Upper Tribunal Tax and Chancery Chamber

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

Fecha: 22-Ene-2025

The Pension Funding Deals and the Employers

The Pension Funding Deals and the Employers

10.

The FTT considered three types of funding transaction (“the Pension Funding Deals”):

(1)

loans made from the pension fund to the employer, secured by a charge over
IP assets owned by the employer (“loans”);

(2)

a sale from the employer to the pension fund of IP assets and their lease back to the Employer for regular payments consisting of both interest and capital (“sale and leaseback”); and

(3)

a sale from the employer to the pension fund of IP assets and their licence back to the employer on an “interest only” basis (“sale and licence back”).

11.

Under the Pension Funding Deals, IP relating to software, trademarks, domain names, websites and databases were transferred to the Employers’ pension fund in exchange for cash. The Employers and the Pension Funding Deals were as follows:

(1)

Prisym ID Ltd (“Prisym”), May 2009: sale and licence back (Footnote: ³) of software.

(2)

Formwise Washrooms Ltd (“Formwise”), July 2009: sale and leaseback.

(3)

Langford Performance Engineering Ltd (“Langford”), March 2011: loan.

(4)

Louis Fraser Ltd (“Fraser”), July 2012: loan.

(5)

Ballards Removals Ltd (“Ballards”), September 2012: loan.

(6)

Criticall Ltd (“Criticall”), November 2014: sale and leaseback of software.

(7)

Gannon Associates Ltd (“Gannon”), January 2015: sale and leaseback of non-registered trade mark, domain name and website, and customer database.

12.

The FTT’s findings as to the nature of the IP transferred by Formwise, Langford and Fraser were challenged by MLT as Ground 1 of this appeal, as we explain below.