reliable basis for speculating as to where the foundation's money had gone. It may have been defalcations but perhaps it was simply incompetence and bad management.

Art Collection -

Approximately 12 months prior to our review, Bob formulated a plan to sell his collection of art. To achieve that purpose, he Assignment LWZ211 S221 6 of 8 placed the collection with Gauguin Gallery Pty Ltd ("the gallery") for sale. His understanding with the gallery was that it would display the collection, for sale, at one of its impending major art fairs to be staged in Melbourne. The gallery told Bob that its general plan for the art fair was to display a substantial range of art from many other sources. Bob asked the gallery to feature his collection adjacent to its other stock in a way that made clear that it was a separate collection. Bob told the gallery that his motive for that request was that he considered the collection to be uniquely interconnected and therefore more valuable, if sold as a whole, than it would be if sold in parts. At the time of our review the gallery was in liquidation for reasons related to insolvency. A Liquidator's report, that was available to people with a relevant financial interest, made clear that the gallery had sold Bob's collection to a single purchaser for $348,000. That sum of money had been credited to its own account shortly after the relevant sale. However, the gallery had not accounted to Bob in any way. The liquidator's report indicated that assets of the gallery (principally its own bank account) were not adequate to satisfy the claims of financially aggrieved persons. Nonetheless the gallery did have funds totalling $972,000.

Death of Bob

Somewhat unexpectedly, Bob died of an aneurysm of the brain which manifested itself without any prior warning and with no opportunity to administer any relevant medical aid. Fortunately, Bob had made prudent arrangements about the possibility of such an eventuality. He had made an appropriate will the relevant content of which is as follows.

Bob's Will

LAST WILL AND TESTAMENT

1 THIS WILL is made by me Robert John Atkins of 18 Chung Wah Terrace PALMERSTON in the Northern Territory of Australia, business proprietor, as follows.

2 I HEREBY REVOKE all former wills and testamentary dispositions heretofore made by me AND DECLARE this to be my last will and testament.

3 CONDITIONAL UPON the contingencies expressed, I APPOINT the following successive persons to be my Executor: -

3.1 my wife Alana Florence Atkins if she shall survive me and if not, or if she shall renounce or resign, or die during, office;

3.2 Capricorn Nominees Ltd (ACN 102 207 903) a corporation that conducts the business of trusteeship throughout Australia including in the Northern Territory; Assignment LWZ211 S221 7 of 8 AND WHERE in this my will I use the expression "my trustee" that expression shall be taken to include such person or entity as by the operation of this my will is the executor thereof.

4 I DIRECT MY TRUSTEE to trace, demand and take any necessary legal proceedings to get in the whole of my tangible entitlements to and in respect of any matter of value whatsoever including (but not limited to) any existing identifiable real and personal property (including, without being limited to, any chose in action by force of which it may be possible to realize any tangible asset or benefit) and convert into money such sufficient part thereof (that does not then consist of money at the date of my death) as may be necessary to enable my trustee to pay all of my just debts, funeral and testamentary expenses, and any succession estate or other death duties which may become payable in respect of my estate, out of my estate (if possible in a manner which shall not require any adjustment or apportionment between any of the beneficiaries under this my will or any codicil hereto) and, subject to any specific bequest, legacy, devise or direction contained herein, to stand possessed of all remaining money, real and personal property that comprises my net estate on trust to be distributed in accordance with the following contents of this my will.

5. I GIVE DEVISE AND BEQUEATH all my real and personal property unto my trustee in trust to make the following dispositions:

5.1 The sum of One Hundred Thousand Dollars ($100,000) to my friend Camille Renfrew noting however that it is my expectation that she will share some of that fund with her son Michael;

5.2 To Capricorn Nominees Ltd, 1,000 shares in Woodside Petroleum Limited in trust for Camille's daughter Roxanne;

5.3 As to five (5) of the residential allotments in my Weddel development, in trust for such five (5) diligent, and humane, Charles Palmerston University Law School students as may be selected by my trustee according to that criteria (respectively 1 separate allotment each);

5.4 As to 5% of my net estate, in trust to be devoted to the search for reconciliation between the competing codes of civilization that now confront the Australian public. By that expression I am referring to the likely increasing social tension, and a possible overt conflict, between members of Australian society on the basis of, on the one hand, their adherence to principle of government by secular democracy and, on the other hand, those Australians who adhere to religious faiths which subscribe to the principle of theocratic government. My trustee may execute this trust through the agency of whatsoever entity or Assignment LWZ211 S221 8 of 8 entities as may be chosen, or established, by my trustee or, in the discretion of my trustee, by my trustee alone; and

5.5 As to the residue of my net estate, in trust for my said wife Alana Atkins;

[----end of relevant provisions of the will----]