TC09562 - [2025] UKFTT 00762 (TC)

It is also the case that the Agreements made no provision for the transfer to BBUK of any of the assets of the Businesses apart from the Goodwill or for the assumption by BBUK of any of the liabilities of the Businesses.

As regards the assets, clause 2.3 of the SPA provided that, except as expressly set out in the agreement, BBUK would acquire no right or title to any asset of the CPW Group. The SPA made no express provision for the transfer of any asset of the CPW Group apart from the Goodwill. Moreover, the further assurance obligation on CPW in clause 11.3 of the SPA required CPW to do all acts and execute all documents as might be required to vest the Goodwill in BBUK. It made no reference to any other asset of the Businesses. It follows that, leaving aside the Goodwill, the SPA made no provision for BBUK to acquire any of the assets which CPW had been using to carry on the Businesses such as customer contracts, debtors, stock or fixed assets.

As regards the liabilities, clause 2.2 of the SPA provided that, except as expressly set out in the agreement, BBUK would assume no liability in respect of the Businesses or any other business of the CPW Group. The SPA made no express provision for BBUK to assume any liability in respect of the Businesses or any other business of the CPW Group, which meant that those liabilities remained with CPW or the relevant member of the CPW Group.

Again, the failure on the part of the Agreements to provide for the transfer to BBUK of any assets of the Businesses apart from the Goodwill or for the assumption by BBUK of any of the liabilities of the Businesses contrasts starkly with the terms of the Prior SPAs, which did make provision to those effects in connection with the transfer of the Businesses to CPW.