Frances Delaney v The Commissioners for HMRC

Frances Delaney v The Commissioners for HMRC

The Tribunal found that there was no unconditional contract for the disposal of the goodwill in the Appellant’s business prior to 3 December 2014. The evidence showed only preparatory steps and lacked certainty as to terms, price, and necessary conditions such as premises and registration. Therefore, Entrepreneurs’ Relief was not available, and the appeal was dismissed.

Parties
Appellant: Frances Delaney; Respondents: The Commissioners for His Majesty’s Revenue and Customs
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Tax Appeal / First Tier Tribunal Judgment
Outcome
Appeal dismissed
Legal Topics
Capital Gains Tax, Entrepreneurs’ Relief, Goodwill Transfer, Close Company Transactions, Section 28 TCGA 1992
Tax Law Capital Gains Tax Entrepreneurs’ Relief Goodwill Transfer Close Company Transactions Section 28 TCGA 1992

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Parties

Frances Delaney

Appellant

The Commissioners for His Majesty’s Revenue and Customs

Respondents

Procedural Posture

Tax Appeal / First Tier Tribunal Judgment

Legal Issues

  1. 1 Whether there was an unconditional contract for the disposal of goodwill prior to 3 December 2014 for the purposes of Entrepreneurs’ Relief under TCGA 1992
  2. 2 Whether the contract for disposal is deemed to have been made earlier than 3 December 2014 under section 28 TCGA 1992

Ratio Decidendi

The Tribunal found that there was no unconditional contract for the disposal of the goodwill in the Appellant’s business prior to 3 December 2014. The evidence showed only preparatory steps and lacked certainty as to terms, price, and necessary conditions such as premises and registration. Therefore, Entrepreneurs’ Relief was not available, and the appeal was dismissed.

Court Disposition

Appeal dismissed

Orders

  • Entrepreneurs’ Relief is not available to the Appellant for the disposal of goodwill to MDNSL.
  • The amendment to the Appellant’s capital gains tax calculation stands, increasing tax payable by £196,902.