CL-2018-000297, CL-2018-000404, CL-2018-000590, - [2025] EWHC 2364 (Comm)

For each USPF or LabCo that participated in Solo Model trading, there was a consultancy services agreement between the USPF/LabCo itself or the principal behind it (directly or through a corporate vehicle) and Ganymede, providing that the successful provision of consultancy services by Ganymede would entitle it to fees. Pursuant to those agreements, Ganymede invoiced for consultancy services supposedly provided by it, as the means by which it would take most of the proceeds of tax refund claims generated from Solo Model trading. Until mid-2013, the Tax Agents paid the USPFs (net of the Tax Agents’ fees) and the USPFs made onward payments to Ganymede; thereafter, the Tax Agents paid the amounts intended for Ganymede to SCP, and SCP paid Ganymede.

Ganymede thus received from the Original Argre Plans and the Zeta Plans 66.6% and 60% respectively of their net tax reclaim proceeds, 75% from the New Argre Plans, between 76.5% and 80% from the LabCos, and 95% from the Standard Credit Plans, Further Tucci/Bradley Plans, Godson Plans, Further Crescenzo Plans, and Lehman Plans. Ganymede was paid only if and after a tax refund payment had been received from SKAT.

There were in fact no consultancy services, or agreements for Ganymede to provide such services. The language of consultancy or advisory services was a euphemism for the provision by Sanjay Shah of access to the Solo Model, in return for which (through Ganymede) he would take most of any profit (see paragraph 118 above). The obvious dishonesty of documenting things in that way was relied on by SKAT in support of its allegations of fault and knowledge as they arise in the context of the causes of action it advances; but there was no freestanding point taken as to whether the true arrangement, i.e. the nature and extent of the Sanjay Shah/Ganymede profit share, itself affected the validity of the tax refund claims from which any profit to be shared would be and was generated. The point on the way the Ganymede profit share was documented was weakened substantially anyway by the fact that in the early period of the Solo Model, the agreements were explicit that what was to be shared between Ganymede and the client were tax refund claim proceeds, as remuneration for “tax reclaim advisory services provided by [Ganymede]”.

In turn, Ganymede made payments, directly or (from May 2015) via four BVI companies established for the purpose, Parla, Fire, Philo and Acai (the ‘mini-Ganymedes’). The mini-Ganymedes were owned and nominally controlled by Usha Shah, but she acted at all times solely on Sanjay Shah’s instructions in relation to them, and they were transferred to Elysium Global in October 2015. Payments were made to:

The arrangements with introducers and trading counterparties were documented as consultancy services agreements, treating them as consultants to Ganymede and providing that the successful provision of consultancy services would entitle them to fees payable by Ganymede. Here also, there were in reality no such agreements or services, and there was no honest reason for documenting the fiction. The true arrangement was simply that Sanjay Shah, acting through Ganymede, was happy to pay substantial sums (in absolute terms, even if at the same time modest percentages of the tax reclaim profits to be generated) for the availability of tax-exempt entities or trading counterparties for the Solo Model trading operation.