TC09562 - [2025] UKFTT 00762 (TC)

I agree with Mr Brinsmead–Stockham that Rossendale and the line of cases to which it referred requires me to determine the facts realistically before I can answer the question of whether CPW continued to hold the Goodwill when it left the CPW Chargeable Gains Group and that therefore, contrary to Mr Gammie’s submission, the legal rights and obligations to which the Agreements gave rise are not the only matters to be taken into account in this respect. Those legal rights and obligations are, of course, of great significance but they need to be considered in the round and in the light of all the surrounding facts.

In Rossendale, the Supreme Court was addressing the question of whether the owner of land – defined as the person entitled to possession of the land – for the purposes of legislation imposing rates on unoccupied land was the registered owner of the land or a special purpose vehicle established without any assets, liabilities or intended business to which a short lease of the land had been granted by the registered owner with the aim of conferring on the special purpose vehicle an entitlement to possession but on terms that enabled the registered owner to recover possession when it identified a potential tenant for the land and in anticipation that the special purpose vehicle would be dissolved or liquidated without discharging the liability to rates.

Lord Briggs and Lord Leggatt JJSC, setting out the judgment of the court, summarised the approach which should be adopted in answering that question as follows: