Upper Tribunal Tax and Chancery Chamber

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

Fecha: 05-Mar-2025

The FTT’s Decision

The FTT’s Decision

26.

The FTT recorded at FTT [6] that it heard expert accountancy evidence from Mr Merris for Nellsar and Mr Lotay for HMRC. In addition, the FTT heard expert valuation evidence from Mr Lock for Nellsar and Ms Thorneagle for HMRC.

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