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Actual invoices
Actual invoices
As regards actual invoices, the FTT explained ([138] and [139]):
The invoices produced show two different levels of detail. The first page shows the relevant service by description, using the appropriate of the above 22 service descriptions (or so many of them as are relevant). On subsequent pages the same service descriptions are itemised and are broken down and grouped by reference to the “receiving business area”.
Each invoice is accompanied by an even more detailed breakdown, often running into thousands of pages, which is organised by the recipient business area, and then by the service descriptions. The additional detail is the specific Expense Products which have been amalgamated to make up the identified service, together with itemised amounts of those Expense Products.
We were taken to an example of one of the actual invoices dated September 2013 between CBNA and JP Morgan Securities Ltd – that listed amounts next to 17 of the 22 categories totalling $30,173,917.26. On the remaining page there were details of each receiving business area with the relevant element(s) and figures(s) in respect of the 22 categories. These did not specifically identify the seven business areas as described before us.
- Heading
- Introduction
- Legal principles relevant to single vs multiple supplies issue
- The FTT Decision - background facts
- Group structure
- Contractual materials
- The 2006 GMSA
- The Addendum
- The Expense Allocation Policy
- Specimen Invoice
- The Inter-entity tax invoicing tool
- Actual invoices
- The 2019 GMSA
- The FTT’s reasoning on the single vs multiple supply issue
- Grounds of appeal
- Ground 1: The FTT misconstrued key aspects of the contracts in issue before it
- Discussion
- Ground 2 : the FTT ignored other aspects of those contracts that were material
- Key provisions of the 2019 GMSA inconsistent?
- Ground 3: The FTT concluded that because the contracts reflected economic reality, it was not necessary to ‘go behind’ them, and so failed to (i) recognise the limitations of those contracts and (ii)
- Ground 4: the FTT misapplied the key factors of indivisibility and indispensability, equating those factors with the existence of ‘close links’ and ‘necessity’
- Ground 5: The FTT misapplied the concept of separate availability
- Ground 6: The FTT placed undue (and in any event incorrect) reliance on invoicing
- Other submissions – who is the typical consumer?
- Conclusion on single vs. multiple supplies grounds
- The exemption issue
- Law
- The FTT Decision regarding the Exemption issue
- Scope of securities exemption
- Case-law on securities exemption
- Discussion on scope of securities exemption
- CBNA’s ground of appeal that the FTT’s conclusion was inconsistent with other findings
- Negotiation in securities?
- Edwards v Bairstow errors
- CBNA’s challenge to application of principles to facts
- Conclusion on exemption issue
- The classification issue
- Conclusions