“Each year, once the draft accounts had been completed, I would have a meeting with [Mr Turner] and Mr Wright to talk them through the draft figures, question them about queries that had arisen, and to do what I could to help them understand the figures that they would be asked to approve. As part of this process each year, the movements of funds to and from Mr Wright were discussed. In some years, Mr Wright had been paid more than the available dividend and he was asked to repay to [MWS] the excess. Accordingly, identifying and agreeing these movements was always of importance in our meetings.” 21. These accounts were called “C Wright loan account movements” and they were, in reality, accounts that recorded movements of funds to and from CW as recorded in the accounts of MWS and TWI. The accounts did not identify the purpose of any payment so that they cannot be used to identify whether a particular payment was made to CW as a share sale consideration instalment payment, a loan repayment, a dividend payment or a consultancy fee repayment. The true nature of the payment was further masked by the movement of funds to and from CW was shown treating TWI and MWS as a single group. The dispute that has arisen is as to whether 21 of the payments recorded as having been made in the period 2003 to 2008 were paid as a share sale consideration payment or in some other guise. 22. Much of the dispute arises because NT now contends that no consultancy fees are or ever were due to CW since his consultancy services were given entirely gratuitously. This contention is based almost entirely on the fact that no written contract of engagement was ever entered into although it is accepted that CW worked extensively for and within the offices of MWS. These services were, in the absence of a formal agreement, alleged to have been provided solely to preserve CW’s ability to receive full payment for his outstanding share sale consideration. However, the services provided were far in excess of anything that could be described as the preservation of MWS’s ability to service its indebtedness to CW. Moreover, it was clearly accepted in 2005 that MWS had a liability to pay for CW’s consultancy services. CW had been paid£29,373.14 by MWS for consultancy fees in the tax year ending31 March 2005 . Mr Pritchard, who acted as the accountant for both companies and CW, wrote to CW in a letter dated17 August 2005 : “Dear Colin I enclose your 2005 Tax Return, duly completed on the basis of the information provided, for your review and approval. … I have entered the consultancy fees from [MWS] as£29,373.14 . Please confirm your agreement to this figure and supply details of any expenditure which can be expensed against this income. In particular, if there are reimbursed expenses included in the consultancy fees, I will need a breakdown of these.” 23. Although there was subsequent discussion as to the “repayment” of some of these fees because the amounts paid for consultancy were greater than the available funds to pay them out of the agreed source of payments, the 2005 Tax Return submitted for CW included this sum for consultancy fees. This is the clearest possible evidence that CW and MWS had not only agreed that CW would be paid for his consultancy work for MWS, he received a substantial payment for it in 2004 – 2005 and returned that payment as income from his consultancy in his tax return and paid income tax on that sum. (3) C Wright Loan Account Movements 24. In using the documents entitled C Wright Loan Account Movements as an aid to concluding what is the source or purpose of any movement of funds that they record, it is necessary to take account of their purpose and origins and the terms of the share sale and shareholders’ agreements. The documents are deceptively entitled “Loan Account Movements”