UT (Tax & Chancery) UT/2023/000103 - [2025] UKUT 00102 (TCC)

It follows from the analysis above that there was a plain error of law in the FTT’s decision and we must set aside the FTT’s interpretation of the Langford Contract and its conclusion consequent thereon that the loan of £69,000 was an unauthorised payment.

The Langford Contract was supported by the Pinstripe valuation. The FTT received expert valuations of £65,000-75,000 from Ms Cawdron (albeit this included ‘the Langford unregistered sign’ and we were told it was now common ground that the security for the loan did not include that unregistered sign) and from Mr Mann of £500.

In these circumstances, the valuation relied upon by HMRC of £500 was plainly wrong because it was founded on an incorrect interpretation of the Langford Contract. The valuations (of both Pinstripe and Ms Cawdron) may support a conclusion that the loan was secured by a charge of ‘adequate value’ but we do not have sufficient information to be able to decide the point. So we must remit the issue to the FTT and the FTT will have to reconsider the analysis at [120]-[125] of their decision in relation to Langford.

In this regard, we note the FTT’s conclusion at [123] that the value of the unregistered mark (said to be £50,000) had to be excluded from the value of the pension fund at the date of the loan because (it is said) “it is not possible to transfer an unregistered mark”. However, the true principle is that it is not possible to transfer an unregistered mark separately from the goodwill generated by its use.

The Fraser Pension Funding Deal which formed the basis for HMRC’s assessment was the loan to Fraser from the SSAS of £23,000, secured by IP.