TC09562 - [2025] UKFTT 00762 (TC)

The logical starting point is to note that the question in issue in the present proceedings is whether, for the purposes of Section 179(3), at the time when CPW left the CPW Chargeable Gains Group, it continued to hold the Goodwill, which was the asset that it had acquired from the Vendor Companies when it acquired the Businesses.

Mr Gammie submitted that this question was not a matter of statutory construction because the meaning of Section 179(3) was clear. It was common ground that the only thing that needed to be determined was whether CPW continued to own the Goodwill at the point when it left the CPW Chargeable Gains Group. The answer to that question depended solely on the legal rights and obligations to which the Agreements gave rise. That was solely a matter of contractual construction and not a matter of statutory construction.

It followed from this that the line of cases relating to statutory construction commencing with WT Ramsay Limited v Inland Revenue Commissioners [1982] AC 300 and recently embodied in the Supreme Court decision in Rossendale Borough Council v Hurstwood Properties (A) Limited and others, Wigan Council v Property Alliance Group Limited [2022] AC 690 (“Rossendale”) was irrelevant. This was not a case where it was necessary to consider whether the facts, viewed realistically, fell within the ambit of the relevant statutory provision, viewed purposively.

Mr Brinsmead–Stockham said that, on the contrary, the correct approach to construing and applying legislation was that set out in Rossendale and the earlier cases to which it referred. This required considering whether the relevant statutory provision (Section 179(3)), construed purposively, was intended to apply to the transaction, viewed realistically – see Collector of Stamp Revenue v Arrowtown Assets Limited [2003] 6 ITLR 454 at paragraph [35]. In this case, there was no dispute between the parties as to the correct purposive construction of Section 179(3). However, there was a dispute between them as to the relevant facts, viewed realistically. Those facts needed to be determined before it could be determined whether CPW should be treated as having continued to hold the Goodwill at the time when it left the CPW Chargeable Gains Group.