Upper Tribunal Tax and Chancery Chamber

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

Fecha: 22-Ene-2025

Gannon

Gannon

77.

Gannon was a personal services company [90] which provided Mr Gannon’s management consulting services to clients [98]. In 2015, Mr Gannon’s ill-health caused a downturn in the company’s profits [99].

78.

The valuation was carried out on 5 January 2015 by Mr Robinson for Metis [94]; Mr Robinson had extensive experience in IP valuation [182]. He had no direct contact with Mr Gannon [99], but reviewed a standard bundle of financial information provided by MLA and provided a valuation on a “fair value” basis on the understanding that MLA clients wanted a high valuation for their assets. He decided it was not possible to provide a market-based valuation because there was insufficient market information. Before he gave an indicative valuation, Mr Robinson was aware of how much an MLA client such as Gannon wanted to raise in funding [183].

79.

In his valuation, which was seen by the FTT [97], Mr Robinson valued the following assets at £22,500 [94]:

(1)

a “trademark” which consisted of a headshot of Mr Gannon himself and a strap line, with no reference to the Gannon name at all [90];

(2)

a “database” of Mr Gannon’s own client list [90], made up of some 1,500 names from 80 clients [97]; this was valued at between £16,000 and £5,000, although Mr Robinson did not see the database [83]. It was also not provided in evidence at the FTT hearing [97]; and

(3)

a website and domain name [90]; the website was “brochure style” [84].

80.

On 28 January 2015:

(1)

a sale and leaseback agreement was signed between Gannon and its SSAS [97] under which Gannon received £25,000 and the SSAS agreed to lease the IP back for £675 a month for five years;

(2)

the SSAS made a loan to Gannon of £75,000; and

(3)

Gannon entered into a debenture which referred to a charge over assets of Gannon including “all of the intellectual property and all fees and royalties delivered from or incidental to the intellectual property” [97].

81.

No-one at MLA [205]:

(1)

looked at the Gannon database;

(2)

looked critically at the Metis valuation of a website/trademark which was clearly tailored specifically to Mr Gannon and therefore unlikely to be valuable to anyone but him;

(3)

critically evaluated the financial inputs used by Metis;

(4)

checked the precise terms of the documentation signed by Gannon, including the impact of entering into a general debenture on the same date as the sale and leaseback over IP; or

(5)

checked whether the Gannon trademark was actually registered, despite
the impact this had on its value.