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Attorney General of Canada, 2017 ABCA 393-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission cannot use general equitable jurisdiction to do an end run around the narrow (post- Fairmont) rectification doctrine A last-minute requirement of a lender (“ATB”) to the target corporation (“Krang Energy”) for ATBH’s loan to be repaid on closing resulted in the purchase price being reduced by $35M and that amount being lent by an affiliate of the buyer (a predecessor (“Viking Holdings”) to the appellant in this action) to Krang Energy to fund the loan repayment. ... The means that the parties utilized in pursuit of their goal of a tax-neutral transaction – and not the goal of tax neutrality – are the primary focus of a rectification application. ... There is no principled basis, in the guise of exercising our equitable jurisdiction, to pump theoretical steroids into the rectification doctrine and give it the strength or force that the Supreme Court of Canada recently and consistently has declined to do. … ...

Barker v Baxendale Walker Solicitors (a firm) & Anor, [2017] EWCA Civ 2056-- summary under Negligence, Fiduciary Duty and Fault Summary Under Tax Topics- General Concepts- Negligence, Fiduciary Duty and Fault tax solicitor was negligent in not advising of the risk of an alternative interpretation Mr Baxendale-Walker, the sole equity partner in a law firm specializing in advising on tax-avoidance schemes, charged the taxpayer (Mr Barker) a fee of £2.4 million in advising on a scheme which Mr Barker implemented with a view to avoiding capital gains tax and inheritance tax respecting his shares of a private company. ... Turning to the negligence issue and in setting the stage, Asplin LJ stated (at paras 59 and 61): …The question is whether in the light of all the circumstances no reasonably competent solicitor in the position of the Respondents would have failed to give the specific warning that there was a significant risk that the EBT arrangement would fail to be tax effective because of the post-death exclusion construction. … …[I]t is perfectly possible to be correct about the construction of a provision or, at least, not negligent in that regard, but nevertheless to be under a duty to point out the risks involved and to have been negligent in not having done so …. In allowing the appeal, Asplin LJ found (at para 71): … [T]here was a significant risk that the … arrangement would not work as a result of the post-death exclusion construction which was centrally important to its structure and the likelihood that the promised tax advantages would be delivered. ...

Clark v HM Revenue and Customs, [2020] EWCA Civ 204-- summary under Payment & Receipt Summary Under Tax Topics- General Concepts- Payment & Receipt there can be a payment even where there is a resulting trust in favour of the payor The taxpayer, a retired UK businessman, implemented a scheme to transfer funds (the “Suffolk Life Transfer") from his self-invested personal pension plan ("SIPP") to a second pension scheme (the “LML Pension,” of which the taxpayer was the sole member and whose named employer was a Cyprus company that entered into an employment contract with the taxpayer) in order to free up those funds for investment by him in the London residential property market. ... Unbeknownst to the participants, the LML Pension was void for uncertainty, as to which Henderson LJ stated (at para. 37): It is agreed … that the effect of the failure of the trusts of the LML Pension is that the transfer conveyed only bare legal title to the money, because an immediate resulting trust arose by operation of law. ... The money was intended to pass from the control and supervision of one registered pension scheme to another …. ...

BCM Cayman LP & Anor v Commissioners for His Majesty's Revenue and Customs, [2023] EWCA Civ 1179-- summary under Corporation Summary Under Tax Topics- Income Tax Act- Section 248- Subsection 248(1)- Corporation UK LLP is a corporation In the course of finding that an unincorporated body (a Cayman LP) could not be a member of a UK LLP, Whipple LJ stated (at para. 47): UK LLP is a UK corporate body governed by the Limited Liability Partnership Act 2000 which imposes a number of requirements, including … the requirement that members must subscribe their name to the incorporation document …. ...

Revenue and Customs v Frank A Smart & Son Ltd (Scotland), [2019] UKSC 39-- summary under Subsection 141.01(2) Summary Under Tax Topics- Excise Tax Act- Section 141.01- Subsection 141.01(2) input credits were available for fund raising costs of a taxable business The taxpayer (“FASL”) purchased entitlements to an EU farm subsidy, the Single Farm Payment (“SFP”). ... The needed link exists if the acquired goods and services are part of the cost components of that person’s taxable transactions which utilise those goods and services …. iii) Alternatively, there must be a direct and immediate link between those acquired goods and services and the whole of the taxable person’s economic activity because their cost forms part of that business’s overheads and thus a component part of the price of its products …. iv) Where the taxable person acquires professional services for an initial fund-raising transaction which is outside the scope of VAT, that use of the services does not prevent it from deducting the VAT payable on those services as input tax and retaining that deduction if its purpose in fund-raising, objectively ascertained, was to fund its economic activity and it later uses the funds raised to develop its business of providing taxable supplies. … v) Where the cost of the acquired services, including services relating to fund-raising, are a cost component of downstream activities of the taxable person which are either exempt transactions or transactions outside the scope of VAT, the VAT paid on such services is not deductible as input tax. … Where the taxable person carries on taxable transactions, exempt transactions and transactions outside the scope of VAT, the VAT paid on the services it has acquired has to be apportioned under article 173 of the PVD. vi) The right to deduct VAT as input tax arises immediately when the deductible tax becomes chargeable …. vii) The purpose of the taxable person in carrying out the fund-raising is a question of fact which the court determines by having regard to objective evidence. ...

BCM Cayman LP & Anor v Commissioners for His Majesty's Revenue and Customs, [2023] EWCA Civ 1179-- summary under Subsection 102(2) Summary Under Tax Topics- Income Tax Act- 101-110- Section 102- Subsection 102(2) a two-tier partnership structure can be legally respected as such if the upper-tier partnership is a limited partnership The taxpayer (“Cayman Ltd.”) was a Cayman company which was the general partner of a Cayman LP (“Cayman LP”). ... He was not considering the position of limited partners in a limited partnership, whose role is limited and circumscribed by statute. … Cayman LP's business was carried on by its general partner (Cayman Ltd) and … the limited partners (including Fyled) were prohibited by Cayman law from taking part in Cayman LP's business …. ... A further basis for finding that Fyled was not a member of the UK LLP was that Cayman LP could not (and was not) recorded as a member of the UK LLP, nor was Fyled (para. 47): In any event, UK LLP is a UK corporate body governed by the Limited Liability Partnership Act 2000 which imposes a number of requirements, including … the requirement that members must subscribe their name to the incorporation document …. ...

Amos-Yeo, [2015] EWHC 2480 (Ch)-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission number of transferred shares rectified to access capital gains incentive In order that the life tenants of two trusts (the 1968 and 1987 settlements) could access a reduced rate of U.K. capital gains tax on a sale of shares of a company held by the two trusts, it was necessary that they have held 5% of the nominal capital and of the voting rights for one year prior to closing the sale. ... In granting an application to rectify the agreements for the sales to the life tenants to increase the number of shares sold, the Court stated (at paras. 29, 36, 38): As Barling J in Giles, [2014] EWHC 1373 points out, the distinction drawn in this criterion is between a mistake as to the effect of a document and a misapprehension of what the fiscal or other consequences are of a document which does not in fact misimplement the parties' or donor's intention. … [T]he parties' intention was that the defendants should receive…enough shares…to satisfy the ER requirements. ... …[T] herefore the claimants have shown a sufficient mistake to found the jurisdiction to rectify the agreements. … [T]he parties to the agreements had a sufficiently specific intention which was not reflected in the agreements as executed by them. ...

BLP Group plc v Commissioners of Customs & Excise, [1995] EUECJ C-4/94 (ECJ (5th Chamber))-- summary under Supply Summary Under Tax Topics- Excise Tax Act- Section 123- Subsection 123(1)- Supply mere borrowing of money is not a supply BLP was a management holding company which provided services to a group of trading companies producing goods for use in the furniture and DIY industries. ... In finding that taking out a loan did not involve a VATable transaction by the borrower at all, even if it pays interest (it was the mere recipient of a service provided by the lender) the Court stated (at para. 47): The taking up of a loan and the selling of an interest in a company are not … operations of the same type for the purposes of the VAT system — nor are they, moreover, for an undertaking's operational purposes, since the income from the sale of shares is part of the undertaking's own resources, whereas the loan is part of its borrowed resources — because that system focuses on transactions and makes a clear distinction between taxable and exempt transactions. ...

Attorney General of Canada, 2024 ONSC 1955-- summary under Rectification & Rescission Summary Under Tax Topics- General Concepts- Rectification & Rescission trust allocation resolution rectified so as to set out specific amounts After a discretionary family trust realized a capital gain from a share sale, the sole trustee passed a resolution in that year providing that “[t]he income of the Trust be allocated to the [three stated] Beneficiaries of the Trust payable by way of demand Promissory Note in such amounts to be determined when the income of the Trust is ascertained ….” ... Rady J found that the evidence established that there was an agreement to allocate at least $375,000 (i.e., ½ of the capital gains amount eligible for the capital gains deduction) to each of the three beneficiaries, although there was insufficient evidence to establish that the entire taxable capital gain was agreed to be so allocated. ...

., [2001] 1 All ER 865 (HL)-- summary under Payment & Receipt Summary Under Tax Topics- General Concepts- Payment & Receipt interest paid with loan In order to generate an interest deduction for accrued interest owing by an insolvent company ("WIL") to its shareholder (a pension fund) pursuant to a provision of the Corporation Taxes Act 1988 (U.K.) which required that interest be paid in order to be deductible, the pension fund lent money to WIL with WIL using the borrowed proceeds to pay the outstanding arrears of interest. In finding that this arrangement was effective, Lord Nicholls stated (at pp. 868-869) that " prima facie, payment of interest in s. 338 has its normal legal meaning, and connotes simple satisfaction of the obligation to pay.... ...