UT/2024/000002 - [2025] UKUT 00188 (TCC)

In broad outline the materials comprised an umbrella agreement, the Global Master Services Agreement (“GMSA”) containing generic provisions for the inter (Footnote: ¹)-company provision of services from CBNA to its Affiliates. That in turn referenced further detail in an Expense Allocation Policy (“EAP”). The particular services a given Affiliate received were provided pursuant to an Addendum to the GMSA which the relevant affiliate entered into.

The FTT described the GMSA at [89] as “the legal framework, terms and conditions under which services were provided on an inter-company basis between CBNA and its Affiliates, including SPLC…”.

The GMSA, which came into effect on 1 January 2006 (“the 2006 GMSA”), was then revised and amended in 2010 and 2015 although nothing turns on those changes for the purposes of this appeal. As mentioned below, a further GMSA was entered into on 30 September 2019 (“the 2019 GMSA”). Although that was current during a small part of the relevant period the significance of the changes it made as regard the prior periods are a matter of dispute.

The interoffice memorandum attaching the 2006 GMSA explained how the GMSA “was to be used to substantiate expense allocations and payments among Affiliates of JPMC”, that the agreements referenced other documents (the EAP and Product and Pricing Guide (a granular list of over 5000 cost/expenses products)) accessible on the internal website, and how each affiliate was to execute an Addendum to indicate its agreement to be bound.