TC09562 - [2025] UKFTT 00762 (TC)

Fecha: 23-May-2025

Did BBUK carry on the Businesses after the Agreements became effective?

Did BBUK carry on the Businesses after the Agreements became effective?

113.

Just pausing at this stage, it is clear beyond any doubt that, leaving aside the Goodwill, the terms of the Agreements did not give rise, and were not intended to give rise, to a transfer by CPW to BBUK of:

(1)

the Businesses;

(2)

any of the assets of the Businesses;

(3)

any of the liabilities of the Businesses; or

(4)

any of the employees of the Businesses.

114.

However, the terms of the Agreements did provide for the sale to BBUK of the right to carry on the Businesses as principal. Moreover, the Agreements provided that CPW would, insofar as it was able to do so, permit BBUK to assume the conduct of the Businesses and that BBUK would carry on the Businesses with effect from the completion date. They also provided that CPW would deliver to BBUK such items and documents as to enable BBUK to carry on the Businesses. In Mr Gammie’s submission, the legal rights and obligations to which these provisions gave rise meant that BBUK effectively became the owner of the Businesses at the time when the Agreements took effect because there was no difference between, on the one hand, formal ownership of a business, and, on the other hand, the ability to exercise all the rights of ownership of the business by carrying on the business.

115.

I do not propose to address in this decision the question of whether there is a real difference between:

(1)

an agreement under which A agrees to transfer ownership of A’s business to B; and

(2)

an agreement under which A agrees that B can carry on A’s business.

On that question, I will say only that the parties to the transaction must have thought that there was a difference because they took pains to provide for the latter and not the former in the Agreements. However, I do not think that the question needs to be addressed for reasons which will shortly become clear.