Upper Tribunal Tax and Chancery Chamber

UT-2023-000116; - [2025] UKUT 00164 (TCC)

Fecha: 05-Mar-2025

Disposition

Disposition

194.

We have decided that both Nellsar’s and HMRC’s appeals on all grounds should be dismissed. The Decision, which contains a meticulous examination of the facts and the law, discloses no error.

Heading
Table of contents
Introduction
Background
The issues before the FTT – in outline
The statutory provisions, frs and rics materials
Stamp Duty Land Tax
Companies Act, Financial Reporting Standards and RICS Appraisal and Valuation Manual
The FTT’s Decision
The Decision - Corporation tax legislation
The Decision - Corporation Tax and the Accounting context
The Decision - The Court of Appeal decision in Denning
The Decision - The FTT’s main conclusions on accounting and valuation
The Decision - Stamp Duty Land Tax
The Decision – the FTT’s summary and conclusions
Ground 1: The FTT erred in considering whether there was an open market in assets similar in type and condition to the identifiable assets
Ground 1 : the FTT erred when it stated at FTT [220] that GAAP required the valuation of “only the “identifiable asset” in each case, i.e. assuming there to be no current staff, residents, contracts
Relevant general principles- Grounds 1, 2, 3 and 4(1)
HMRC v Denning [2022] EWCA Civ 909 (“Denning”)
Discussion: Grounds 1, 2, 3 and 4(1)
Nellsar’s appeal - Ground 4 (2)
Nellsar’s appeal - Ground 5
HMRC appeal – Grounds 1 and 2
Disposition
costs
MR JUSTICE MELLOR
The “fair value” concept is explored in detail in FRS 7 “Fair Values in Acquisition Accounting”
In paragraph 2 of FRS 7, the following relevant definitions are set out
The following relevant passages appear in the “Statement of Standard Accounting Practice” section (paragraphs 4-31) of FRS 7
Conclusions