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
 23 QBD 579
Stamp Act 1870 70
England and Wales
Cited – 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 . .
Lists of cited by and citing cases may be incomplete.
Updated: 01 November 2021; Ref: scu.268059