Tutty v Revenue and Customs: FTTTx 31 Dec 2018

Stamp Duty : Land Tax – discovery assessment – avoidance scheme – whether assessment invalid because not served on appellant until after time limit – whether discovery stale – whether discovery met conditions in paragraphs 28 and 30 Schedule 10 FA 2003 – appeal dismissed.

[2019] UKFTT 3 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 19 November 2021; Ref: scu.632484

Project Blue Ltd v Revenue and Customs: CA 26 May 2016

The company had purchased the site of the former Chelsea barracks. It was in turn owned by the Qatari sovereign wealth fund, which financed the purchase by a Sharia compliant loan scheme, which was implemented creating a lease and buy back arrangement. The company now appealed against a finding that it was liable to stamp duty on the full purchase value.
Held: The taxpayer’s appeal succeeded: ‘the only disposals and acquisitions of chargeable interests were the transfer of the freehold of the site to MAR and the grant of the lease to PBL. As explained earlier, the transfer to PBL from the MoD is disregarded. Since MAR acquired a chargeable interest from the MoD by virtue of the operation of s.45(3) and (on the basis that s.71A applies to exempt the purchase) the s.75A(1)(c) condition is satisfied even taking into account the subsequent lease to PBL as a scheme transaction, then I can see nothing in s.75A which excludes the application of s.75A(5) to the acquisition of the freehold at a price of andpound;1.25bn. The lease to PBL is therefore disregarded under s.75A(4).’

Patten, Lewison, Underhill LJJ
[2016] EWCA Civ 485, [2016] BTC 22, [2016] STC 2168, [2017] 2 All ER 549, [2018] 1 WLR 368, [2016] STI 1795
Bailii
Finance Act 2003 42(1) 43 48 75
England and Wales
Citing:
CitedHM Revenue and Customs v DV3 RS Ltd Partnership CA 25-Jul-2013
The company appealed against a finding that its stamp duty land tax saving scheme was ineffective. The court was now asked whether a sale on by a company to a newly formed partnership comprising itself and four other partners of a lease which the . .
At FTTTxProject Blue Ltd v Revenue and Customs FTTTx 5-Jul-2013
FTTTx STAMP DUTY LAND TAX – sale of property with subsequent Shari’a – compliant sub-sale and lease-back – no SDLT paid pursuant to sections 45(3) and 71A Finance Act 2003- application of section 75A Finance Act . .
At UTTCProject Blue Ltd v Revenue and Customs UTTC 18-Dec-2014
Stamp Duty Land Tax – Sale and sub-sale of large development site – Application of Finance Act 2003, section 45(3), in the form current in 2007 and 2008 – Sub-sale to financial institution – Interpretation and application of Finance Act 2003, . .

Cited by:
Appeal From (CA)Project Blue Ltd v Revenue and Customs SC 13-Jun-2018
The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 12 November 2021; Ref: scu.564720

Oughtred v Inland Revenue Commissioners: HL 4 Nov 1959

The taxpayer and her son owned through a trust the entire beneficial interest in the shares of a company. She agreed to transfer other shares to him in return for his interest in the shares subject to the trust, releasing the trust. The Revenue contended that there must be a deed giving effect to the transaction releasing the interest in the trust shares, and that it was subject to ad valorem stamp duty.
Held: Stamp duty was payable on documents only. Neverheless the transfer gave effect to a transfer within section 54 of the 1891 Act and was liable to ad valorem duty despite the low nominal consideration expressed in it.
Lord Radcliffe (dissenting) said that the existence of a document could not be inferred only from section 53 of the 1925 Act: ‘The duty is charged upon instruments, if they exist and come within any of the categories prescribed by the Act. It is not charged upon transactions.
Thus property such as chattels which by law pass on delivery can be transferred from one owner to another without attracting duty. Again, though an agreement for sale may be chargeable ad valorem, since the Act has so required, an oral agreement for the sale of property involves no charge to duty because no instrument is brought into existence to effect or to record it. The whole point of the present appeal seems to me to turn on the question whether it is open to a Court of Law to deduce from the documents of this case that Mrs. Oughtred’s title to her son’s equitable reversionary interest rested upon anything more than the oral agreement which admittedly took place.’
Lord Jenkins said: ‘I am unable to accept the conclusion that the disputed Transfer was prevented from being a transfer of the shares to the Appellant on sale because the entire beneficial interest in the settled shares was already vested in the Appellant under the constructive trust, and there was accordingly nothing left for the disputed Transfer to pass to the Appellant except the bare legal estate. The constructive trust in favour of a purchaser which arises on the conclusion of a contract for sale is founded upon the purchaser’s right to enforce the contract in proceedings for specific performance. In other words, he is treated in equity as entitled by virtue of the contract to the property which the vendor is bound under the contract to convey to him. This interest under the contract is no doubt a proprietary interest of a sort, which arises, so to speak, in anticipation of the execution of the Transfer for which the purchaser is entitled to call. But its existence has never (so far as I know) been held to prevent a subsequent transfer, in performance of the contract, of the property contracted to be sold from constituting for stamp duly purposes a transfer on sale of the property in question.’

Lord Radcliffe, Lord Cohen, Lord Keith of Avonholm, Lord Denning, Lord Jenkins
[1959] UKHL 3, [1960] AC 206
Bailii
Law of Property Act 1925 53(1), Stamp Act 1891 54
England and Wales
Citing:
CitedAttorney General v Brown 1849
. .
CitedCommissioners for Inland Revenue v Angus CA 14-Jun-1881
The court was asked whether an agreement for sale of property in the shape of goodwill amounted to a conveyance of the property for stamp duty purposes under section 70 of the 1870 Act.
Held: It did not.
Lord Evershed MR said: ‘The first . .

Cited by:
CitedRobin Alexis Justin Keston, Helen Janet Keston v Commissioners of Inland Revenue ChD 27-Jan-2004
The claimants sought to reduce liability for stamp duty by arranging an intermediate sale to a company followed by a scheme of regular payments.
Held: The scheme was not effective to save stamp duty. The combined effect of the sections was to . .
CitedVandervell v Inland Revenue Commissioners HL 24-Nov-1966
The taxpayer made a gift of shares to a trust set up to fund a medical professorship. The shares were in a private company, and an option was given for their repurchase once a certain level of dividends had been attributed to them. He was assessed . .
CitedScott v Southern Pacific Mortgages Ltd and Others SC 22-Oct-2014
The appellant challenged a sale and rent back transaction. He said that the proposed purchaser had misrepresented the transaction to them. The Court was asked s whether the home owners had interests whose priority was protected by virtue of section . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty, Contract

Leading Case

Updated: 12 November 2021; Ref: scu.248536

DV3 RS Ltd Partnership v Revenue and Customs: FTTTx 24 Feb 2011

FTTTx SDLT – subsale – acquisition by partnership – effect of section 45 and 44 on para 10 Sch 15 FA 2003

[2011] UKFTT 138 (TC)
Bailii
England and Wales
Cited by:
CitedProject Blue Ltd v Revenue and Customs SC 13-Jun-2018
The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 11 November 2021; Ref: scu.442858

Hannah and Another v Revenue and Customs: UTTC 2 Feb 2021

Effective Date of Transfer

SDLT – contract and conveyance – effective date of land transaction – contract provided for purchaser to grant an annuity – annuity held on trust for purchaser pending completion of contract – was contract substantially performed before completion? – annuity redeemed between contract and completion – what was consideration for the conveyance? – application of anti-avoidance provisions – discovery assessment – was discovery assessment ‘stale’? – could HMRC have been reasonably expected to have been aware of insufficiency of tax? – penalty notice – was the inaccuracy in the return deliberate? – Finance Act 2003, ss 44, 52, 75A, sch 4 para 1, sch 10 para 30, Finance Act 2007, sch 24 paras 1, 3

[2021] UKUT 22 (TCC)
Bailii
England and Wales

Stamp Duty

Updated: 10 November 2021; Ref: scu.658109

The Pollen Estate Trustees Ltd Kings College London v HM Revenue and Customs: UTTC 3 Aug 2012

UTTC STAMP DUTY LAND TAX – Charities and Minister of the Crown relief – whether reliefs apply to interest in land acquired by a charity or Minister of the Crown as a tenant in common pursuant to a purchase made through a bare trustee on behalf of the charity or Minister and other non-charitable or Crown joint owners – No FA2003 sections 42 to 44,48 ,49,55, 75A, 76,77,85,103,107,117 and Schedules 8 and 16.

Warren J
[2012] UKUT 277 (TCC)
Bailii
Finance Act 2003
England and Wales
Cited by:
Appeal fromThe Pollen Estate Trustee Company Ltd and Another v HM Revenue and Customs CA 26-Jun-2013
The court was asked ‘If a charity acquires property in furtherance of its charitable purposes, or as an investment, it is entitled to relief against liability to pay stamp duty land tax (SDLT) on the purchase price.’
Held: The modern approach . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty, Charity

Leading Case

Updated: 10 November 2021; Ref: scu.466691

Waterside Escapes Ltd v Revenue and Customs: FTTTx 13 Oct 2020

Qualifying Property Rental – Stamp Duty Relief

SDLT – higher threshold interest 15% rate – relief for a qualifying property rental business – intention that a non-qualifying individual be permitted to occupy a dwelling on the land (paragraph 5(2), Schedule 4A, FA 2003) – whether a non-qualifying individual was permitted to occupy the dwelling during the control period (paragraphs 5G(2) and 5G(3)(c), Schedule 4A, FA 2003) – meaning of ‘occupation’ – Abbey National v Cann considered – representative occupation for legitimate business purposes – purchase from a connected LLP – sum of the lower proportions calculation (paragraphs 18 and 20, Schedule 15, FA 2003) – identity of the relevant owners – ‘control’ (s.1122 CTA 2010) – attribution of control to associates (s.451(5)(b) CTA 2010) – R v CIR ex p Newfields Developments Limited and Gascoines Group Ltd v HMRC considered – appeal dismissed

Austen HHJ
[2020] UKFTT 404 (TC)
Bailii
Finance Act 2003
England and Wales
Citing:
CitedAbbey National Building Society v Cann HL 29-Mar-1990
Registered land was bought with an advance from the plaintiff. The transfer and charge were registered one month later, but in the meantime, the buyer’s parents moved in. When the buyer defaulted, his mother resisted possession proceedings, saying . .
CitedPrincipal and Fellows of Newnham College In the University of Cambridge v Revenue and Customs HL 16-Apr-2008
A new library had been built for the college. A company owned by the college took a lease of it from the college, and reclaimed the input tax paid on construction. The company managed the library.
Held: The Revenue’s appeal failed. The . .
CitedHenkes v Revenue and Customs (Procedure – Application for Final and Partial Closure Notices) FTTTx 20-Mar-2020
PROCEDURE – application for final and partial closure notices – appeal against an information notice – whether the First-tier Tribunal has the jurisdiction to determine (and, if so, should determine) the Appellant’s domicile as a preliminary issue . .
CitedRegina v Inland Revenue Commissioners, ex parte Newfields Developments Ltd HL 21-Jun-2001
Tax relief for smaller companies was to be reduced where a person controlling the company was associated with other companies. The taxpayer was found to be in control of two companies by virtue of her associations with two trusts with control of two . .
CitedGascoines Group Limited, Newark Cattle Market Company Limited, Saracens Securities Limited v HM Inspector of Taxes ChD 30-Mar-2004
Small companies relief – associated companies
Lightman J said: ‘As is apparent from its terms associated companies are defined in section 13(4) of the 1988 Act as companies of which one company controls or is controlled by another or which are . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 10 November 2021; Ref: scu.655357

MAS Fabrics Hong Kong Ltd v Revenue and Customs: FTTTx 20 Apr 2021

Property Bought By International Company)

Stamp Duty Land Tax – property bought by international company – solicitor calculated tax at 7% rate – HMRC opened enquiry – property occupied by non-qualifying individuals- solicitors eventually accepted 15% rate was correct – HMRC raised penalty for carelessness – solicitor’s instructions not produced – unsatisfactory evidence of company being asked/checked about who would occupy property – appeal against penalty dismissed.

[2021] UKFTT 116 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 09 November 2021; Ref: scu.663690

Project Blue Ltd v Revenue and Customs: FTTTx 5 Jul 2013

FTTTx STAMP DUTY LAND TAX – sale of property with subsequent Shari’a – compliant sub-sale and lease-back – no SDLT paid pursuant to sections 45(3) and 71A Finance Act 2003- application of section 75A Finance Act 2003- anti-avoidance provision – approach to interpretation of section 75A – identification of ‘V’ and ‘P’ within section 75A(1) Finance Act 2003-‘scheme transactions’- meaning of ‘involved in connection with’- calculation of SDLT under section 75A(5)- whether indirect discrimination contrary to Article 14 of the European Convention on Human Rights -HMRC arguing that tax undercharged in amendment by closure notice to SDLT return: onus of proof – paragraph 42 Schedule 10 Finance Act 2003 – whether correct return amended- appeal dismissed- SDLT undercharged in amendment to return

Guy Brannan J
[2013] UKFTT 378 (TC)
Bailii
England and Wales
Cited by:
At FTTTxProject Blue Ltd v Revenue and Customs UTTC 18-Dec-2014
Stamp Duty Land Tax – Sale and sub-sale of large development site – Application of Finance Act 2003, section 45(3), in the form current in 2007 and 2008 – Sub-sale to financial institution – Interpretation and application of Finance Act 2003, . .
At FTTTxProject Blue Ltd v Revenue and Customs CA 26-May-2016
The company had purchased the site of the former Chelsea barracks. It was in turn owned by the Qatari sovereign wealth fund, which financed the purchase by a Sharia compliant loan scheme, which was implemented creating a lease and buy back . .
At FTTTxProject Blue Ltd v Revenue and Customs SC 13-Jun-2018
The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 02 November 2021; Ref: scu.513514

Salvesen’s Trustees v Inland Revenue Commissioners: SCS 1930

The court considered the valuation of shares in a notional purchase. The company’s articles of association contained a provision that the company might at any time, by extraordinary resolution, resolve that any shareholder, other than a director or a person holding more than 10 per cent of the shares of the company do transfer his shares, and, to put it shortly, that upon such a transfer the vendor would only be entitled to their nominal value if fully paid.
Held: The court fixed the value of the fully paid andpound;1 shares for the purposes of duty at andpound;3. The court had to postulate a willing purchaser and a willing seller meeting in a free agreement; the willing seller being armed with the information which any holder of the shares would be untitled to demand of his directors and the willing purchaser with that which could have been reasonably ascertained by him as at the date of death.
Lord Fleming said: ‘The Act of Parliament requires, however, that the assumed sale, which is to guide the Commissioners in estimating the value, is to take place in the open market. Under these circumstances I think that there is no escape from the conclusion that any restrictions which prevent the shares being sold in an open market must be disregarded so far as the assumed sale under section 7(5) of the Act of 1894 is concerned. But, on the other hand, the terms of that subsection do not require or authorise the Commissioners to disregard such restrictions in considering the nature and value of the subject which the hypothetical buyer acquires at the assumed sale. Though he is deemed to buy in an open and unrestricted market, he buys a share which, after it is transferred to him, is subject to all the conditions in the articles of association, including the restrictions on the right of transfer, and this circumstance may affect the price which he would be willing to offer.’

Lord Fleming
1930 SLT 387
Finance Act 1894 7(5)
Scotland
Cited by:
CitedGrays Timber Products Ltd v Revenue and Customs SC 3-Feb-2010
An assessment to income tax had been raised after the employee resold shares in the company issued through the employees’ share scheme at a price which the Revenue said was above the share value. The company appealed against a finding that tax was . .
CitedWatkins and Another v Revenue and Customs FTTTx 17-Nov-2011
FTTTx Inheritance tax – discounted gift trust – valuation of retained interest to income stream – s160 IHTA 1984 – burden of proof – adequacy of comparables – appeal dismissed . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty, Company

Leading Case

Updated: 02 November 2021; Ref: scu.396597

Manor House Surgery (Glossop and Hadfield) v Revenue and Customs: FTTTx 11 Apr 2011

Flat rate penalty – return of land transactions – computer system error: ‘ the flat-rate penalty for the late filing of the SDLT1 of andpound;100 for each transaction was correctly imposed and that there was no reasonable excuse for the late filing. There was no exceptional event beyond the Appellants’ control which prevented the SDLT1 from being delivered by the . . latest date by which the return could be filed without incurring a late filing penalty.’

[2011] UKFTT 236 (TC)
Bailii
Finance Act 2003 76
England and Wales

Stamp Duty

Updated: 02 November 2021; Ref: scu.442992

The Pollen Estate Trustee Company Ltd and Another v HM Revenue and Customs: CA 26 Jun 2013

The court was asked ‘If a charity acquires property in furtherance of its charitable purposes, or as an investment, it is entitled to relief against liability to pay stamp duty land tax (SDLT) on the purchase price.’
Held: The modern approach to statutory construction is to have regard to the purpose of a particular provision and interpret its language, so far as possible, in a way which best gives effect to that purpose. Where a charity contributed to the purchase of a property, to be held on trust for it and other, non-charitable, contributors in proportion to their contributions, the ‘chargeable interest acquired’ by reference to which stamp duty land tax was to be levied was the equitable estate collectively acquired by the beneficiaries under the trust. However, paragraph 1(1) of Schedule 8 to the 2003 Act was exempted the land transaction from charge to the extent of the charity’s interest.

Laws, McFarlane, Lewison LJJ
[2013] EWCA Civ 753, [2013] 1 WLR 3785, [2013] STC 1479, [2013] 3 All ER 742, [2013] WLR(D) 255, [2013] BTC 606, [2013] 27 EG 91, [2013] WTLR 1593, [2013] STI 2298
Bailii, WLRD
Finance Act 2003 42(1)
England and Wales
Citing:
Appeal fromThe Pollen Estate Trustees Ltd Kings College London v HM Revenue and Customs UTTC 3-Aug-2012
UTTC STAMP DUTY LAND TAX – Charities and Minister of the Crown relief – whether reliefs apply to interest in land acquired by a charity or Minister of the Crown as a tenant in common pursuant to a purchase made . .

Cited by:
CitedBogdanic v The Secretary of State for The Home Department QBD 29-Aug-2014
The claimant challenged fines imposed on him after three illegal immigrants were found to have hidden in his lorry in the immigration control zone at Dunkirk. The 1999 At was to have been amended by the 2002 Act, and the implementation was by the . .

Lists of cited by and citing cases may be incomplete.

Charity, Stamp Duty, Constitutional

Leading Case

Updated: 02 November 2021; Ref: scu.511088

Henderson Investment Funds Ltd v Revenue and Customs: FTTTx 16 Oct 2015

FTTTx Stamp Duty : Exemptions and Reliefs – STAMP DUTY RESERVE TAX – interpretation of para 7 of Part II of Schedule 19 of the Finance Act 1999 – that there is no charge on the surrender of a unit if the unit holder receives only such part of each description of asset in the trust as is proportionate to, or as nearly as practicable proportionate to, the unit holder’s share – whether this applied to the extent that the surrender was proportionate – whether recourse to Hansard permitted as an aid to interpretation. Appeal dismissed

[2015] UKFTT 505 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 01 November 2021; Ref: scu.556157

Prudential Assurance Co Ltd v Inland Revenue Commissioners: ChD 2002

The taxpayer company had entered into two contracts on the same day. The contracts involved a taxpayer buying a freehold property from developers coupled with a separate development agreement under which the developers would complete construction work already started on the freehold property. HMRC assessed the taxpayer company to stamp duty by reference to the total amount of consideration payable for the sale of land and all the building works.
Held: The transaction entered into by the taxpayer could not be characterised as a sale of land with finished buildings thereon. That was not the legal shape of the transaction. The sale agreement was completed independently of the development agreement. Stamp duty was payable on the consideration for the sale agreement alone.
Sir Donald Nicholls V-C considered how to interpret the documents to see their taxation effect: ‘I must therefore identify what was the subject matter of the sale. In so doing I must have regard to the commercial substance of the transaction. I must also have regard to the shape, or form, which the parties have chosen for their transaction. A given commercial result can often be reached by more than one route. If the parties have genuinely chosen one route, with the legal incidents and consequences attendant on that route, rather than a different route having different legal incidents and consequences, for better or worse stamp duty will be assessable accordingly.
In the present case the sale agreement and the development agreement and indeed, the transfer were all part of one transaction in the sense that together they comprised a single package or bargain. They were all executed on the same day and no doubt all three were executed simultaneously. Clearly the end result intended by the parties was that the land, previously belonging to the developers would become the property of the taxpayer company together with the new buildings being constructed by the developers. The commercial object of the transaction was that the taxpayer would acquire a development being carried out for it by the developers with funds provided by the taxpayer company.
However, I am unable to characterise the transaction by which that end result was sought to be achieved as a sale of the land with finished buildings thereon. That, manifestly, was not the legal shape of this transaction. The sale agreement was, as the parties intended, completed independently of the carrying out of the building works under the development agreement.’

Sir Donald Nicholls V-C
[2002] STC 863
England and Wales
Cited by:
CitedHelena Housing Ltd v Revenue and Customs FTTTx 1-Feb-2010
FTTTx CORPORATION TAX – ASSESSMENT – DEDUCTION FOR EXPENDITURE – Was the expenditure incurred wholly and exclusively for its Schedule A business – No – Was the Appellant a Charity – No – Appeal dismissed . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 01 November 2021; Ref: scu.463816

HSBC Holdings Plc and The Bank of New York Mellon Corporation v Revenue and Customs: FTTTx 28 Feb 2012

FTTTx SDRT – acquisition of target company as part of which overall transaction shares issued to exchange agent on trust for target’s ex-shareholders and subsequently ADRs issued to target’s ex-shareholders – whether SDRT charge on transfer of shares to issuer of ADRs was unlawful under the Capital Duties Directive and/or the Treaty – no reference to CJEU – appeal allowed

[2012] UKFTT 163 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 01 November 2021; Ref: scu.462584

HM Revenue and Customs v DV3 RS Ltd Partnership: CA 25 Jul 2013

The company appealed against a finding that its stamp duty land tax saving scheme was ineffective. The court was now asked whether a sale on by a company to a newly formed partnership comprising itself and four other partners of a lease which the company had already contracted to acquire could take advantage of paragraph 10 of Schedule 15 which would (in the circumstances of the case) have had the effect of reducing to nil the liability to SDLT on a transfer of a chargeable interest from the partner to a partnership.
Held: The taxpayer’s appeal succeeded.
The paragraph 10 relief was not available because the statutory disregard of the completion of the first contract meant that the company which was the purchaser under the first contract with the original vendor never acquired a chargeable interest in the property which it was able to and did transfer to the partnership.
Lewison LJ said:
‘Section 43(1) defines a ‘land transaction’ as ‘any acquisition of a chargeable interest’. The focus is on what is acquired; not on what is disposed of. An acquisition can take place without any act of the parties. In my judgment, therefore, the fact that B acquires a chargeable interest as the result of an instrument giving effect to a transaction between him and A does not necessarily entail the proposition that the interest in A’s hands was itself a chargeable interest. If there is no land transaction, there cannot have been the acquisition of a chargeable interest. Although the word ‘vendor’ is defined by section 43 (4) it is notable that the word does not appear anywhere in section 44. Accordingly, I do not see any inconsistency between, on the one hand, accepting that the Company was entitled to an equitable interest (which is an interest in land in the real world) and, on the other, concluding that that equitable interest does not count as a chargeable interest for the purposes of SDLT while it is in the Company’s hands.
. . ..
30. Paragraph 10 of Schedule 15 is not so much concerned with the acquisition of a chargeable interest by a partnership as the transfer by a partner of a chargeable interest. It looks at a transaction from the perspective of the transferor. This contrasts with the general scheme of SDLT whose focus is on acquisitions, and looks at transactions from the perspective of the transferee. It seems to me to be clear that a partner cannot transfer a chargeable interest to a partnership unless he has a chargeable interest to transfer. But that is not to say that he cannot transfer an interest in land to a partnership; merely that it is not a chargeable interest in his hands. In the hands of the partnership, of course, it will be a chargeable interest and the time at which the partnership acquired that chargeable interest is ascertained by the application of section 44 (3) as modified by section 45 (3) .
. . ..
32. Accordingly, in my judgment the correct analysis is as follows.
33. When the Company entered into the contract with L and G section 44 (2) applied. Thus the Company was not regarded as having entered into a land transaction. Because a land transaction is defined as any acquisition of a chargeable interest, it must also follow that the Company was not regarded as having acquired a chargeable interest. It would acquire a chargeable interest on completion if section 44 (3) applied. Section 44 is intended to apply generally to the SDLT code.
When the Company entered into the contract with the Partnership section 45 (2) applied. Thus the Partnership was not regarded as having entered into a land transaction and, just as in the case of the Company, was not regarded as having acquired a chargeable interest. However, it was regarded as having entered into a contract for a land transaction, the consideration for which was so much of the consideration under the original contract as is referable to the subject-matter of the transfer of rights. In the jargon of the Act the contract between L and G and the Company is ‘the original contract’; and the contract between the Company and the Partnership is ‘the secondary contract’. Section 44 takes effect subject to modifications made by section 45.
Both the contract between L and G and the Company and the contract between the Company and the Partnership were completed on the same day. Thus on the facts of this case completion of the original contract took place at the same time as, and in connection with, completion of the secondary contract. But in those circumstances section 45 (3) says that the completion of the original contract must be disregarded. This disregard must be made for the purpose of section 44. The inevitable consequence of the statutory instruction to disregard completion of the contract between L and G and the Company for the purpose of section 44 is that section 44 (3) does not apply to completion of that contract. Since section 44 (2) has the result that the Company did not acquire a chargeable interest by entering into the contract with L and G, and on the facts of this case section 44 (3) does not apply to completion of that contract, it must follow that the Company did not enter into a land transaction for the purposes of SDLT. Accordingly for the purposes of SDLT the Company never acquired a chargeable interest.
When the contract between the Company and the Partnership was completed, section 44 (3) applied to the latter’s acquisition of a chargeable interest. Thus the effective date of its land transaction was the date of completion of its contract with the Company.
Paragraph 10 of Schedule 15 only applies if a partner transfers a chargeable interest to a partnership. Since, for the purposes of SDLT, the Company did not acquire a chargeable interest, that paragraph cannot apply. It follows, therefore that the Partnership is not entitled to rely on the exemption. It follows, therefore that the Partnership is liable to pay SDLT on the consideration which it gave for its own acquisition, as prescribed by section 50 and Schedule 4 paragraph 1.’

Maurice Kay VP CA LJ, Lewison LJ, Gloster L
[2013] EWCA Civ 907, [2013] WLR(D) 311, [2013] 31 EG 51, [2013] STC 2150, [2013] BTC 661, [2014] 1 WLR 1136, [2013] 3 EGLR 159, [2013] STI 2570, [2013] 31 EG 5
Bailii, WLRD
Finance Act 2003 43
England and Wales
Cited by:
CitedProject Blue Ltd v Revenue and Customs CA 26-May-2016
The company had purchased the site of the former Chelsea barracks. It was in turn owned by the Qatari sovereign wealth fund, which financed the purchase by a Sharia compliant loan scheme, which was implemented creating a lease and buy back . .
CitedProject Blue Ltd v Revenue and Customs SC 13-Jun-2018
The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.513693

Collector of Stamp Revenue v Arrowtown Assets Ltd: 4 Dec 2003

(Hong Kong Final Court of Appeal) The court was asked as to the accounting treatment of interests incurred in the development for the purpose of generating the profits, and therefore whether the relevant Ordinance prohibited the capitalisation of interest for the purpose of computing the taxpayer’s assessable profits and allowable deductions.
Held: Where schemes involve intermediate transactions inserted for the sole purpose of tax avoidance, it is quite likely that a purposive interpretation will result in such steps being disregarded for fiscal purposes. But not always.
The resolution of that question depended on the proper accountancy treatment of capitalised interest.
Ribeiro PJ said: ‘The . . preferable, view is that the Ramsay principle does not espouse any specialised principle of statutory construction applicable to tax legislation, whatever its language, but continues to assert the need to apply orthodox methods of purposive interpretation to the facts viewed realistically. In common with Lord Hoffman in MacNiven (Inspector of Taxes) v Westmoreland Investments Ltd [2003] 1 AC 311 . . I am of the view that Lord Brightman’s formulation in not a principle of construction, but, as stated above, a decision that the Court is entitled, for fiscal purposes, to disregard intermediate steps having no commercial purpose as a consequence of an orthodox exercise of purposive statutory construction.’ and ‘Accordingly, the driving principle in the Ramsay line of cases continues to involve a general rule of statutory construction and an unblinkered approach to the analysis of the facts. The ultimate question is whether the relevant statutory provisions, construed purposively, were intended to apply to the transaction, viewed realistically.’
Lord Millett NPJ said: ‘Both profits and losses therefore must be ascertained in accordance with the ordinary principles of commercial accounting as modified to conform with the Ordinance. Where the taxpayer’s financial statements are correctly drawn in accordance with the ordinary principles of commercial accounting and in conformity with the Ordinance, no further modifications are required or permitted. Where the taxpayer may properly draw its financial statements on either of two alternative bases, the Commissioner is both entitled and bound to ascertain the assessable profits on whichever basis the taxpayer has chosen to adopt. He is bound to do so because he has no power to alter the basis on which the taxpayer has drawn its financial statements unless it is inconsistent with a provision of the Ordinance. But he is also entitled to do so, with the result that the taxpayer is effectively bound by its own choice, not because of any estoppel, but because it is the Commissioner’s function to make the assessment and for the taxpayer to show that it is wrong.’ and . .
‘the subject is to be taxed by the legislature and not by the courts’.

Ribeiro PJ, Lord Millett NPJ
(2003) 6 ITLR 454, [2003] HKCFA 52, [2004] 1 HKLRD 77, (2003) 6 HKCFAR 517, ACV 4/2003
Hklii
England and Wales
Citing:
RestatedW T Ramsay Ltd v Inland Revenue Commissioners HL 12-Mar-1981
The taxpayers used schemes to create allowable losses, and now appealed assessment to tax. The schemes involved a series of transactions none of which were a sham, but which had the effect of cancelling each other out.
Held: If the true nature . .
CitedMacNiven (Inspector of Taxes) v Westmoreland Investments Ltd HL 15-Feb-2001
The fact that a payment of interest was made only to create a tax advantage did not prevent its being properly claimed. Interest was paid for the purposes of setting it against tax, when the debt was discharged. A company with substantial losses had . .

Cited by:
CitedBarclays Mercantile Business Finance Ltd v Mawson (HM Inspector of Taxes) HL 25-Nov-2004
The company had paid substantial sums out in establishing a gas pipeline, and claimed those sums against its tax as capital allowances. The transaction involved a sale and leaseback arrangement which the special commissioners had found to be a . .
CitedCampbell v Inland Revenue Commissioners SCIT 6-Jul-2004
SCIT INCOME TAX – Anti-Avoidance – Relevant discounted security – Loss on gift to wife – Subscription for security and gift part of scheme to produce loss – Avoidance not the Appellant’s sole purpose in . .
CitedUBS Ag and Another v Revenue and Customs SC 9-Mar-2016
UBS AG devised an employee bonus scheme to take advantage of the provisions of Chapter 2 of the 2003 Act, with the sole purpose other than tax avoidance, and such consequential advantages as would flow from tax avoidance. Several pre-ordained steps . .
CitedUber Bv and Others v Aslam and Others SC 19-Feb-2021
Smartphone App Contractors were as Workers
The court was asked whether the employment tribunal was entitled to find that drivers whose work was arranged through Uber’s smartphone application work for Uber under workers’ contracts and so qualify for the national minimum wage, paid annual . .

Lists of cited by and citing cases may be incomplete.

International, Taxes Management, Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.220504

Elizabeth Court (Bournemouth) Ltd v HM Revenue and Customs: ChD 16 Oct 2008

The company appealed against a refusal to refund Stamp Duty Land Tax in respect of two land transactions. They claimed entitlement to full relief as an enfanchisement. The initial notices had been given by an incorrectly formed RTE company. Though the property had been purchased by a compliant company, the notices were said to remain ineffective for relief from Stamp Duty.
Held: Though the company succeeded on two points, it failed because the legislation had not at the time been complete, and a claim as an RTE company for relief was not yet available: ‘the relief afforded by section 74 is not available unless and until the executive implements the relevant provisions of the 2002 Act . . the terms of section 74(1) confer relief conditionally on satisfaction of the conditions laid down in the later subsections. In that respect, they are unlike the unconditional formulae used in, for example, section 60 and 64. They are also unlike the other conditional formulae used in, for example, section 61 and 65. Parliament must, I think, be taken to have been aware that, for whatever reason, the amending provisions of the 2002 Act had not, for the most part, been implemented at the time section 74 of the Finance Act 2003 was enacted. In those circumstances, the natural reading of section 74(1) is that the relief for which the section provides was intended to be available as and when the amending provisions of the 2002 Act had been brought into force; whenever that might be.’

Sir Andrew Morritt Ch
[2008] EWHC 2828 (Ch), [2009] STC 682, [2009] BTC 7009, [2008] STI 2317, [2008] 42 EG 166
Bailii
Finance Act 2003 74, Leasehold Housing and Urban Development Act 1993, Commonhold and Leasehold Reform Act 2002
England and Wales
Citing:
Appeal fromElizabeth Court (Bournemouth) Ltd v Revenue and Customs SCIT 26-Nov-2007
SCIT STAMP DUTY LAND TAX – reliefs – collective enfranchisement by leaseholders – whether the chargeable transaction entered into by the Appellant was ‘a chargeable transaction entered into by an RTE company in . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty, Landlord and Tenant

Leading Case

Updated: 01 November 2021; Ref: scu.374395

Drukarnia Multipress sp zoo v Minister Finansow: ECJ 22 Apr 2015

ECJ Judgment – Reference for a preliminary ruling – Taxation – Directive 2008/7/EC – Article 2(1)(b) and (c) – Indirect taxes on the raising of capital – Subjection to capital duty – Contributions of capital to a partnership limited by shares – Classification of such a partnership as a capital company

R. Silva de Lapuerta, P
C-357/13, [2015] EUECJ C-357/13, ECLI:EU:C:2015:253
Bailii
Directive 2008/7/EC
European

Stamp Duty

Updated: 01 November 2021; Ref: scu.545878

Prudential Insurance Co v Inland Revenue Commissioners: 1904

Contract for payment of sum on event

The Insurance company provided endowment insurance polices. They disagreed with the Commissioners as to whether these were policies of insurance and thus as to how they fell to be stamped. Life insurance was defined in the 1891 Act as ‘insurance upon any life or lives or upon any event or contingency relating to or depending upon any life or lives.’ The instrument that was to be presented for stamping in that case was the policy of insurance and ‘Policy of insurance’ was defined to mean ‘every writing whereby any contract of insurance is made’.
Held: Channell J defined a contract of insurance: ‘It seems to me that for the purpose of determining whether that contract comes within the definition [of life insurance] we must look at it as a whole, and not split it up into two separate parts . . Whereby for some consideration, usually but not necessarily for periodical payments called premiums, you secure for yourself some benefit, usually but not necessarily the payment of a sum of money, upon the happening of some event . . A contract of insurance, then, must be a contract for the payment of a sum of money, or for some corresponding benefit such as the rebuilding of a house or the repairing of a ship, to become due on the happening of an event, which event must have some amount of uncertainty about it, and must be of a character more or less adverse to the interest of the person effecting the insurance.’

Channell J
[1904] 2 KB 658
Stamp Act 1891
England and Wales
Cited by:
CitedDepartment of Trade and Industry v St Christopher Motorists Association Ltd 1974
The defendant company provided for the hire of a chauffeur if the insured was disqualified from driving.
Held: Contracts of insurance are not confined to contracts for the payment of money, but may include a contract for some benefit . .
CitedDigital Satellite Warranty Cover Ltd v The Financial Services Authority CA 29-Nov-2011
Parties appealed against on order for the winding up of the company. The Authority (FSA) had said that the company which supplied warranties to owners of digital receiver boxes were providing regulated insurance services, but that the companies were . .
CitedDigital Satellite Warranty Cover Ltd and Another v Financial Services Authority SC 13-Feb-2013
The appellants challenged an order for the dissolution of their company under the 2000 Acts. They had provided warranties for assorted consumer electrical goods which amounted to insurance, but said that they were not required to be registered under . .

Lists of cited by and citing cases may be incomplete.

Insurance, Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.471980

Commissioners for Inland Revenue v Angus: CA 14 Jun 1881

The court was asked whether an agreement for sale of property in the shape of goodwill amounted to a conveyance of the property for stamp duty purposes under section 70 of the 1870 Act.
Held: It did not.
Lord Evershed MR said: ‘The first thing to be noticed is, that the thing which is made liable to the duty is an ‘ instrument’. If a contract of purchase and sale, or a conveyance by way of purchase and sale, can be, or is, carried out without an instrument, the case is not within the section, and no tax is imposed. It is not the transaction of purchase and sale which is struck at; it is the instrument whereby the purchase and sale are effected which is struck at. And if anyone can carry through a purchase and sale without an instrument, then the legislature have not reached that transaction. The next thing is that it is not every instrument which may be brought into being in the course of a transaction of purchase and sale which is struck at. It is the instrument ‘whereby any property upon the sale thereof is legally or equitably transferred’. The taxation is confined to the instrument whereby the property is transferred. The transfer must be made by the instrument. If a transfer requires something more than an instrument to carry it through, then the transaction is not struck at, and the instrument is not struck at because the property is not transferred by it.’

Lord Evershed MR
[1889] 23 QBD 579
Stamp Act 1870 70
England and Wales
Cited by:
CitedOughtred v Inland Revenue Commissioners HL 4-Nov-1959
The taxpayer and her son owned through a trust the entire beneficial interest in the shares of a company. She agreed to transfer other shares to him in return for his interest in the shares subject to the trust, releasing the trust. The Revenue . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.268059

Oakes v Commissioner of Stamp Duties of New South Wales: PC 1953

oakes_csdnswPC1954

A father made a gift of land in favour of himself and his four children in equal shares but then retained wide powers of management for which he reserved the right to charge remuneration.
Held: The donor was entirely excluded from the subject-matter of the gift, which was the four fifths interest given to the children, and that his retention of powers of management did not affect the matter. This was because the donor is entirely excluded if he only holds the property in a fiduciary capacity and deals with it in accordance with his fiduciary duty. But the right to charge remuneration was a different matter. This amounted to a benefit to the donor by contract or otherwise.
Lord Reid referred to St Aubin and said: ‘it is now clear that it is not sufficient to bring a case within the scope of these sections to take the situation as a whole and find that the settlor has continued to enjoy substantial advantages which have some relation to the settled property ; it is necessary to consider the nature and source of each of these advantages and determine whether or not it is a benefit of such a kind as to come within the scope of the section’

Lord Reid
[1954] AC 57, [1953] 2 All ER 92
Citing:
CitedSt Aubyn v Attorney General HL 12-Jul-1951
The donor exercised powers of appointment ‘to make some part of the settled property his own’, and it was ‘wholly irrelevant that by a contemporaneous or later transaction he surrenders his life interest in other parts of it’. The different parts of . .

Cited by:
CitedIngram and Palmer-Tomkinson (Executors of the Estate of Lady Jane Lindsay Morgan Ingram Deceased) v Commissioners of Inland Revenue CA 28-Jul-1997
The deceased had first conveyed property to her solicitor. Leases back were then created in her favour, and then the freeholds were conveyed at her direction to her children and grandchildren. They were potentially exempt transfers.
Held: . .
CitedIn re Nichols, deceased CA 2-Jan-1975
The father, Lord Nichols, gave property to his sons who then leased it back to him. On the father’s death the revenue claimed duty.
Held: Goff LJ: ‘Having thus reviewed the authorities, we return to the question what was given, and we think . .

Lists of cited by and citing cases may be incomplete.

Commonwealth, Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.223763

Robin Alexis Justin Keston, Helen Janet Keston v Commissioners of Inland Revenue: ChD 27 Jan 2004

The claimants sought to reduce liability for stamp duty by arranging an intermediate sale to a company followed by a scheme of regular payments.
Held: The scheme was not effective to save stamp duty. The combined effect of the sections was to impose the liability for duty on the considerations paid by both the purchaser company and the sub-purchaser. As a matter of principle a conveyanc by a vendor to a subpurchaser was chargeable to duty by reference both to the consideration moving from purchaser to vendor and to the consideration moving from subpurchaser to purchaser.

The Hon Mr Justice Lightman
[2004] EWHC 59 (Ch), Times 12-Feb-2004
Bailii
Stamp Act 1891 56(2) 58(4) 58(7)
England and Wales
Citing:
CitedOughtred v Inland Revenue Commissioners HL 4-Nov-1959
The taxpayer and her son owned through a trust the entire beneficial interest in the shares of a company. She agreed to transfer other shares to him in return for his interest in the shares subject to the trust, releasing the trust. The Revenue . .

Lists of cited by and citing cases may be incomplete.

Stamp Duty

Leading Case

Updated: 01 November 2021; Ref: scu.192293

Mark Lovell v Revenue and Customs (Stamp Duty Land Tax – Transactions Involving Multiple Dwellings): FTTTx 16 Aug 2021

Transactions involving multiple dwellings – purchase of property with main house, pool building and barn building – did pool building and/or barn building count as a second dwelling? – was pool building and/or barn building suitable for use as a single dwelling? – recent guidance of Upper Tribunal in Fiander applied – buildings lacked kitchen facilities – held: balance of factors indicated buildings not suitable for use as single dwelling – appeal dismissed
[2021] UKFTT 291 (TC)
Bailii
England and Wales

Updated: 23 October 2021; Ref: scu.667916

Morse and Morse v Revenue and Customs (Stamp Duty Land Tax – Transactions Involving Multiple Dwellings): FTTTx 16 Aug 2021

Transactions involving multiple dwellings – purchase of property with a building in addition to the main dwelling – did the building count as a second dwelling? – was the building suitable for use as a single dwelling? – recent guidance of Upper Tribunal in Fiander applied – building lacked kitchen facilities – held: balance of factors indicated building was not suitable for use as single dwelling – appeal dismissed
[2021] UKFTT 292 (TC)
Bailii
England and Wales

Updated: 18 October 2021; Ref: scu.667913

Bertelsen v Revenue and Customs (Stamp Duty Land Tax): FTTTx 18 Mar 2021

Discovery assessments – whether information made available to HMRC before enquiry window closed – whether HMRC could reasonably have been expected to be aware of insufficiency of tax before that time – date on which discovery was made – whether ‘stale’ – held discovery assessments valid – appeals dismissed
[2021] UKFTT 76 (TC)
Bailii
England and Wales

Updated: 16 October 2021; Ref: scu.663653

G C Field and Sons Ltd and Others v Revenue and Customs (Stamp Duty Land Tax – Tax Avoidance Scheme – Sub-Sale Relief-Discovery Assessment): FTTTx 19 Aug 2021

STAMP DUTY LAND TAX – tax avoidance scheme – sub-sale relief – discovery assessment – whether HMRC had made a discovery – whether understatement of tax caused by taxpayers or person acting on their behalf – whether taxpayers or person acting on their behalf was careless
[2021] UKFTT 297 (TC)
Bailii
England and Wales

Updated: 15 October 2021; Ref: scu.667910

George and George v Revenue and Customs (Stamp Duty Land Tax – Multiple Dwellings Relief): FTTTx 26 Aug 2021

STAMP DUTY LAND TAX – Multiple Dwellings Relief – para 7(2)(b) Schedule 6B Finance Act 2003 – whether annex of property ‘suitable for use as a single dwelling’ – case law meaning of – ‘dwelling’ in other legal contexts and extrinsic aid to statutory construction set aside – guidance from Fiander UT followed – objective assessment of physical attributes of property at effective date – integral character in design layout and access – whether privacy and security critically compromised – whether separate, self-contained living unit – absence of kitchen facilities considered – suitability for use limited to a particular type of occupant – appeal dismissed
[2021] UKFTT 305 (TC)
Bailii
England and Wales

Updated: 12 October 2021; Ref: scu.667922

Fiander and Another v Revenue and Customs (Stamp Duty Land Tax : Transactions Involving Multiple Dwellings): FTTTx 9 Apr 2020

STAMP DUTY LAND TAX – transactions involving multiple dwellings – purchase of property with main house and annex – did main house and annex each count as a dwelling? – corridor connecting annex with main house – property unoccupied at completion – were main house and annex both suitable for use as a single dwelling? – no – appeal dismissed
[2020] UKFTT 190 (TC)
Bailii
England and Wales

Updated: 10 October 2021; Ref: scu.651574

Christian Peter Candy v Revenue and Customs (SDLT – Application for Permission To Make A Late Appeal): FTTTx 26 Feb 2020

SDLT – application for permission to make a late appeal – application by HMRC to strike-out for want of jurisdiction – preliminary issue directed – time limits for amendment of SDLT land transaction return – section 44 and paras 6, Sch 10, Finance Act 2003
[2020] UKFTT 113 (TC)
Bailii
England and Wales

Updated: 03 September 2021; Ref: scu.649153

Carter and Others v Revenue and Customs (Stamp Duty Land Tax : Discovery Assessments): FTTTx 6 Apr 2020

STAMP DUTY LAND TAX – discovery assessments – paragraph 28 and paragraph 30 Schedule 10 Finance Act 2003 – whether assessment ‘stale’ – whether disclosure note containing details of tax avoidance scheme sent to HMRC – whether disclosure sufficient to ‘notify’ HMRC of the insufficiency – paragraph 30(4)(c)(ii) Schedule 10 Finance Act 2003 – whether HMRC could not reasonably have been expected to be aware of the insufficiency of tax before the relevant date – paragraph 30(3) Schedule 10 Finance Act 2003
[2020] UKFTT 179 (TC)
Bailii
England and Wales

Updated: 12 August 2021; Ref: scu.651566

Fish Homes Ltd v Revenue and Customs (Stamp Duty Land Tax): FTTTx 8 Apr 2020

SDLT – (1) whether flat with defective cladding a ‘dwelling’ for purposes of (i) residential transaction charge and (ii) high-vale residential transaction charge in para 3 Sch4A FA 2003
(2) relief under para 5 from the high-value charge under para 3 Sch 4A FA 2003 -para 5G: withdrawal of relief – effect of s 81(1A)
[2020] UKFTT 180 (TC)
Bailii
England and Wales

Updated: 11 August 2021; Ref: scu.651575

Ladson Preston Ltd AKA Developments Greenview Ltd v Revenue and Customs: FTTTx 7 Jul 2021

Multiple Dwellings Relief

Multiple Dwellings Relief (FA 2003 Sch 6B) – Entitlement to claim relief- Multiple dwellings not yet physically constructed on the property on the effective date of the transaction (EDT) – Relevance of the grant, prior to the EDT, of planning permission for the construction of multiple dwellings- Relevance of work undertaken on the property prior to the EDT or on the day of the EDT after the transaction has been completed
[2021] UKFTT 251 (TC)
Bailii
England and Wales

Updated: 29 July 2021; Ref: scu.666241

Project Blue Ltd v Revenue and Customs: SC 13 Jun 2018

The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on the transaction.
Held: (Briggs L JSC dissenting). The language used in the Act was ‘real world’ rather than technical, so the question was which party in similar real world terms had sold the major interest in land to the financial institution? Here that had been the company who accordingly was the vendor under 71A(2), and subject to 75A would be relieved from Duty.
Lady Hale, President, Lord Hughes, Lord Hodge, Lord Lloyd-Jones, Lord Briggs
[2018] 3 All ER 943, [2018] UKSC 30, [2018] WLR(D) 371, [2018] STC 1355, [2018] 1 WLR 3169, [2018] BTC 23, UKSC 2016/0137
Bailii, WLRD, Bailii Summary, SC, SC Summary, SC Summary Video, SC 2018 Feb 28 am Video, SC 28 Feb 2018 pm Video, SC 01 Mar 2018 am Video, SC 01 Mar 2018 pm Video
Finance Act 2003 45 71A
England and Wales
Citing:
At FTTTxProject Blue Ltd v Revenue and Customs FTTTx 5-Jul-2013
FTTTx STAMP DUTY LAND TAX – sale of property with subsequent Shari’a – compliant sub-sale and lease-back – no SDLT paid pursuant to sections 45(3) and 71A Finance Act 2003- application of section 75A Finance Act . .
At UTTCProject Blue Ltd v Revenue and Customs UTTC 18-Dec-2014
Stamp Duty Land Tax – Sale and sub-sale of large development site – Application of Finance Act 2003, section 45(3), in the form current in 2007 and 2008 – Sub-sale to financial institution – Interpretation and application of Finance Act 2003, . .
Appeal From (CA)Project Blue Ltd v Revenue and Customs CA 26-May-2016
The company had purchased the site of the former Chelsea barracks. It was in turn owned by the Qatari sovereign wealth fund, which financed the purchase by a Sharia compliant loan scheme, which was implemented creating a lease and buy back . .
CitedVestey v Inland Revenue Commissioners HL 1979
Taxes are imposed upon subjects by Parliament. A citizen cannot be taxed unless he is designated in clear terms by a taxing Act as a taxpayer and the amount of his liability is clearly defined. A proposition that whether a subject is to be taxed or . .
CitedHM Revenue and Customs v DV3 RS Ltd Partnership CA 25-Jul-2013
The company appealed against a finding that its stamp duty land tax saving scheme was ineffective. The court was now asked whether a sale on by a company to a newly formed partnership comprising itself and four other partners of a lease which the . .
CitedRevenue and Customs v Mayes CA 12-Apr-2011
The court was asked whether a scheme (SHIPS 2) for obtaining relief from tax was made up of a pre-ordained, composite, artifical and tax-motivated events and could be disregarded for fiscal purposes.
If there are lacunas in a statutory regime . .
CitedMacNiven (Inspector of Taxes) v Westmoreland Investments Ltd HL 15-Feb-2001
The fact that a payment of interest was made only to create a tax advantage did not prevent its being properly claimed. Interest was paid for the purposes of setting it against tax, when the debt was discharged. A company with substantial losses had . .
CitedDV3 RS Ltd Partnership v Revenue and Customs FTTTx 24-Feb-2011
FTTTx SDLT – subsale – acquisition by partnership – effect of section 45 and 44 on para 10 Sch 15 FA 2003 . .
CitedBarclays Mercantile Business Finance Ltd v Mawson (HM Inspector of Taxes) HL 25-Nov-2004
The company had paid substantial sums out in establishing a gas pipeline, and claimed those sums against its tax as capital allowances. The transaction involved a sale and leaseback arrangement which the special commissioners had found to be a . .

Lists of cited by and citing cases may be incomplete.
Updated: 28 July 2021; Ref: scu.617858

Project Blue Ltd v Revenue and Customs: UTTC 18 Dec 2014

Stamp Duty Land Tax – Sale and sub-sale of large development site – Application of Finance Act 2003, section 45(3), in the form current in 2007 and 2008 – Sub-sale to financial institution – Interpretation and application of Finance Act 2003, section 71A – Interpretation and application of anti-avoidance provisions in Finance Act 2003, sections 75A and 75B – Identification of ‘V’ and ‘P’ for the purposes of section 75A – Interpretation of section 75A(7) – The chargeable consideration pursuant to section 75B – Was the notional land transaction pursuant to section 75A notifiable under section 77? – Interpretation of land transaction return served by Appellant – Effect of closure notice served by HMRC – Procedural matters
[2014] UKUT 564 (TCC), [2015] STC 745, [2015] STI 244, [2015] BTC 501
Bailii
Finance Act 2003 45(3)
England and Wales
Citing:
At FTTTxProject Blue Ltd v Revenue and Customs FTTTx 5-Jul-2013
FTTTx STAMP DUTY LAND TAX – sale of property with subsequent Shari’a – compliant sub-sale and lease-back – no SDLT paid pursuant to sections 45(3) and 71A Finance Act 2003- application of section 75A Finance Act . .

Cited by:
At UTTCProject Blue Ltd v Revenue and Customs CA 26-May-2016
The company had purchased the site of the former Chelsea barracks. It was in turn owned by the Qatari sovereign wealth fund, which financed the purchase by a Sharia compliant loan scheme, which was implemented creating a lease and buy back . .
At UTTCProject Blue Ltd v Revenue and Customs SC 13-Jun-2018
The purchaser of land created a sub-sale and leaseback with bank so as to fund the purchase in a manner which would comply with Islamic finance principles. The Court was now asked whether purchaser or the bank were liable for stamp duty land tax on . .

Lists of cited by and citing cases may be incomplete.
Updated: 27 July 2021; Ref: scu.558973

Fiander and Brower v Revenue and Customs: UTTC 7 Jul 2021

STAMP DUTY LAND TAX – Multiple Dwellings Relief – whether annex of unoccupied property suitable for use as a single dwelling – test to be applied – dispute as to evidence presented to FTT – approach on appeal to record of evidence – HMRC v Royal College of Paediatrics followed
[2021] UKUT 156 (TCC)
Bailii
England and Wales

Updated: 20 July 2021; Ref: scu.665565

Khatoun v Revenue and Customs: FTTTx 2 Apr 2021

acquisition of freehold property and acquisition of right to use nearby communal garden – amount of tax chargeable – section 55 Finance Act 2003 – Table A or Table B rates? – were there linked transactions?
Held: no, as different vendors – did the relevant land include non-residential property? –
Held: no – appeal dismissed
[2021] UKFTT 104 (TC)
Bailii
England and Wales

Updated: 17 July 2021; Ref: scu.663686

Mobey v Revenue and Customs: FTTTx 7 Apr 2021

Multiple Dwellings Relief

Stamp Duty Land Tax – Multiple Dwellings Relief – Main house and annexe-whether one dwelling or two dwellings-whether annexe and main house each suitable for use as a dwelling
[2021] UKFTT 122 (TC)
Bailii
England and Wales

Updated: 15 July 2021; Ref: scu.663693

Thomas v Revenue and Customs: FTTTx 8 Jun 2021

Application To Strike Out

Appeal to the Tribunal against HMRC’s refusal to allow a late application to recover Stamp Duty Land Tax amounting to pounds 2,400 which had to be paid when he purchased a new main residence before he had sold the existing one.
[2021] UKFTT 224 (TC)
Bailii
England and Wales

Updated: 14 July 2021; Ref: scu.663774

Commissioner of Stamp Duties (Queensland) v Livingston: PC 7 Oct 1964

A testator had died domiciled in New South Wales and with real and personal property both in New South Wales and in Queensland. He left one-third of his real and personal estate to his widow absolutely. She then died intestate, also domiciled in New South Wales, but the husband’s estate was not yet fully administered. No clear residue had yet been ascertained and no final balance attributable to the shares of residue had been determined. The question was whether the deceased widow’s share in her husband’s real and personal estate in Queensland, a share that had devolved on her death on those entitled under her intestacy, was subject to Queensland succession duty. Did she die owning a beneficial interest in any real or personal property in Queensland?
Held: No Queensland succession duty was payable.
The estate of a deceased which devolves on personal representatives comes to them ‘virtute officii . . in full ownership, without distinction between legal and equitable interests’ but they hold the estate ‘for the purpose of carrying out the functions and duties of administration, not for [their] own benefit’.
A beneficiary under an estate has no interest in the property to be administered, but only a right to require the estate to be duly administered, and to receive an appropriate proportion of the nett estate.
Viscount Radcliffe said: ‘their Lordships regard it as clearly established that Mrs. Coulson was not entitled to any beneficial interest in any property in Queensland at the date of her death. What she was entitled to in respect of her rights under her deceased husband’s will was a chose in action, capable of being invoked for any purpose connected with the proper administration of his estate’
Viscount Radcliffe
[1965] AC 694, [1964] UKPC 45, [1964] TR 351, (1964) 43 ATC 325, [1964] 3 All ER 692, [1964] 3 WLR 963
Bailii
Australia
Citing:
CitedSudeley v Attorney-General HL 1897
The husband had died leaving part of his residuary estate to his widow. She then died before the estate was fully administered. Both died domiciled in England. The husband’s estate included mortgages of land in New Zealand and the House was asked . .

Cited by:
CitedEarnshaw and Others v Hartley CA 31-Mar-1999
An administrator de son tort, who was also a beneficiary, held the estate property on trust, and so could not establish adverse possession against the estate during the period of trusteeship. He held a sufficient interest in the assets already. A . .
CitedMaye, Re (Northern Ireland) HL 6-Feb-2008
The defendant had admitted charges of obtaining property by deception. A confiscation hearing concluded that he had benefitted to a much greater extent than could be recoverd. Before then however both his parents had died, and he stood to inherit . .
CitedRaymond Saul and Co (A Firm) v Holden and Another; In re Hemming (deceased) ChD 12-Nov-2008
The claimant was sole residuary legatee of his mother’s estate. He became bankrupt, but was released by automatic discharge from the bankruptcy before the administration of the estate was completed. He challenged the solicitors who wished to pay the . .
CitedMarshall (Inspector of Taxes) v Kerr HL 30-Jun-1994
A settlor by will was deemed to have had an interest as funds were passed to a Jersey Trust. The section merely made or allowed that a variation of a will would not be a taxable event in UK law. It had no other effects. A deed of family arrangement . .

These lists may be incomplete.
Updated: 12 July 2021; Ref: scu.190220

Attorney General of The Turks and Caicos Islands and Another v Richardson (As Trustee In Bankruptcy of Yellowstone Club World Llc): PC 14 Mar 2013

(From the Court of Appeal of the Turks and Caicos Islands) Whether the Registrar was wrong to register a restriction, under section 132 of the Registered Land Ordinance, against property in respect of which the Government claimed an interest in respect of unpaid stamp duty.
Lord Hope, Lord Kerr, Lord Reed, Lord Carnwath, Sir John Chadwick
[2013] UKPC 9
Bailii
England and Wales

Updated: 09 July 2021; Ref: scu.471803

Hyman and Others v Revenue and Customs: UTTC 18 Mar 2021

SDLT- sale of house and land – rate of SDLT applicable – whether Table A or Table B – whether the house and land included land that was not residential property – whether all of land was, or formed part of, garden or grounds of house – Finance Act 2003, ss 55, 116
[2021] UKUT 68 (TCC)
Bailii
England and Wales

Updated: 20 June 2021; Ref: scu.662808

Denning v Revenue and Customs (Tax – Income Tax and Stamp Duty Land Tax – Valuation of Care Homes): UTLC 8 Apr 2021

TAX – Income Tax and Stamp Duty Land Tax – valuation of care homes – leasehold interests let at market rent – whether premiums paid form part of the value of the leasehold interests – trade related properties – trading potential – profits method of valuation – RICS Guidance – section 272, Taxation of Chargeable Gains Act 1992 – appeals allowed
[2021] UKUT 76 (LC)
Bailii
England and Wales

Updated: 11 June 2021; Ref: scu.662181

Doe v Revenue and Customs (Stamp Duty Land Tax – Transaction Involving Multiple Dwellings): FTTTx 25 Jan 2021

STAMP DUTY LAND TAX – transaction involving multiple dwellings – purchase of property with main house and an annexe – was enquiry validly opened by HMRC? – yes – did main house and annexe each count as a dwelling? – were main house and annexe both suitable for use as a single dwelling? – no – appeal dismissed.
[2021] UKFTT 17 (TC)
Bailii
England and Wales

Updated: 04 June 2021; Ref: scu.661734

Terrapin International Ltd v Inland Revenue Commissioners: 1976

A deed had been delivered in escrow, but, before the condition was fulfilled, the rates of stamp duty changed. The parties disputed the effective date of the transaction.
Held: Walton J considered what was the effect of a deed being held in escrow: ‘A document which is intended to take effect as a deed when conditions have been fulfilled may be executed as an escrow: that is to say, with all the formalities of a deed save that the vital unconditional delivery, which is essential for the proper execution of a true deed, is missing; it is replaced by a conditional delivery, usually express, but capable of being assumed. At this stage, the document is not a deed; and although of course it contains within itself the possibility of becoming an effective deed, a deed rising phoenix-like from the ashes of the escrow, at the stage before the condition is fulfilled it is of no effect whatsoever.’ and referring to Cory: ‘If I may repeat the crucial passage; – ‘So long as it remains an escrow it is not executed as a deed; for delivery again as a deed is required before it becomes one’. It follows in my judgment that . . . the first date on which the deed of exchange which is the subject matter of the present appeal was executed was on the day on which the conditions were fulfilled and it was in the eye of the law for the first time delivered unconditionally and thus for the first time delivered as a deed.’
Walton J
[1976] 1 WLR 665, [1976] 2 All ER 461
England and Wales
Citing:
CitedCory (Wm) and Son Ltd v Inland Revenue Commissioners CA 1964
Diplock LJ discussed the status of a deed delivered in escrow: ‘So long as it remains an escrow it is not yet executed as a deed; for delivery again as a deed is required before it becomes one. While an escrow it conveys nothing, it transfers . .

Cited by:
CitedAlan Estates Ltd v WG Stores Ltd and Another CA 1-Jul-1981
The proposed tenant wanted to get into possession, and was given a key and paid a quarter’s rent to the lessor’s solicitors to be held as stakeholders, before the lease had been formally granted. An undated lease and counterpart were executed and . .

These lists may be incomplete.
Updated: 20 May 2021; Ref: scu.252344

P N Bewley Ltd v Revenue and Customs (Stamp Duty : Land Tax): FTTTx 28 Jan 2019

STAMP DUTY LAND TAX – bungalow and plot of land acquired with planning permission for demolition and building of new dwelling on site – whether higher rates of SDLT in Schedule 4ZA FA 2003 apply – whether bungalow building ‘suitable for use’ as a dwelling on date of transaction – held not so suitable – self-assessment as amended by HMRC reduced to remove higher rate charge and to reflect non-residential rate.
[2019] UKFTT 65 (TC), [2019] SFTD 611, [2019] STI 1057
Bailii
England and Wales

Updated: 16 May 2021; Ref: scu.635674

Pensfold v Revenue and Customs (Stamp Duty Land Tax – Whether Relief Available): FTTTx 14 Nov 2019

STAMP DUTY LAND TAX – whether relief available under Para 5B Sch 4A Finance Act 2003 – held yes – whether property mixed use or wholly residential – held solely residential – whether penalties should be applied for deliberate or careless error – held no penalty because appellant took reasonable care to avoid any inaccuracy
[2020] UKFTT 116 (TC)
Bailii
England and Wales

Updated: 11 May 2021; Ref: scu.649135

Partridge v Revenue and Customs (Stamp Duty Land Tax – Transaction Involving Multiple Dwellings): FTTTx 13 Jan 2021

STAMP DUTY LAND TAX – transaction involving multiple dwellings – purchase of property with main house and an annex – did main house and annex each count as a dwelling? – were main house and annex both suitable for use as a single dwelling? – no – appeal dismissed.
[2021] UKFTT 6 (TC)
Bailii
England and Wales

Updated: 10 May 2021; Ref: scu.661744

Mashoof v Revenue and Customs (Stamp Duty Land Tax – Paragraph 25 of Schedule 10 To Finance Act 2003 – Whether Revenue Determination Made, Issued and Served): FTTTx 25 Mar 2020

STAMP DUTY LAND TAX – paragraph 25 of schedule 10 to Finance Act 2003 – whether Revenue determination made, issued and served – paragraph 35(1)(e) and paragraph 36(5A) of schedule 10 to Finance Act 2003 – whether the Tribunal has jurisdiction to consider an appeal against a Revenue determination based on procedural defects – whether the concept of staleness applies to a Revenue Determination – proceedings struck out on the basis that the Tribunal has no jurisdiction
[2020] UKFTT 166 (TC)
Bailii
England and Wales

Updated: 09 May 2021; Ref: scu.650688

Hooper v Western Counties and South Wales Telephone Co Ltd: 1892

The court placed a restrictive meaning on the idea of a company reconstruction. The new company is to consist of the old shareholders.
Chitty J
(1892) 68 LT 78
England and Wales
Cited by:
CitedBrooklands Selangor Holdings Limited v Inland Revenue Commissioners ChD 1970
The court had to consider whether the arrangments before it amounted to a reconstruction for stamp duty purposes: ‘I will deal first with the question whether those transactions amounted to a reconstruction. In ordinary speech the word . .
CitedMytravel Group Plc, Re Companies Act 1985 ChD 24-Nov-2004
The company sought approval of a proposed reconstruction under the section.
Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be the same or similar, and those . .
CitedSwithland Investments Ltd v IRC 1990
The court considered whether a scheme of re-arrangement of a company was a reconstruction within the meaning of the Stamp duty legislation. . .
CitedFallon v Fellows (Inspector of Taxes) ChD 2001
The court considered whether a scheme was for the purposes of reconstruction or amalgamation in a capital gains tax context. Citing South African Supply: ‘In the context I think it is clear that when the learned judge referred to the persons . .

These lists may be incomplete.
Updated: 09 May 2021; Ref: scu.220249

Singer v Revenue and Customs (Appeal against Interest for Late Payment of SDLT – Appeal Struck Out On The Basis That The Tribunal Has No Jurisdiction): FTTTx 3 Feb 2021

Appeal against interest for late payment of SDLT – appeal struck out on the basis that the Tribunal has no jurisdiction – Finance Act 2003 ss 87 and 91 and Schedule 10 para 35 and Schedule 12 – HMRC v Hok Ltd considered
[2021] UKFTT 30 (TC)
Bailii
England and Wales

Updated: 06 May 2021; Ref: scu.661776

Albert House Property Finance Pcc Ltd and Another v Revenue and Customs (SDLT – Withdrawal of Appeals): FTTTx 3 Dec 2019

Procedure – SDLT – withdrawal of appeals – HMRC informing Tribunal of objection – Tribunal informing Appellants – no direct notification – whether dispute treated as settled under Sch 10 para 37 – held, no – appeals remain to be determined by Tribunal
[2019] UKFTT 732 (TC)
Bailii
England and Wales

Updated: 03 May 2021; Ref: scu.646917

Newton and Another v Revenue and Customs (SDLT – Whether Discovery – Whether Subsale Relief Applied): FTTTx 12 Nov 2019

SDLT – whether discovery – whether subsale relief applied – if so, whether caught by retrospective provision in s 45(3A) of FA 2003 – if not, whether within the anti-avoidance provision in s 75A – HMRC succeeded on all grounds – appeal refused and assessment confirmed
[2019] UKFTT 688 (TC)
Bailii
England and Wales

Updated: 03 May 2021; Ref: scu.646901

L M Tenancies 1 Ltd v Inland Revenue Commissioners: CA 4 Feb 1998

The stamp duty payable on a lease is calculated according to the values known at the date of the lease in accordance with the formula provided.
Times 04-Feb-1998, Gazette 11-Feb-1998
Finance Act 1994 242
England and Wales
Citing:
Appeal fromL M Tenancies 1 Plc v Inland Revenue Commissioners ChD 11-Jul-1996
Stamp duty not mitigated where consideration ascertainable when lease was executed. . .

Cited by:
Appealed toL M Tenancies 1 Plc v Inland Revenue Commissioners ChD 11-Jul-1996
Stamp duty not mitigated where consideration ascertainable when lease was executed. . .

These lists may be incomplete.
Updated: 01 May 2021; Ref: scu.82879

Myles-Till v Revenue and Customs (Stamp Duty Land Tax – Different Rates for Residential and Non-Residential Property): FTTTx 11 Mar 2020

STAMP DUTY LAND TAX – different rates for residential and non-residential property – grassy field adjoining countryside house and garden – part of the grounds of the house? – yes – appeal dismissed
[2020] UKFTT 127 (TC)
Bailii
England and Wales

Updated: 23 April 2021; Ref: scu.649209

Browne v Dawson: 1840

The master of a school had possession of the schoolroom for the purposes of his office, but was dismissed by the trustees for an alleged breach of the rules, and he gave up the room which was taken possession of by them and locked up. He returned on the next day, broke open the room, and held it for 11 days, at the end of which the trustees forcibly ejected him. He then claimed trespass, describing the premises as a room of the plaintiff. Plea in denial that it was not the room of plaintiff
Held: The plaintiff had not by his re-entry acquired possessionary rights against the trustees as wrongdoers, and they might set up the above facts in defence without having pleaded not possessed
The trustees of the free school had agreed rules for the governance of the school and the trustees called on those rules and produced them at the trial of the causes between them.
Held: They were admissible without having been stamped as an agreement
(1840) 12 Ad and El 624, (1840) 4 Per and Dav 355, (1840) 113 ER 950
England and Wales

Updated: 12 April 2021; Ref: scu.649122

M and M Builders (Norfolk) Ltd v Revenue and Customs (Stamp Duty Land Tax – Whether Two Transactions Between Connected Parties Constitute An Exchange): FTTTx 19 Aug 2019

STAMP DUTY LAND TAX – whether two transactions between connected parties constitute an exchange – whether market value provisions of s53 Finance Act 2003 apply in precedence to the valuation of annuity provisions of s52 Finance Act 2003 – whether transactions caught by anti-avoidance provisions of s75A Finance Act 2003 – appeal dismissed
[2019] UKFTT 541 (TC)
Bailii
England and Wales

Updated: 07 April 2021; Ref: scu.641340

Consultus Care and Nursing Ltd v Revenue and Customs (Stamp Duty Land Tax – Application of Higher Rate To Certain High Value Residential Transactions): FTTTx 4 Jul 2019

STAMP DUTY LAND TAX – application of higher rate to certain high value residential transactions pursuant to Schedule 4A Finance Act 2003 – whether acquisition qualifies for relief for property acquired exclusively for purpose of exploitation as source of rents in course of qualifying property rental business – no – appeal dismissed
[2019] UKFTT 437 (TC)
Bailii
England and Wales

Updated: 07 April 2021; Ref: scu.641265

Crest Nicholson Operations Ltd v Revenue and Customs (STAMP DUTY : Land tax): FTTTx 1 Feb 2017

Stamp Duty Land Tax – determinations in absence of return – appeal – extent of Tribunal’s jurisdiction – held, limited to matters listed in para 36(5A) Sch 10 FA 2003 – burden of proof on taxpayers – avoidance scheme – effect of s 45 FA 2003 – reduction of capital – s 270 Companies Act 1985 not applicable – held, no liability on original contracting party – whether transferee acting as bare trustee or nominee for third Appellant – no – appeal of second Appellant dismissed and appeals of first and third Appellants allowed
[2017] UKFTT 135 (TC)
Bailii
England and Wales

Updated: 01 April 2021; Ref: scu.574076