Upper Tribunal Tax and Chancery Chamber

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

Fecha: 22-Ene-2025

The FTT Decision

The FTT Decision

102.

Before the FTT, the Appellants had submitted that the Formwise Contract should be interpreted on the basis that the reference to “domain name” incorporated a reference to the company’s website because it was necessary to take into account the “commercial context”.

103.

The FTT considered the case law, including Mannai Investment Company Limited v Eagle Star Insurance Company Limited [1997] AC 749 (“Mannai”) and Arnold v Britton [2015] AC 1619 (Footnote: ⁵) (“Arnold”), together with the evidence as to what the parties had understood, and then held that the only asset transferred was the domain name, for the following reasons:

(1)

In Arnold the Court had held at [18] that “the clearer the natural meaning, the more difficult it is to justify departing from it” and the wording of the Formwise Contract only referred to the domain name.

(2)

The only “context” which was relevant was “what was in the minds of both of the parties to the operative documents”, in this case the trustees of the SSASs and the Employers, and:

(a)

Mr Morris, Formwise’s finance director, was unclear whether the transaction involved a domain name alone, or a domain name plus the website, and thought they were the same thing; while

(b)

there was no evidence from anyone at MLT or MLA who had been involved in the drafting or negotiation of the Formwise Contract.