Upper Tribunal Tax and Chancery Chamber

UT (Tax & Chancery) UT/2024/000092 - [2025] UKUT 00331 (TCC)

Fecha: 23-Jun-2025

Ground of appeal

Ground of appeal

43.

The FTT granted permission to appeal on a single ground which applies to both the SDLT assessment and the ATED assessments. The Appellant contends that the FTT erred in its approach to determining the purpose or purposes for which the Option was acquired or held. It is said that the statutory question is the purpose of the acquisition of the land interest for SDLT and the holding of the land interest for ATED and not the purpose of the payment made for that interest. It is not relevant that the Option Sum was high or structured in a way to suit Ms Voice.

44.

The Appellant says that the FTT’s analysis confused the purpose of acquiring and holding the chargeable interest with the purpose of the payment made for the chargeable interest. The FTT wrongly identified the purpose of the Option Agreement rather than the purpose for which the Option was acquired.

45.

It is convenient to deal at this stage with a submission by HMRC that the Appellant’s ground of appeal only challenges the FTT’s finding that one of the purposes of acquiring the Option was to address Ms Voice’s pressing need for funds. It is said that the Appellant has not challenged the FTT’s finding that there were two other purposes, namely preventing a sale of the Property to a third party and providing the Appellant with time to raise funds to acquire and develop the Property. In the absence of such a challenge it is said that the Appellant’s appeal could not succeed because there were two other non-qualifying purposes and the FTT was entitled to find that relief was not available because of the existence of those purposes.

46.

We do not accept HMRC’s submission as to the scope of the appeal. The Appellant’s grounds of appeal state as follows:

11.

The question is why the interest in the land was acquired and then held, not why the amount paid for it was paid. It is plain from the decision that the reason for the payment profile is what led the Tribunal to the view it took at §99 but that does not reflect the distinction between the acquisition of the interest in the land and the price paid for it.

47.

We take that to be a challenge to the composite finding at [99] that the existence of three other purposes meant that the Option was not acquired exclusively for the purpose of development and resale in the course of the Appellant’s property development trade.

48.

HMRC also has a cross-appeal. They contend that the FTT erred in law in concluding that an additional purpose of acquiring and holding the Option was to abstain from interfering with Ms Voice’s occupation of the Property during the period between the grant of the Option and its exercise. There is no challenge to the FTT’s finding at [110] that Ms Voice occupied the Property by virtue of her rights as the freehold owner. However, it is said that the reason Ms Voice’s right to occupy as freeholder was unrestricted was because the Option Agreement stipulated that the Option could not be exercised for five years. It is said that the FTT fell into error by conflating the purpose relating to Ms Voice’s occupation with the question of whether the Appellant permitted Ms Voice to occupy the Property, which can be seen from the brevity of the reasoning at [110].