Project Blue Ltd v Revenue and Customs: FTTTx 24 Nov 2020

STAMP DUTY LAND TAX – contingent consideration – section 51 Finance Act 2003 – whether part of chargeable consideration for a land transaction was contingent – entitlement to repayment of SDLT – res judicata and abuse of process – whether HMRC estopped from arguing that part of chargeable consideration was not contingent – Supreme Court decision in Project Blue Limited v Commissioners for HM Revenue and Customs [2018] UKSC 30 – held that part of the consideration was contingent – appeal allowed

Citations:

[2020] UKFTT 475 (TC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 23 May 2022; Ref: scu.656862

Attwood v Small And Others: 9 Aug 1827

An agreement, contained by itself less than 1080 words, but there was in it a stipulation that a clause in a previous agreement, which was duly stamped, should be taken as part of the new agreement.
Held: That although with the clause referred to, there would be more than 1080 words, a andpound;1 stamp was proper, as that clause ought not to be reckoned.

Citations:

[1827] EngR 659, (1827) 3 Car and P 208, (1827) 172 ER 389

Links:

Commonlii

Jurisdiction:

England and Wales

Cited by:

See AlsoAttwood v Small And Others 8-Nov-1827
. .
See AlsoAttwood v Small 12-Dec-1827
Where a great number of exceptions were taken to an answer, and shortly before the argument the defendant submitted to answer them, in consequence of which, it was urged, that the answer was clearly evasive, and that the ordinary costs were greatly . .
See AlsoSmall And Others v Attwood And Others 3-May-1828
Amendment of pleadings . .
See AlsoSmall And Others v Attwood And Others 1-Nov-1832
Where a contract is entered into for the purchase of an estate by certain persons in their own names, but in fact on their own account, and also as agents for other parties, a bill to rescind the contract may be filed in the names of the agents and . .
See AlsoAttwood v Small and Others HL 1-Mar-1838
The plaintiffs had bought land including iron mines from the defendants. They sought and were given explicit re-assurances about the mine’s capacity, but these proved false after the plaintiffs had begun to work the mine themselves.
Held: . .
See AlsoAttwood v Small etc 22-Mar-1838
. .
See AlsoAttwood v Small 1840
. .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 18 May 2022; Ref: scu.324413

Attwood v Small And Others: 8 Nov 1827

Citations:

[1827] EngR 729, (1827) 7 B and C 390, (1827) 108 ER 768 (B)

Links:

Commonlii

Jurisdiction:

England and Wales

Citing:

See AlsoAttwood v Small And Others 9-Aug-1827
An agreement, contained by itself less than 1080 words, but there was in it a stipulation that a clause in a previous agreement, which was duly stamped, should be taken as part of the new agreement.
Held: That although with the clause referred . .

Cited by:

See AlsoAttwood v Small 12-Dec-1827
Where a great number of exceptions were taken to an answer, and shortly before the argument the defendant submitted to answer them, in consequence of which, it was urged, that the answer was clearly evasive, and that the ordinary costs were greatly . .
See AlsoSmall And Others v Attwood And Others 3-May-1828
Amendment of pleadings . .
See AlsoSmall And Others v Attwood And Others 1-Nov-1832
Where a contract is entered into for the purchase of an estate by certain persons in their own names, but in fact on their own account, and also as agents for other parties, a bill to rescind the contract may be filed in the names of the agents and . .
See AlsoAttwood v Small and Others HL 1-Mar-1838
The plaintiffs had bought land including iron mines from the defendants. They sought and were given explicit re-assurances about the mine’s capacity, but these proved false after the plaintiffs had begun to work the mine themselves.
Held: . .
See AlsoAttwood v Small etc 22-Mar-1838
. .
See AlsoAttwood v Small 1840
. .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 18 May 2022; Ref: scu.324483

Brooklands 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 reconstruction is, I think, used to describe the refashioning of any object in such a way as to leave the basic character of the object unchanged. In relation to companies, the word ‘reconstruction’ has a fairly precise meaning which corresponds, so far as the subject matter allows, to its meaning in ordinary speech. It denotes the transfer of the undertaking or part of the undertaking of an existing company to a new company with substantially the same persons as were members of the old company.’ referring to South African Supply: ‘So in that passage Buckley J repeated in effect what was said by Chitty J in the earlier case he repeatedly inserted the qualification ‘substantial’. I respectfully adopt that passage as an accurate statement of what is meant by the word ‘reconstruction,’ always, of course, in the absence of any controlling factor leading to some other meaning. To quote again the last sentence: ‘substantially the business and the persons inserted must be the same.”

Judges:

Pennycuick J

Citations:

[1970] 1 WLR 429

Jurisdiction:

England and Wales

Citing:

CitedHooper 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. . .
CitedRe South African Supply and Cold Storage Co 1904
The court had to construe the words ‘reconstruction or amalgamation’ in the memorandum of association of a company: ‘The only question I have to decide is whether, in the case of each of these two companies, there has or has not been a winding-up . .

Cited by:

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 . .
CitedIn re Courage Group’s Pension Schemes Ryan v Imperial Brewing and Leisure Ltd ChD 1987
It was possible to amend the provisions of a pension scheme provided the amendments did not conflict with the purposes of the scheme. How was a court to identify such purposes: ‘It is trite law that a power can be exercised only for the purpose for . .
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 . .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 16 May 2022; Ref: scu.220248

Inland Revenue Commissioners v G Angus and Co: CA 1889

Lord Esher MR rejected an argument that a specifically enforceable contract or agreement for the sale of land is in truth a conveyance: ‘And it is said that, when an agreement is such that equity will grant specific performance of it, it is to be considered as a conveyance in equity, or an ‘equitable conveyance.’ If that were true, it would be an equitable conveyance of a legal property or a legal right. But let us consider what the doctrine of specific performance is. If the instrument is a ‘conveyance’ in itself, why do you want a decree for specific performance? If the instrument has conveyed the property to the purchaser, he does not require specific performance of an agreement with reference to his own property which has been already conveyed to him. The fact that the instrument is one of which equity will decree specific performance, fixes it at once as an ‘agreement,’ and not as a ‘conveyance.’ It would be a contradiction of terms to say that that which requires a decree for specific performance is in itself a ‘conveyance’ which has conveyed the property to the purchaser. If there has been a ‘conveyance’ of the property, you do not require specific performance. If property sold is conveyed by an instrument to the purchaser, and after that conveyance the vendor keeps it, the purchaser’s remedy would not be by way of specific performance, but, if the property be personal property, by an action of trover; or, if it be real property, by an action of ejectment. In my opinion, therefore, however clear it may be that an instrument is an agreement of which a Court of Equity would instantly decree specific performance, if it were not performed by the vendor, such an instrument is not a ‘conveyance on sale’ within the meaning of the Act, but is only an ‘agreement’.’

Judges:

Lindley LJ, Lord Esher MR

Citations:

(1889) 23 QBD 579

Statutes:

Stamp Act 1870 70

Citing:

CitedTasker v Small 3-Jun-1836
The words in a Settlement to raise Money by ‘Mortgage, Annuity or otherwise,’ authorises a Sale of a reversionary Estate.
Lord Cottenham LC said that the rule by which a purchaser becomes in equity the owner of the property sold ‘applies only . .

Cited by:

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.

Land, Contract, Stamp Duty

Updated: 16 May 2022; Ref: scu.553538

William Cory and Son Limited v Inland Revenue Commissioners: CA 1964

Lord Denning MR discussed what was meant by delivery of a document in escrow: ‘When an instrument is delivered in escrow, that only means that it is delivered on condition (which may be expressed or implied by conduct) that it is not to be operative until some condition is performed: see Norton on Deeds 2nd Edition page 18. A good instance is where, on a proposed sale of land, only part of the purchase price has been paid, but the vendor lets the purchaser into possession and delivers the deed to the purchaser’s solicitor, and tells him to hold it until the balance is paid. The deed is clearly delivered on condition that it is not to be operative until the price is paid. Whilst the condition remains unperformed, the sale is not complete and the purchaser does not get the legal title (see Watkins v Nash in 1875 and Thompson v McCullough in 1947); but as soon as the money is paid, the sale is complete. The instrument there may precede any binding contract. But when the sale is complete it is clearly a conveyance on sale and is liable to stamp duty.’

Judges:

Lord Denning MR

Citations:

[1964] 3 All ER 66

Jurisdiction:

England and Wales

Cited by:

CitedBank of Scotland Plc v King and others ChD 23-Nov-2007
The parties contracted to buy and sell a property. The lending bank sought possession, saying that it had advanced the money which had been spent acquirng the property. The defendant purchasers said that completion had not taken place, the full . .
Lists of cited by and citing cases may be incomplete.

Land, Contract, Stamp Duty

Updated: 05 May 2022; Ref: scu.261514

Mounsey v Stephenson: 9 Nov 1827

Articles of agreement, whereby one party agreed to pay the other a fixed salary, and the other agreed not to set up a chemist’s shop within a certain distance, and the parties were mutually bound in a penalty of 6001. to perform the agreement:
Held, to require a stamp of 11. 15s.

Citations:

[1827] EngR 735, (1827) 7 B and C 403, (1827) 108 ER 773

Links:

Commonlii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 02 May 2022; Ref: scu.324489

Doe On The Several Demise Of Hughes And Corbett v Derry: 1841

A., being owner of a farm, let it for seven years to B , and by a written agreement of the same date it was agreed, that A. should manage the farm for B, E allowing A 12s. a week, ‘and allowing him and his family to reside and have’ the use of the dwelling-house and furniture thereiu, free of rent,’ and this agreement was to be put an end to by three months’ notice or three months’ wages –Held, that this agreement did not require a lease stamp, as it did not contain a demise of the house, the occupation of it being a mere remuneration for servlces :-Held, also, that no notice to quit way necessary, if the service was put an end to Whether in ejectment the lessor of the plaintiff must have a certificate under the stat 3 and 4 Vict c. 24, to entitle him to costs.

Citations:

[1841] EngR 28, (1841) 9 Car and P 494, (1841) 173 ER 926

Links:

Commonlii

Stamp Duty, Landlord and Tenant

Updated: 02 May 2022; Ref: scu.308206

Oswald Tillotson Limited v ORC: 1933

‘When I come to consider the purpose of this section, and to see why there is to be immunity and exemption from transfer stamp duty, I find that it is because the old company is really represented or replaced by the new company, and the shareholders in the new company are to be in substance the shareholders of the old company. It is because there has been not an out-an-out transfer for cash but merely a reconstitution of the same corporators in a new company. Bearing that principle in mind and realising that the test is to see whether or not there is a real identity as to not less than 90% of the shareholders, I come to the conclusion that the meaning of the word ‘issue’ is something more than the mere giving of an allotment letter to an old shareholder enabling him to vote with the shares offered to him at his valition.’

Citations:

[1933] 1 KB 134

Statutes:

Finance Act 1927 55(1)

Cited by:

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 . .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 30 April 2022; Ref: scu.220253

Baytrust Holdings Ltd v Inland Revenue Commissioners: 1971

Whether a scheme of arrangement constituted a reconstruction for stamp duty purposes.

Citations:

[1971] 3 All ER 76

Citing:

AppliedRe South African Supply and Cold Storage Co 1904
The court had to construe the words ‘reconstruction or amalgamation’ in the memorandum of association of a company: ‘The only question I have to decide is whether, in the case of each of these two companies, there has or has not been a winding-up . .

Cited by:

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 . .
Lists of cited by and citing cases may be incomplete.

Company, Stamp Duty

Updated: 30 April 2022; Ref: scu.220250

Swithland 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.

Citations:

[1990] STC 448

Citing:

CitedHooper 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. . .

Cited by:

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 . .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 30 April 2022; Ref: scu.220251

Munro v Commissioner for Stamp Duties: PC 1933

In 1909, the deceased orally agreed with his six children that he and they would carry on the business of graziers on land owned by him as partners under a partnership at will. In 1913 the deceased transferred by way of gift the freehold interest in portions of the land to each of his four sons and to trustees for each of his two daughters and their children. The transfers were taken subject to the partnership agreement. In 1919 the deceased and his children entered into a formal partnership agreement, which provided that during his lifetime no partner should withdraw from the partnership. On the deceased’s death in 1929 a claim for death duties was made in respect of the land transferred to his children in 1913.
Held: The gift had been subject to the rights of the partnership, so that the donor’s occupation was by virtue of property which had never been included in the gift.
Lord Tomlin said: ‘It is unnecessary to determine the precise nature of the right of the partnership at the time of the transfers. It was either a tenancy during the term of the partnership or a licence coupled with an interest. In either view what was comprised in the gift was, in the case of each of the gifts to the children and the trustees, the property shorn of the right which belonged to the partnership, and upon this footing it is in their Lordships’ opinion plain that the donee in each case assumed bona fide possession and enjoyment of the gift immediately upon the gift and thenceforward retained it to the exclusion of the donor.’

Judges:

Lord Tomlin

Citations:

[1934] AC 61, [1933] All ER Rep 185

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 . .
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 . .
CitedIngram and Another v Commissioners of Inland Revenue HL 10-Dec-1998
To protect her estate from Inheritance Tax, the deceased gave land to her solicitor, but then took back a lease. The solicitor then conveyed the land on freehold on to members of her family.
Held: The lease-back by the nominee was not void as . .
Lists of cited by and citing cases may be incomplete.

Stamp Duty, Commonwealth

Updated: 30 April 2022; Ref: scu.199962

M and G Securities Ltd v Inland Revenue Commissioners: Schroder Unit Trusts Ltd v Same: ChD 2 Feb 1999

The terms of the deed of trust under which units were surrendered in return for transfer of investments and cash from the underlying trust, allowed the trustees to reclaim the stamp duty paid on the surrender documents.

Citations:

Times 02-Feb-1999

Statutes:

Finance Act 1946 54(4)

Jurisdiction:

England and Wales

Stamp Duty

Updated: 28 April 2022; Ref: scu.83248

Inland Revenue v Maple and Co (Paris) Ltd: HL 27 Nov 1907

One English company transferred to another English company certain property in France by a deed of ‘apport’ executed in France according to the formalities of French law, the price of the property being payable in shares of the purchasing company.
Held that the deed was a ‘conveyance on sale’ within the meaning of section 54 of the Stamp Act 1891, and as such chargeable with stamp duty.

Judges:

Lord Chancellor (Loreburn), The Earl of Halsbury, Lords Ashbourne, Macnaghten, James of Hereford, and Atkinson

Citations:

[1907] UKHL 968

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 27 April 2022; Ref: scu.622315

London and India Dock Co v Attorney General: HL 8 May 1908

A company with an issue of debenture stock already in existence re-arranged the stock and modified the rights of the holders under the authority of a private Act. The stock was divided into two new classes, ‘A’ and ‘B,’ and existing stock-holders obtained certificates for a quantity of each class, proportionate to their original holdings, upon delivering up the old certificates.
Held that this amounted to an issue of debenture stock under the Finance Act 1899, sec. 8, and that the company was bound to deliver a statement thereof bearing the appropriate stamp-duty

Judges:

Lord Chancellor (Loreburn), Lords Ashbourne, Macnaghten, James of Hereford, and Atkinson

Citations:

[1908] UKHL 682

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty, Company

Updated: 26 April 2022; Ref: scu.621510

Speyer Brothers v Inland Revenue: HL 22 Jan 1908

Where a document is by its statutory description chargeable under the Stamp Act as a ‘promissory note,’ and also as a ‘marketable security,’ the Crown has a choice whether it will charge it under the one or the other description. In other words, by virtue of the Act the Crown is entitled to charge the higher rate of stamp, but cannot charge both rates upon the same document.
Terms of a document held to be both a ‘promissory note’ and a ‘marketable security.’

Judges:

Lord Chancellor (Loreburn), Lords Macnaghten, Robertson, and Atkinson

Citations:

[1908] UKHL 972

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 26 April 2022; Ref: scu.621491

Underground Electric Railway Co of London v Commissioners of Inland Revenue: HL 15 Dec 1905

Sec. 56 (2) of the Stamp Act 1891 provides as follows:-‘Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically for a definite period exceeding twenty years or in perpetuity, or for any indefinite period not terminable with life, the conveyance is to be charged in respect of that consideration with ad valorem duty on the total amount which will or may, according to the terms of sale, be payable during the period of twenty years next after the day of the date of the instrument.’
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By an agreement by which a company’s business was sold it was provided that part of the consideration payable to the sellers was to be the annual payment out of profits of a sum equal to a dividend of 3 per cent. on the amount for the time being paid up on such of the original ordinary share capital in the new company as should for the time being have been issued; such payment was however postponed to the payment of a cumulative annual dividend of 5 per cent. to the ordinary shareholders. At the date of the agreement the whole ordinary share capital had been issued, but only about a quarter of it paid up.
Held that under sec. 56 ad valorem duty fell to be paid on a sum representing 3 per cent. on the amount of ordinary share capital paid up at the time of the agreement (that being ‘money payable periodically . . in perpetuity, or for an indefinite period . . ‘) multiplied by twenty, and that it was immaterial that the amount payable periodically was subject to the contingency of there being sufficient funds to pay the 5 per cent. dividend.
Per Lord Lindley-‘There is nothing in sec. 57 which either cuts down or excludes sec. 56.’

Judges:

Lord Chancellor (Halsbury), Lords Robertson and Lindley

Citations:

[1905] UKHL 576, 43 SLR 576

Links:

Bailii

Statutes:

Stamp Act 1891 56(2)

Jurisdiction:

England and Wales

Stamp Duty

Updated: 26 April 2022; Ref: scu.621200

Prunus (Free Movement Of Capital): ECJ 9 Dec 2010

ECJ Free movement of capital – Direct taxation – Tax on the ownership of immovable property situated in a Member State – Immovable property belonging to a legal person – Rules governing exemption from the tax which differentiate according to whether a company has its effective seat in a Member State or in a third country – Application of the principle of free movement of capital to overseas countries and territories – Interpretation of Decisions 91/482/EEC and 2001/822/EC.

Citations:

C-384/09, [2010] EUECJ C-384/09 – O

Links:

Bailii

Jurisdiction:

European

Cited by:

OpinionPrunus (Free Movement Of Capital) ECJ 5-May-2011
Direct taxation – Free movement of capital – Article 64 TFEU – Legal persons established in a non-Member State – Ownership of immovable property located in a Member State – Tax on the market value of that property – Refusal of exemption – Assessment . .
Lists of cited by and citing cases may be incomplete.

Taxes – Other

Updated: 20 April 2022; Ref: scu.427335

Swallow Hotels Ltd v Commissioners of Inland Revenue: ChD 11 Jan 2000

A lease had been granted with an option to take a further term at a later date. New rules came into effect which imposed higher rates of stamp duty on transactions of the nature granted by the option, but exempted transactions entered into pursuant to a contract made before the operative date.
Held: The grant of the option in the lease was such a contract. It was not that when the option was exercised, the contract came into existence.

Citations:

Times 11-Jan-2000

Statutes:

Finance (No 2) Act 1997 49(6)

Stamp Duty

Updated: 10 April 2022; Ref: scu.89649

L M Tenancies 1 Plc v Inland Revenue Commissioners: ChD 11 Jul 1996

Stamp duty not mitigated where consideration ascertainable when lease was executed.

Citations:

Times 11-Jul-1996

Statutes:

Stamp Act 1891 1

Citing:

Appealed toL 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. . .

Cited by:

Appeal fromL 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. . .
Lists of cited by and citing cases may be incomplete.

Stamp Duty

Updated: 09 April 2022; Ref: scu.82881

Lloyd v Revenue and Customs: FTTTx 17 Nov 2017

Stamp Duty : Land Tax – SDLT -discovery assessment – whether disclosure letters made HMRC aware of insufficiency – no – whether assessments served on appellant or at usual or last known place of residence – yes – appeal dismissed

Citations:

[2017] UKFTT 828 (TC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 02 April 2022; Ref: scu.600963

Frosh and Others v Revenue and Customs: UTTC 8 Aug 2017

(Stamp Duty Land Tax) STAMP DUTY LAND TAX (SDLT) – Project Blue scheme – enquiries into land transaction returns – FA 2003, Sch 10 – applications for closure notices – refused by the First-tier Tribunal, [2016] UKFTT 558 (TC), on ground that HMRC had not been provided with information and documents – provision of information and documents in sample cases – invitations to settle.

Citations:

[2017] UKUT 320 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 30 March 2022; Ref: scu.595594

Coolatinney Developments Ltd and Others v Revenue and Customs: FTTTx 15 Apr 2011

Stamp duty land tax (SDLT) – notices of enquiry into land transaction returns (FA 2003, Sch 10, para 12) – letter wrongly referring to self certificate – whether notice effective – whether mistake in the notice -whether s 83(2) prevented notice from being ineffective

Citations:

[2011] UKFTT 252 (TC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 07 February 2022; Ref: scu.442968

Moaref and Another v Revenue and Customs: FTTTx 10 Oct 2020

SDLT – Relief From Higher Charge for Replacement Residence – Schedule 4ZA Finance Act 2003 – relief from higher charge for replacement residence – two apartments bought from different vendors a few weeks apart with the intention of amalgamating to form one – was each one intended to be the purchaser’s only or main residence – no – appeal dismissed

Citations:

[2020] UKFTT 396 (TC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 03 February 2022; Ref: scu.655341

Ladywalk Llp v Revenue and Customs (Stamp Duty Land Tax : Application of Transitional Rules): FTTTx 5 May 2020

STAMP DUTY LAND TAX — application of transitional rules in section 2 of the Stamp Duty Land Tax Act 2015 – whether transaction effected in pursuance of a contract entered into before applicable date – yes – whether contract varied, or other transaction took place, on or after applicable date – no – appeal allowed

Citations:

[2020] UKFTT 207 (TC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 03 February 2022; Ref: scu.651601

Carter and Kennedy v Revenue and Customs: UTTC 1 Dec 2021

STAMP DUTY LAND TAX – discovery assessment – paragraph 30(3)(a) of Schedule 10 to the Finance Act 2003 – whether FTT erred in deciding a hypothetical officer of HMRC could not have been reasonably expected to be aware that an assessment to tax was insufficient on the basis of the information made available when the enquiry period closed – appeal dismissed

Citations:

[2021] UKUT 300 (TCC)

Links:

Bailii

Jurisdiction:

England and Wales

Stamp Duty

Updated: 03 February 2022; Ref: scu.671220

Immobilien Linz Gmbh and Co Kg v Finanzamt Freistadt Rohrbach Urfahr: ECJ 1 Dec 2011

ECJ (Judgment Of The Court (First Chamber)) Taxation – Directive 69/335/EEC – Indirect taxes – Raising of capital – Article 4(2)(b) – Transactions subject to capital duty – Increase in the assets of a company – Contribution made by a member – Absorption of losses by virtue of an undertaking given before the losses were sustained

ECLI:EU:C:2011:800, [2011] EUECJ C-492/10
Bailii
Directive 69/335/EEC
European

Stamp Duty

Updated: 23 January 2022; Ref: scu.569579

Runham and Naramore v Revenue and Customs: FTTTx 17 Jan 2011

STAMP DUTY LAND TAX – Penalty for late filing of return – Did the loss of return in the post constitute a reasonable excuse – Yes – Did the Appellants’ representative act without unreasonable delay after the excuse had ended – Yes – Appeal allowed

[2011] UKFTT 55 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 23 January 2022; Ref: scu.442832

Vardy Proprties and Another v Revenue and Customs: FTTTx 6 Sep 2012

Stamp Duty Land Tax – avoidance scheme – use of unlimited company to contract for purchase of property, followed by reduction of capital and dividend in specie of the property acquired to its parent company – claim for exemption from SDLT under section 45(3) Finance Act 2003 (sub-sale relief) – whether unlimited company had complied with section 270 Companies Act 1985 requirements for initial accounts in respect of declaration of dividend in specie – held no – whether transactions fell within section 45 – held no (though would have done so if section 270 had been complied with) – intermediate purchaser therefore liable to SDLT on the consideration paid by it – ultimate acquirer exempt from SDLT under para 1, Schedule 3 FA03 (market value substitution in section 53 FA03 being displaced by section 54(3) FA03) – appeal of intermediate purchaser therefore dismissed and appeal of ultimate acquirer allowed – position also considered if the Companies Act point had not arisen – appeal of intermediate purchaser would have been allowed and that of ultimate acquirer dismissed

[2012] UKFTT 564 (TC), [2013] STI 67, [2012] SFTD 1398
Bailii
England and Wales

Stamp Duty

Updated: 23 January 2022; Ref: scu.466188

Merchant and Another v Revenue and Customs (Stamp Duty Land Tax – Purchase of Property With Basement Annex): FTTTx 20 Jul 2020

Stamp Duty Land Tax – Purchase of property with basement annex – Whether SDLT return amended within statutory time limit – Whether amendment should have been accepted by HMRC – Validity of enquiry – Validity of closure notice – Whether eligible for Multiple Dwellings Relief – Appeal dismissed

[2020] UKFTT 299 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 20 January 2022; Ref: scu.653143

Commissioners of Inland Revenue v Muller and Co Margarine: HL 1901

The House considered the liability, or not, to stamp duty of an agreement made in the UK. Under the Stamp Act 1891 an agreement made in the UK for the sale of any estate or interest in any property except lands or property locally situate out of the UK was chargeable with ad valorem stamp duty. The particular agreement was for the sale of the premises of a wholesale manufacturing business which was carried on in Germany together with the goodwill of the business, all of whose customers were in Germany.
Held: The goodwill was property locally situate outside the UK.
Lord Macnaghten said: ‘It is very difficult, as it seems to me, to say that goodwill is not property. Goodwill is bought and sold every day. It may be acquired, I think, in any of the different ways in which property is usually acquired. When a man has got it he may keep it as his own. He may vindicate his exclusive right to it if necessary by process of law. He may dispose of it if he will – of course under the conditions attaching to property of that nature.’ and
‘What is goodwill? It is a thing very easy to describe, very difficult to define. It is the benefit and advantage of a good name, reputation, and connection of business. It is the attractive force which brings in custom. It is the one thing which distinguishes an old established business from a new business at its first start. The goodwill of a business must emanate from a particular centre or source. However widely extended or diffused its influence may be, goodwill is worth nothing unless it has a power of attraction sufficient to bring customers home to the source from which it emanates. Goodwill is composed of a variety of elements. It differs in its composition in different trades and in different businesses in the same trade.’
Lord Lindley said: ‘Goodwill regarded as property has no meaning except in connection with some trade, business, or calling. In that connection, I understand the word to include whatever adds value to the business by reason of the situation, name and reputation, connection, introduction to old customers, and agreed absence from competition, or any of these things, and there may be others which do not occur to me. In this wide sense, goodwill is inseparable from the business to which it adds value, and, in my opinion, exists where the business is carried on. Such business may be carried on in one place or country or in several, and if in several there may be several businesses, each having a goodwill of its own.’
Lord Robertson said: ‘I do not accede to the view that the goodwill is affixed or attached to the manufactory. Supposing that the products of the manufactory were all exported to England and sold to English customers, I should find it difficult to hold that the goodwill was out of England merely because the manufactory was. The application of the words ‘locally situate’ would then present a different question, requiring, I should think, a different answer. Again, if the facts as to the distribution of the products were more complicated, as, for example, if the trade were diffused over England and other countries, then the location of the goodwill would be a more complex, although I do not by any means think an insoluble, problem.
I confess I find no repugnancy in affirming of the goodwill of a business that it is locally situate somewhere. It is, I should say, locally situate within the geographical limits which comprehend the seat of the trade, and the trade. That sounds like a very cautious statement, and fortunately it is enough for the present question. It seems to me that in the statute the distinction drawn is between what from a British point of view we should call British property and foreign property; and the goodwill of a business which begins and ends abroad is, I think, property locally situate outside the United Kingdom.’

Lord Macnaghten, Lord Lindley, Lord Robertson
[1901] AC 217
Stamp Act 1891
England and Wales
Cited by:
CitedCondliffe and Another v Sheingold CA 31-Oct-2007
The defendant had taken an assignment of the goodwill of a restaurant from the company of which she was a director. The plaintiffs as assignees of any claims of the company, now in liquidation, said that she was liable to account to them for the . .
CitedHotel Cipriani Srl and Others v Cipriani (Grosvenor Street) Ltd and Others CA 24-Feb-2010
The claimants owned Community and UK trade marks in the name ‘Cipriani’. The defendants operated a restaurant in London using, under the licence of another defendant, the same name. The claimant sought an injunction to prevent further use of the . .
CitedThe Athletes’ Foot Marketing Associates Inc v Cobra Sports Ltd ChD 1980
The plaintiff, which carried on a retail shoe franchising business mainly in the United States, had prospective franchisee in England but had not commenced trading there. There was an awareness in England of the plaintiff’s trade name and activities . .
CitedStarbucks (HK) Ltd and Another v British Sky Broadcasting Group Plc and Others SC 13-May-2015
The court was asked whether, as the appellants contended, a claimant who is seeking to maintain an action in passing off need only establish a reputation among a significant section of the public within the jurisdiction, or whether, as the courts . .

Lists of cited by and citing cases may be incomplete.

Commercial, Intellectual Property, Stamp Duty

Updated: 19 January 2022; Ref: scu.260189

Lumsden v Inland Revenue: HL 20 Jul 1914

The Finance (1909-10) Act 1910, sec. 2 (2), enacts-‘The site value of the land on the occasion on which increment value duty is to be collected shall be taken to be (a) where the occasion is a transfer on sale of the fee-simple of the land, the value of the consideration for the transfer . . subject . . to the like deductions as are made, under the provisions of this part of this Act as to valuation, for the purpose of arriving at the site value of land from the total value.’
Held, by Lord Chancellor Haldane and Lord Shaw, upholding a decision of the Court of Appeal, that the ‘like deductions’ were deductions calculated from a gross value and total value ascertained by valuation as provided in section 25, not ascertained by reference to the consideration, dissenting Lord Moulton and Lord Parmoor, who held that such gross value and total value should be ascertained by reference to the consideration.

Lord Chancellor (Haldane), Lord Shaw, Lord Moulton, and Lord Parmoor
[1914] UKHL 154, 52 SLR 154
Bailii
England and Wales

Stamp Duty

Updated: 17 January 2022; Ref: scu.620726

Albert House Property Finance Pcc Ltd (In Liquidation) and Vale Property Finance PCC Ltd (In Liquidation) v Revenue and Customs (Procedure : SDLT – Earlier Interlocutory Decision): FTTTx 26 Jun 2020

Procedure – SDLT – earlier interlocutory decision – application for own appeals to be struck out on basis that no reasonable prospect of success and/or abuse of process – application for Tribunal to exercise discretion under Rule 5 to bring proceedings to an end – applications refused.

[2020] UKFTT 274 (TC)
Bailii
England and Wales

Stamp Duty

Updated: 13 January 2022; Ref: scu.652720

Lanarkshire County Council v Inland Revenue: HL 7 Jun 1918

The Public Health (Scotland) Act 1897, section 168, enacts-‘All bonds, assignations, conveyances, instruments, agreements, receipts, or other writings made or granted by or to or in favour of the local authority under this Act shall be exempt from stamp duties.
The Housing of the Working Classes Act 1890, section 57 (1), enacts-‘Land for the purposes of this part of this Act may be acquired by a local authority in like manner as if these purposes were purposes of the Public Health Act. . . ‘
Held that the exemption from stamp duty applied only where the local authority was acting under the Public Health Act, and not where acting under the Housing of the Working Classes Act 1890 or the Housing, Town Planning, and co., Act 1909.

Lord Chancellor (Finlay), Viscount Haldane, Lord Dunedin, and Lord Parmoor
[1918] UKHL 504, 55 SLR 504
Bailii
Scotland

Stamp Duty

Updated: 05 January 2022; Ref: scu.631476

APVCO 19 Ltd and Others, Regina (on The Application of) v HM Treasury and Another: CA 30 Jun 2015

The primary issue in this case is whether certain retrospective tax legislation should be declared to be incompatible with the appellants’ rights under the European Convention on Human Rights

Black, Floyd, Vos LJJ
[2015] EWCA Civ 648, [2015] STI 2021, [2015] WLR(D) 279, [2015] BTC 26, [2015] STC 2272
Bailii, WLRD
England and Wales

Human Rights, Taxes Management, Stamp Duty

Updated: 01 January 2022; Ref: scu.549746

Kalatara Holdings Ltd v Benedict Thomas Andersen and Another: Chd 25 Jan 2008

The claimant sought specific performance of a contract to buy land from the defendant. The defendant sought summary dismissal of the claim and forfeiture of the deposit. It had been intended that the property would be ‘rolled over’ on a sub-sale. The owner refused to execute a transfer into the name of the eventual purchaser.
Held: The arrangements would have been possible, and the defendants’ failure amounted to a breach of contract. The defendants were not entitled to rescind the contract and forfeit the deposit.

Evans-Lombe J
[2008] EWHC 86 (Ch)
Bailii
Finance Act 2003 45, Law of Property (Miscellaneous Provisions) Act 1994 2(1)(A)
England and Wales
Citing:
CitedUnion Eagle Limited v Golden Achievement Limited PC 3-Feb-1997
(Hong Kong) The parties had contracted with each other for the sale of land. Completion was to take place on the appointed day at 5:00pm. A ten per cent deposit had been paid, and time had been made of the essence. The seller sought to rescind the . .
CitedRedwell Investments Ltd v 1-3 Cuba Street Ltd CA 14-Dec-2005
Lord Justice Chadwick considered what was meant by actual completion: ‘I accept, of course, that there is no absolute rule that completion takes place when title is transferred . . We were referred to no case in which it has been held that . .
CitedAero Properties Ltd and Another v Citycrest Properties Ltd and Another ChD 6-Feb-2002
Contracts were entered into for the sale of five flats. Completion of each contract was conditional upon simultaneous completion of the others. Completion did not occur, and the defendant sellers issued a notice to complete, then rescinded the . .

Lists of cited by and citing cases may be incomplete.

Land, Contract, Stamp Duty

Updated: 23 December 2021; Ref: scu.263878

Portland Gas Storage Ltd v Revenue and Customs: UTTC 17 Jun 2014

STAMP DUTY LAND TAX – jurisdiction of the First-tier Tax Tribunal – whether Respondents made a decision giving rise to a right of appeal – yes – paragraphs 6, 12, 23, 24 and 35 Schedule 10 Finance Act 2003 – appeal allowed

[2014] UKUT 270 (TCC), [2014] BTC 520, [2014] STI 2406, [2014] STC 2589
Bailii
England and Wales

Stamp Duty

Updated: 17 December 2021; Ref: scu.534516

Commission of The European Communities v Kingdom of Belgium: ECJ 8 May 2008

ECJ (Judgment Of The Court (Seventh Chamber)) Failure of a Member State to fulfil obligations – Directive 2005/19/EC – Common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States – Failure to transpose within the prescribed period

C-392/07, [2008] EUECJ C-392/07
Bailii
Directive 2005/19/EC

European, Corporation Tax, Stamp Duty

Updated: 04 December 2021; Ref: scu.526316

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