![UT/2024/000002 - [2025] UKUT 00188 (TCC)](https://backend.juristeca.com/files/emisores/logo_ICfrj4g.png){kind=logo}
The Addendum
The Addendum
The draft Addendum accompanying the 2006 GMSA provided as follows:
“1. Services. Services within the scope of the Product and Price Guide that are provided by JPMC Affiliate as a Provider, or received by JPMC Affiliate as a Recipient, will be described in detail in the Product and Price Guide. Other Services will be as described in a Schedule or Schedules attached hereto and made a part hereof. [The FTT explained that there were no schedules relevant to this.]
2. Compensation. For Services listed in the Product and Price Guide (as the same may be amended from time to time), JPMC Affiliate agrees to be bound by the provisions of the Master Service Agreement and this Addendum, both in charging for Services it provides to, and paying for Services it receives from, other Affiliates. With respect to other Services provided to JPMC Affiliate by an Affiliate, the JPMC Affiliate agrees to pay the Affiliate the amounts set forth on the applicable Schedule.”
- 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