TC09562 - [2025] UKFTT 00762 (TC)

I agree with Mr Brinsmead–Stockham that the transaction effected by the Agreements did not mean that CPW ceased to be the owner of the Goodwill or the Businesses. On the contrary, for the reasons which I have set out in some detail in relation to Issue Three, when the facts are viewed realistically, it was not intended that CPW would surrender its rights in the Goodwill or lose its ability to benefit from the future profits of the Businesses in any way. Instead, the intention of the parties was that CPW would continue to own the Goodwill and carry on the Businesses on its own account and that it would simply be obliged to pay to BBUK amounts equal to a fixed percentage of the future gross revenues of the Businesses.

On that analysis, after the Agreements became effective, CPW continued to be entitled to the profits of the Businesses (subject to its obligation to make the payments to BBUK mentioned above) and remained free to dispose of the Goodwill and the Businesses as it chose, including to BBUK. The fact that it was required to pay to BBUK amounts equal to a fixed percentage of the future gross revenues of the Businesses did not preclude it from turning to account either the Goodwill or the Businesses or, for that matter, any asset of the Businesses other than the Goodwill.