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

It is also argued that the FTT’s conclusion on a single supply is inconsistent with the express distinction drawn in Appendix C between Business Delivery Services (that related directly to transactions entered into with clients) and Support Services (that provided more generic business support “one stage removed” from such transactions), and with the fact that clause 3b) provided the monthly invoices “shall identify the Service(s) provided and for each such Service the compensation due..”. The Appellant notes the attribution of specific services to individual business areas was consistent with the specimen and actual invoices under the earlier GMSAs and should not have been ignored.

We reject this submission. The FTT clearly appreciated the provisions at Appendix C describing them as “new” and going on to set them out at detail at [132]. In the following paragraph it recorded how Appendix D itemised services which aligned with the Business Delivery and Support Services described in Appendix C. It also noted (at [282]) in relation to Appendix C the distinction that Mr Hitchmough relies on between support to client transactions and those more residual. There can thus be no issue regarding the FTT not understanding the materials before it relied on by the Appellant.

There is also no inconsistency between the points relied on above by the Appellant and the FTT’s conclusion that the services were undifferentiated. As mentioned above the FTT concluded on the basis of its analysis of the contractual arrangements that there was a single service. Having found that nothing had changed in substance, as it was entitled to in view of the evidence it heard to that effect, and having concluded that just the descriptions had changed, it remained open to the FTT to conclude the services remained undifferentiated despite the 2019 GMSA changes. There is also nothing in the point that the invoices were consistent with the earlier specimens and itemisation there. To the extent invoices itemised services according to certain descriptions that would not mean the FTT was not entitled nevertheless to consider that the provision of service remained an undifferentiated provision of support function service.

There was accordingly no error as suggested in the FTT’s treatment of the 2019 GMSA or any inconsistency, as the Appellant argues, with the FTT’s statement that it had taken the contractual documents “as a whole” in reaching its conclusion. The FTT had clearly taken the 2019 GMSA into account but had simply reached a different view on its significance to the Appellant.

Ground 2 therefore fails.