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UT (Tax & Chancery) UT/2023/000103 - [2025] UKUT 00102 (TCC)
Fecha: 22-Ene-2025
Overall approach to documentation
Overall approach to documentation
MLA had a “cavalier approach to documentation” [169], which was exemplified by various errors and omissions, such as finalised loan documents which did not contain a figure for the loan amount, and trustee resolutions which were signed but not dated, and/or were incomplete. Examples included the following [168]:
the trustee resolutions for the Gannon and Criticall transactions had information missing;
in the Criticall case the resolution had only been signed by one party; and
in the Criticall sale and leaseback document, the IP assets were defined as “Criticall Limited Software”, rather than the specific software identified by the Coller valuation report.
In addition, the checklists for each of Ballards, Gannon and Criticall Pension Funding Deals had issues outstanding, marked in red, at the time when those Deals were signed off [155].
- Heading
- Introduction
- The appeal grounds
- The Pension Funding Deals and the Employers
- The Legislation
- Payments by registered pension schemes
- Employer loans
- Scheme administration employer payments
- Charges
- Applications for discharge
- Factual background
- MLT and its associated companies
- The Pension Funding Deals generally
- The period up to 2011
- Prisym
- The Formwise Pension Funding Deal
- Langford
- The HMRC meetings
- Fraser
- Ballards
- The credit committee
- Criticall
- Gannon
- Overall approach to documentation
- Lack of challenge to the valuations
- The assessments
- The FTT Decision and the Grounds
- Ground 1: Domain names and websites
- The background
- Formwise
- The Formwise Contract
- The FTT Decision
- Mr Simpson’s submission relating to Mr Morris’ evidence
- Construction of the Formwise contract
- Conclusion
- The Langford Contract
- The evidence and findings of fact
- Construction of the Langford Contract
- Conclusion
- Submissions and our conclusions
- Overall conclusion on Ground 1
- Ground 2: Ballards loan
- The FTT’s approach and the finding
- Edwards v Bairstow challenge
- The other submission
- Ground 3: Gannon database
- Discussion
- Ground 4: Ballards trademark
- The first part of this Ground
- The second part of this Ground
- Our view
- Ground 5: time limits
- The assessment provisions
- The discharge provisions
- Mr Simpson’s submissions
- The Tribunal’s view
- Ground 6: Sending of applications
- Ground 7: Reasonable belief
- The statutory test
- The FTT’s assessment of the reasonable person
- A value judgment
- The FTT’s findings about all three transactions
- MLT’s case
- Ballards
- Mr Simpson’s submissions
- Criticall
- The FTT Decision
- Mr Simpson’s submissions
- Discussion
- Gannon
- Overall
- Ground 8: Just and Reasonable
- The statutory scheme
- The FTT’s Decision
- Mr Simpson’s submissions
- Conclusions