UT (Tax & Chancery) UT-2022-0000150 - [2024] UKUT 00254 (TCC)

The Authority refused the Application because it was not satisfied that Mr Kalaris was a fit and proper person to perform the Chief Executive and Executive Director functions for Saranac. The Decision was based on the replies given by Mr Kalaris during the Interviews in relation to the capital raising and the GenVen Report.

In relation to the capital raising, we made findings of fact based on the same documentary evidence as that considered by the Authority, together with Mr Kalaris’s witness evidence. Having done so, we found Mr Kalaris had not been candid in his answers to three of the questions asked by the Authority during the 2013 Interview and that one of his answers was dishonest. Our conclusion was thus the same as that of the Authority.

In relation to the GenVen Report, the Decision was based on:

For the reasons given at §52ff, we rejected Mr Stanley’s submission that we should place weight on Tinney,and we also did not take Mr Mason’s note into account, see §62. However, having considered the other documentary evidence (which was not in dispute) together with Mr Kalaris’s witness evidence, we decided he had given dishonest responses in the course of the 2014 Interview. This too was the same conclusion as that reached by the Authority.

In Tinney, the Tribunal recorded that Mr Tinney had “been reflecting on his conduct in that time and that his remorse is genuine”. Mr Stanley rightly pointed out that was not the position taken by Mr Kalaris, who had instead reiterated that he had acted entirely appropriately. In relation to the 2013 Interview he said “I did not (and still do not) consider I had done anything wrong”, and in relation to the 2014 Interview that “I believe I was completely honest and open with the Authority”. Mr Stanley contrasted this with a (hypothetical) applicant who might have said:

“Well, I don’t think that actually was the correct answer at the time. I’m sorry that I got that wrong. I made a mistake. I wouldn’t do that again.”

Having considered the Interviews, and Mr Kalaris’s approach at the hearing to those Interviews, we went on to make the following findings on the basis of evidence which had not been taken into account by the Authority.

It is true that those findings are inconsistent with the Decision reached by the Authority. However, they are significantly outweighed by the seriousness of our findings about Mr Kalaris’s dishonesty and lack of candour. We are in no doubt that if the matter were remitted, the Authority would inevitably come to the same conclusion, see Soszynski at [35] cited earlier in this judgment. Furthermore, we find that the position would be the same if we had made a finding of dishonesty in relation to only one of the Interviews. The Reference is therefore dismissed. Our decision is unanimous.

We are grateful to Mr Stanley and Mr Winter for their helpful oral and written submissions. We also thank the members of their legal teams, who prepared the case for the hearing, including the comprehensive Bundle.