Stanley Miller Thompson  

The Will of Stanley Miller Thompson 1880 - 1948       Dated 5 June 1948
(Note: Some Punctuation, Highlighting, and space added for clarity.)


This is the last Will of me, STANLEY MILLER THOMPSON, of Sockburn Hall, near Darlington, in the County of Durham, and of Palmerston House, Bishopgate, in the city of London, Shipowner, which I make this fifth day of June 1948, hereby revoking all other Wills and Testamentary dispositions by me, heretofore made.

  1. I appoint my wife Wilhelmine Vera Thompson,
    my friend the Right Honourable Thomas Sivewright, Baron Catto of Cairnoatto of Holmbury St. Mary, near Dorking, in the county of Surrey,
    my friend Horace Pratt Hamp, of 6 Alvanley Court, Finchley Road, Hampstead, in the county of Middlesex,
    and my friend William Arthur Shapland, of 51 Oakfield Court Crouch End, in the County of Middlesex,

    to be the Executors and Trustees of this my Will, and they, the survivors, and survivor of them, or other, the trustees, or trustee hereof, for the time being, are hereinafter, where the context so requires, or admits, included under the expression "my trustees".

  2. I bequeath to each of my said executors and trustees, except my said wife, if they shall respectively prove my will, and accept the trusteeship thereof, the sum of £200 for their trouble in so acting.

  3. I bequeath all my personal chattels as hereinafter defined to my said wife, but if she shall predecease me, then I bequeath the same to my daughter Annie Vera (generally known as "Nancy") Evans absolutely. The expression "personal chattels" in this clause shall mean "carriages, horses, stable furniture and effects (not used for business purposes), motor cars and accessories (not used for business purposes), garden effects, domestic animals, plate, plated articles, linen, china, glass, books, pictures, prints, furniture, jewelry, articles of household or personal use or ornament (including wearing apparel), also musical and scientific instruments and apparatus, wines, liquors, and consumable stores, but shall not include any chattels used at my death for business purposes, nor money or securities for money.

  4. I bequeath the following pecuniary legacies:

    1. To each of the following servants, namely Ralph Lynne (chauffeur), Albert Bywater (Keeper), and John Young (Estate Foreman), (who have been in my service, or that of my family for many years) if in my service at the date of my death, or retired therefrom with my consent, the sum of £200.

    2. To William Pybus of Measham, the sum of £50, if he shall be in my service at my death, and shall not then be under notice to leave, whether given or received.

    3. To each of all my other domestic servants both indoor and outdoor, who at the date of my death shall be in my service, and shall not then be under notice to leave, whether given or received, and who shall then have been in my service for one year immediately prior to my death, a sum equal to £5 for each year of service.

    Each of the legacies bequeathed in this clause, shall be in addition to any monies owing to the legatees respectively by me at my death.

  5. All the legacies given by this my will or any Codicil hereto shall be paid, delivered, or retained, free from all death duties, which whether presently, presumptively, or prospectively payable, shall be paid out of my residuary estate.

  6. I give, devise, and bequeath, all my real property wheresoever situate, and all the residue of my personal property whatsoever and wheresoever not hereby or by any Codicil hereto otherwise disposed of, including as well, real as personal property, over or in respect of which I may have any general power of appointment or disposition by will, unto my Trustees, Upon Trust, that they shall sell, call in, and convert into money, the same, or such part thereof, as does not consist of money, with the fullest power to postpone the sale, calling in, and conversion of, the whole, or any part or parts, of the same, including property of a terminable or wasting nature, for such a period as my Trustees may think proper, but so that no reversionary interest (including reversionary interests held as security for money) shall be sold until it falls into possession, unless my Trustees see special reason for sale, and with power for my Trustees pending the sale, of my real and leasehold property, to grant leases and tenancies thereof, and to accept surrenders from, and to make arrangements with tenants and others, and to execute repairs and improvements, with power also for my Trustees to retain in their original state of investment, any securities, or investments, of whatsoever nature, forming part of my estate, AND I DIRECT that all income of my estate, however invested, received after my death, and as well, during the first year, as afterwards, and whether or not any part thereof, shall have accrued during my lifetime, shall be treated and applied as income, and that no part thereof, is to be added to the capital, except accumulations of income (if any) during any minority, and that no reversionary or other property not actually producing income, shall be treated as producing income, for the purposes of this my will.

    [ Clause 7, is later revoked by Codicil.]

  7. Notwithstanding the trust for sale hereinbefore contained, I direct my trustees (other than the said Horace Pratt Hamp) as soon as conveniently may be after my death to give or cause to be given in writing to the said Horace Pratt Hamp, the option of purchasing 2000 of my Preferred Ordinary Shares, of and in the capital of Stanley and John Thompson Ltd. At a price to be determined by a valuation to be made jointly by my accountants Messers. Allan Charlesworth & Co., and by my Solicitors Messers. Edward & Childs, of the undertaking of the said Company at the date of my death, on the basis following, that is to say:

    1. The goodwill (if any) of the said Company is to be ignored.

    2. Any investments held by the said Company, in the stocks or shares of and in the capital of each and any of the following companies, namely Silver Line Ltd., Stanley & John Thompson (Management) Ltd., St. Helens Steamshipping Company. (1912) Ltd., and Thompson Graham & Co. Ltd., are to be valued at the middle prices for each stocks or shares quoted on the London Stock Exchange on the day of my death, or if there be no such quotations on that day, then at such prices quoted on the next succeeding business day, and included in the said valuation of the undertaking of Stanley & John Thompson Ltd. At the valuations so made or at par, whichever is the lower, but if any such stocks or shares, should not be quoted on the London Stock Exchange as aforesaid, then any such stocks or shares not so quoted are to be valued by the respective auditors for the time being of such of the said companies whose stocks or shares are not so quoted and included in the said valuation of the undertaking of Stanley & John Thompson Ltd., at the valuations so made, or at par, whichever is the lower, and

    3. all other assets and liabilities are to be included at actual or estimated values, PROVIDED ALWAYS that if at the date of my death, proceedings shall have been commenced or completed, for the voluntary winding up of Stanley & John Thompson Ltd., with a view to the distribution of its assets in specie to its shareholders, then I direct that my trustees (other than the said Horace Pratt Hemp) shall in lieu of the aforesaid option, give or cause to be given, in writing, to the said Horace Pratt Hamp, the option of purchasing such amounts of stock or numbers of shares, of and in, the capital of each of the aforesaid companies, namely Silver Line Ltd., Stanley & John Thompson (Management) Ltd., St. Helens Steamshipping Co. (1912) Ltd., and Thompson Graham & Co., as shall be receivable or received by me, or by my trustees, under the said voluntary winding up, in respect of 2000 of my said Preferred Ordinary Shares of and in the capitol of Stanley & John Thompson Ltd., and in such case the amounts of stock, or numbers of shares to be offered to the said Horace Pratt Hamp, shall be determined jointly by my said accountants, Messers. Allan Charlesworth & Co., and by my said solicitors Messers. Edward & Childs, and the price, or prices to be paid by the said Horace Pratt Hamp for such stocks or shares, shall be calculated in the manner hereinbefore provided in clause 7(a) hereof.

  8. The said Horace Pratt Hamp shall have one calendar month from the date of the giving of such option as is referred to in the proceeding paragraph hereof within which to give notice in writing to each of my other Trustees or to my said Solicitors, that he accepts the same whether in whole or in part but so that my Trustees (other than the said Horace Pratt Hamp) shall have power to extend the time so allowed to the said Horace Pratt Hamp, if they shall think it reasonable so to do.

  9. My Trustees (other than the said Horace Pratt Hamp) shall, without being responsible for any loss, have power to make with the said Horace Pratt Hamp, any arrangements that they may, in their absolute discretion, consider fair and reasonable for the payment, by him, of the purchase money for the said stocks or shares, and to leave the whole or any part thereof as a loan to him, with or without security repayable with or without interest and on completion of any such arrangements may transfer to him or as he may direct the whole or any part of the said stocks or shares, notwithstanding that the purchase money therefore has not been paid,, and I do declare that it is my desire that my Trustees shall give to the said Horace Pratt Hamp every accommodation and facility for the acquisition of the said stock or shares, but with due regard to the general interest of my estate.

  10. I direct that any legacy, or other duties that may be payable on my death by the said Horace Pratt Hamp, as a result of the exercise by him of whichever of the aforesaid options shall be applicable shall be paid as to one half by my Trustees out of my residuary estate, to the intent that the benefit conferred on the said Horace Pratt Hamp under such option shall be free of one half of all duties.

  11. If the liquidation of Stanley & John Thompson Ltd. And the distribution of it's assets as aforesaid shall have been completed prior to my death, I declare that the amounts of stocks or numbers of shares hereinbefore directed to be offered to the said Horace Pratt Hamp, shall not be reduced by reason of any sales effected by me during my lifetime of part of such stocks or shares except insofar as any such sales may have reduced at the date of my death my holdings of any of such stocks or shares below the amounts of stocks or number of shares received by me in respect of 2000 of my said Preferred Ordinary Shares of and in the capital of Stanley & John Thompson Ltd.

  12. In order to remove any doubts that may arise, I declare that it is my intention that my Trustees (other than the said Horace Pratt Hamp) shall offer the said stocks or shares as hereinbefore provided to the said Horace Pratt Hamp, as soon as conveniently may be after my death, whether or not my said wife shall have survived me and that the said Horace Pratt Hamp may purchase such stocks or shares notwithstanding that he may be acting as an Executor or Trustee of this my Will, but that the said option shall only be exercisable personally by the said Horace Pratt Hamp , so that if he should die before such option shall have been accepted, or exercised personally by him, then such option shall lapse.

  13. I declare that for the purposes of determining the value of the 2000 of my Preferred Ordinary Shares of and in the capital of Stanley & John Thompson Ltd. Or the amounts of stocks or numbers of shares of and in the capital of each of the following companies, namely Silverline Ltd., Stanley & John Thompson (Management) Ltd., St. Helens Steamshipping Co. (1912) Ltd., and Thompson Graham & Co. Ltd. To be offered to the said Horace Pratt Hamp, my said accountants and solicitors shall act jointly as experts and not as arbitrators, and their decision shall be final, but in the event of any differences arising between them, then my Trustees (other than the said Horace Pratt Hamp) shall have power to determine any matters so arising, as they in their absolute discretion, think fit, and if my said accountants and solicitors or either of them shall not be willing or able to act for the purposes aforesaid, then I direct that my Trustees shall have power to nominate such other accountants or solicitors, or both, to act in their place, or places.
  14. My Trustees shall, out of the moneys to arise from the sale, calling in, and conversion of, or forming part of my said real and personal property pay my funeral and testamentary expenses (including all estate duty leviable at my death, in respect of my residuary estate) and debts and the legacies given by this my will or any Codicil hereto, and all death duties and other moneys which under or by virtue of any direction or bequest free of duty contained in this my will or any codicil hereto are payable out of my general personal estate and in relation to such payments the rule of equity called the rule in Allhusen v. Whittell shall be disregarded.

  15. My Trustees shall, at their discretion, invest the residue of the said moneys in or upon any of the investments hereby authorised with power to vary or transpose such investments for or unto others of a nature hereby authorised.

  16. My trustees shall stand possessed of the residue of the said moneys and the investments for the time being representing the same and of such part of my estate as shall, for the time being, remain unsold, and unconverted (all of which premises are hereinafter referred to as "my Residuary Estate") upon the trusts following (that is to say):

  17. My Trustees shall pay the income of my Residuary Estate to my said wife during her life.

  18. After the death of my said wife, my Trustees shall divide my Residuary Estate into two funds, hereinafter respectively referred to as "my Daughter's Fund" and "my Grandchildren's Fund", so that my Daughter's Fund shall be equal in value to one half of the aggregate of the value of my residuary estate, at the time of such division,

    and the value at the date of my death of the trust fund accumulated under a certain deed of Settlement, dated the 6th day of May 1942, and made between myself, of the one part, and myself, the said Horace Pratt Hamp, John Wyllie Thompson (since deceased), Godfrey Theaker, Ivor Bernall Williams, John Kemble Clarkson and Horace Major Sullivan, of the other part, in favor of my Grandchildren, Rosemary and Owen Evans,

    and my Grandchildren's Fund, shall be equal in value to that part of my Residuary Estate, which is left, after deducting, or setting aside my daughter's Fund Provided Always that if the said value of the said trust fund shall be equal to, or exceed the value of the whole of my Residuary Estate, then the whole of my Residuary Estate shall constitute my Daughter's Fund, and the trusts hereinafter declared concerning my Grandchildren's Fund, shall in that case not take effect.

  19. My Trustees shall pay the income from my Daughter's Fund to my said daughter, Annie Vera Evans, during her life, and after her death, my Trustees shall stand possessed of the capital and future income of my Daughter's Fund In Trust, for all or any the children, or said child of my said daughter, who attain the age of 21 years or marry, if more than one, in equal shares, Provided Always that if there shall be no such child of my said daughter attaining a vested interest in my Daughter's Fund, then subject to the trusts and powers hereinbefore declared and contained, and to the powers by law vested in my Trustees, and to every or any exercise of such powers, my Trustees shall hold my Daughter's Fund and the income thereof In Trust, for such of the children of my brother Norman as shall be living at the time of the failure, or determination of the price trusts hereinbefore contained, in equal shares per capita.

  20. My Trustees shall stand possessed of the capital and future income of my Grandchildren's Fund, In Trust for all or any the children or child of my said Daughter who shall be living at the death of the survivor of myself, and my said wife, or born at any time afterwards before any one of such children for the time being in existence attains a vested interest and who attains the age of 21 years or marry, if more than one in equal shares, Provided Always that if there shall be no such child of my said daughter attaining a vested interest in my Grandchildren's Fund then subject to the trusts and powers hereinbefore declared and contained and to the powers by law vested in my Trustees and to every or any exercise of such powers my Trustees shall hold my Grandchildren's Fund and the income thereof Upon the trusts and subject to the powers and provisions herein declared and contained concerning my Daughter's Fund.

  21. The value at the date of my death, of the share or shares (if any) of the property subject to the trusts of the said Deed of Settlement dated the 6th day of May 1942, to which either of my said two grandchildren, Rosemary and Owen Evans shall become entitled, shall after deducting all duties (if any) payable on my death in respect of such share or shares, be brought into account in the way of hotchpot, as against the said Rosemary and Owen Evans, or either of them in the division of my Grandchildren's Fund, in the same manner as if the same formed part of my Grandchildren's Fund, and if and in so far as the said values of such share or shares of the said Rosemary and Owen Evans, or either of them, shall exceed the value of the share or shares of any other grandchild or grandchildren of mine in my Grandchildren's Fund, then any such excess shall be brought into account in the way of hotchpot as against the said Rosemary and Owen Evans, or either of them, in the division of My Daughter's Fund, in the same manner as if such excess formed part of my Daughter's Fund, Provided Always that if there shall be any grandchild or grandchildren of mine not entitled to share in the division of my Grandchildren's Fund, then the share or shares in my Grandchildren's Fund to which any grandchild or grandchildren of mine shall become entitled (including therein the value at the date of my death subject as aforesaid of the share or shares of the said Rosemary and Owen Evans or either of them in the said property subject to the trusts of the said Deed of Settlement dated the 6th day of May 1942) shall be brought into account in the way of hotchpot as against any grandchild or grandchildren in the division of my Daughter's fund in the same manner as if the same formed part of my Daughter's Fund to the intent that in the division of my estate and the said property subject to the trusts of the said Deed of Settlement all my grandchildren shall share equally.

  22. Trust Moneys may at such discretion as aforesaid be invested in the purchase of, or at interest upon the security of such stocks, funds, shares, securities, or other investments whatsoever nature and wheresoever , and whether involving liability or not, or upon such personal credit, with or without security as my Trustees shall in their absolute discretion think fit to the intent that my Trustees shall have the same full and unrestrictive powers of investing and transposing investments in all respects as if they were absolutely entitled thereto beneficially.

  23. My Trustees may, in extension of the power of appropriation conferred on personal representatives by S.41 of the Administration of Estates Act 1925, at any time or times, at their sole and absolute discretion appropriate any part of my residuary estate or my Daughter's Fund, or my Grandchildren's Fund, as the case may be, in its then actual condition or state of investment in or towards satisfaction of any legacy or any share in my Residuary Estate, or in my Daughter's Fund, or in my Grandchildren's Fund, whether or not the same be settled.

  24. I hereby direct and declare as follows:

    1. Notwithstanding the wide powers conferred on my Trustees in the administration Trusts hereinbefore contained, and without in any way limiting or affecting the generality of such powers, my Trustees shall in regard to all or any of my shares in Stanley & John Thompson Ltd., or Joseph L. Thompson & Sons Ltd., or Silver Line Ltd., or St. Helens Steamshipping Co. (1912) Ltd., or Thompson Graham & Co. Ltd., or Stanley & John Thompson (Management) Ltd., have the fullest powers and discretions to carry out any arrangements in writing made by me with others in regard thereto whether such arrangements are legally binding on me or not and also to retain and deal with the said shares for such time and at such time or times and in such manner as they think fit.

    2. Without imposing any legal duty or obligation on my Trustees, it is my wish that they shall take such action and all such steps as may be necessary and possible to ensure that on my death my friend Horace Pratt Hamp be placed and shall remain in the position of a permanent Director, and that of Senior Director of Stanley & John Thompson Limited, and Stanley & John Thompson (Management) Ltd., and St. Helens Steamshipping Co. (1912) Ltd., and Thompson Graham & Co. Ltd., for so long as he shall desire so to act, it being my wish that he will so act as long as he possibly can.

    3. Neither the said Horace Pratt Hamp, nor any other Trustee of this my Will, who may be a director of or interested in any Company in which I am, or my Estate is interested or being a member of a firm which is employed or engaged in connection with my estate shall thereby be prevented from exercising all or any of the powers, authorities, and discretions vested in a Trustee of my Will, or be accountable to my Estate for, or in respect of, any profit or advantage which he may derive from any such directorship or interest, and any Trustee of this my Will, being a person engaged in any profession or business may be so employed and act, and shall be entitled to charge and be paid for all professional or other charges, for any business done by him or his firm in connection with the trusts hereof including acts which a Trustee could have done personally.

  25. The Trustees of this my Will shall never be less than three in number, and any vacancy in the trusteeship hereof shall be filled up as soon as conveniently may be, but nevertheless the Trustees hereof for the time being shall, during any vacancy have the same powers, authorities, and discretions, and may act in all respects as if there were three or more Trustees hereof.

    1. Any of the powers and authorities hereby given to or vested in my Trustees may at any time be exercised by a majority of my Trustees without the concurrence or with merely the formal concurrence of any Trustee, who by reason of illness, infirmity, or temporary absence abroad, may be unable or unable without inconvenience to take an active part therein, and such a trustee may in order to facilitate business by power of attorney or otherwise empower any of the other trustees to use his or her name for execution or signature of documents for any of the purposes of this my Will, without being responsible for loss and all acts and proceedings of the majority of my trustees shall in such case be as valid effectual as if they had all concurred therein.

    2. Any trustee who shall dissent from any exercise of any such powers or authorities shall nevertheless concur in executing or signing any document, or doing any act necessary for giving effect to the exercise of any of such powers or authorities by the majority of my Trustees without being responsible for loss.

    3. Any trustee who, or whose wife, husband, or issue, may be interested pecuniarily or otherwise in the result of any exercise in a discretion vested in my Trustees may, if he or she so thinks fit, leave the real exercise of such discretion to his or her co-trustees or co-trustee, for the time being , concurring therein merely as a formal party.

  27. The power of appointing a new Trustee or new Trustees of this my Will, shall be vested in my said wife during her life, and after her death, in my said daughter during her life.

  28. I request my Trustees to employ Messers, Allan Charlesworth & Co. as Accountants, and Messers. Edward & Childs, as Solicitors, in or about the administration of my Estate and the execution of the Trusts of my Will without limiting affecting their right to employ others if they so desire.

  29. I desire that my remains be cremated.


IN WITNESS whereof I have hereunto set my hand the day and year first above written.

Stanley M. Thompson

Signed by the said Stanley Miller Thompson, as and for his last Will, in the presence of us, both present at the same time, who at his request, in his presence, and in the presence of each other, have hereunto set our hands as witnesses:
W. B Green, Home farm, Sockburn, Darlington, farmer.
M. Soulsby, Home farm, Sockburn, Darlington, Land Worker.
 

I STANLEY MILLER THOMPSON of Sockburn Hall, near Darlington, in the County of Durham, and of Palmerston House, Bishopgate, in the City of London, Shipowner, DECLARE this to be a Codicil to my last Will which bears date the fifth day of June, one thousand nine hundred and forty eight.

WHEREAS by my said Will I have given and bequeathed to HORACE PRATT HAMP of 6 Alvanley Court, Finchley Road, Hampstead, in the County of London, an option of purchasing Two thousand of my Preferred Ordinary Shares of and in the Capital of Stanley & John Thompson Limited (or such other shares as might be received, or receivable by me or by the Trustees of my said Will, under the liquidation of Stanley & John Thompson Limited in respect of Two thousand of my said Preferred Ordinary Shares therein upon the terms and conditions in my said Will (and in particular under Clause 7 thereof) contained.

NOW I HEREBY REVOKE the said gift and bequest of the said option, and all and singular, the provisions of my said Will (and of Clause 7 thereof) thereto relating.

AND in all other respects, I confirm my said Will.

IN WITNESS whereof I have hereunto set my hand this 28th day of July, one thousand nine hundred and forty eight.

Stanley M. Thompson

 Signed by the said Stanley Miller Thompson, as and for his last Will, in the presence of us, both present at the same time, who at his request, in his presence, and in the presence of each other, have hereunto set our hands as witnesses:

W. B Green

 M. Soulsby

On the 15th day of June 1949 Probate of this will was granted to Wilhelmine Vera Thompson of Sockburn Hall aforesaid Widow, the Relict of deceased,
Horace Pratt Hamp of 6 Alvanley Court, Finchley Road, Hampstead, Middlesex, Company Director,
and William Arthur Shapland, 17 St. Helens Place, in the City of London, Chartered Accountant,
three of the executors named in the said will - power reserved to the other Executor.

 Stanley Miller Thompson of Sockburn Hall, Neasham, near Darlington, in the County of Durham
Died on 6 October 1948.

£141,850 17s 6d