## Facts

- Frederick A. Scale executed a will in 2002; it was admitted to probate, and letters testamentary issued to the executor.
- The will devised 10% of the residuary estate to “The Audubon Society of New York State.”
- Two charitable organizations asserted entitlement to the gift: a New York corporation named Audubon Society of New York State, Inc. (doing business as Audubon International) and a national organization doing business in New York as Audubon New York.
- The executor commenced a Surrogate’s Court proceeding seeking construction of the residuary beneficiary designation.
- Surrogate’s Court found a latent ambiguity based on alleged public confusion among “Audubon” entities, admitted extrinsic evidence including the drafting attorney’s affidavit, and construed the gift as intended for the national organization.
- The state organization appealed.

## Issues

1. Whether the will’s designation “The Audubon Society of New York State” was ambiguous (patently or latently) so as to permit extrinsic evidence to identify a different charitable beneficiary.
2. Whether a drafting attorney’s affidavit and evidence of general public confusion may be used to vary an otherwise clear beneficiary designation in a will.

## Decision

- The Appellate Division reversed the Surrogate’s Court decree, on the law.
- The court held that the will’s beneficiary designation was unambiguous and uniquely identified the state organization.
- Because no ambiguity existed, extrinsic evidence (including the drafter’s affidavit and claims of public confusion) was inadmissible to alter the bequest.
- The gift was construed as a valid bequest to Audubon Society of New York State, Inc.

## Legal Principles

- The testator’s intent is determined primarily from the will’s language; the relevant inquiry is the decedent’s intent, not the drafter’s.
- Where a dispositive provision is clear and unambiguous, extrinsic evidence is inadmissible to vary the will’s terms.
- A latent ambiguity requires that apparently clear language reasonably applies to more than one person or entity; generalized confusion in the public or a drafter’s belief that the testator was mistaken does not create such an ambiguity.
- A drafting attorney’s post hoc opinion that the testator “really meant” a different beneficiary cannot substitute for the beneficiary identified by the will’s text.

## Conclusion

The appellate court held that the will’s reference to “The Audubon Society of New York State” plainly designated the existing New York charitable corporation with that name, and the Surrogate’s Court erred by using extrinsic evidence to redirect the bequest to a different organization.


Matter of Scale, 38 A.D.3d 983 (N.Y. App. Div. 3d Dep't 2007)