[2025] UKUT 00005 (TCC)

Under this ground it is argued the FTT erred in wrongly taking account of principles from the UT’s decision in Roger Dyer and Jean Dyer v HMRC [2016] UKUT 0381 (TCC) concerning whether there was a valid contract, given the different circumstances there. Mr Downey submits that there the dispute was over whether there was a contract of services. He also contrasts the appellant’s case as being one where there was no issue between the parties regarding there being a valid contract in place.

The principles the FTT took (at [45]) from Dyer (intention to enter into a legally binding relationship, mutuality of obligation and certainty) were however general ones regarding “the essential characteristics” of the existence of a contract. They were not restricted to the question of whether there was a contract of employment or services or to the particular facts of that case.

Also, as already mentioned, although it was not in issue that there had been a disposal, it was clearly a disputed issue under s28 as to whether a contract transferring the business had been made before 3 December 2014. Even if it was accepted that there was a contract at some point it would still need to be asked when that contract came into existence and here that would entail establishing when a valid contract was made. There was accordingly no error in the FTT considering the question of contract validity and applying principles derived from an Upper Tribunal authority on such question.