Fairway Lakes Ltd v Revenue & Customs (VAT - SUPPLY : Single or multiple) [2015] UKFTT 0605 (TC)

FTT-Tax
Fairway Lakes Ltd v Revenue & Customs (VAT - SUPPLY : Single or multiple)
[2015] UKFTT 0605 (TC) · 2015-10-29
[29]“ 31. Where parties have entered into a written agreement which appears on its face to be intended to govern the relationship between them, then, in order to determine the legal and commercial nature of that relationship, it is necessary to interpret the agreement in order to identify the parties' respective rights and obligations, unless it is established that it constitutes a sham.[32]When interpreting an agreement, the court must have regard to the words used, to the provisions of the agreement as whole, to the surrounding circumstances in so far as they were known to both parties, and to commercial common sense. When deciding on the categorisation of a relationship governed by a written agreement, the label or labels which the parties have used to describe their relationship cannot be conclusive, and may often be of little weight. As Lewison J said in A1 Lofts Ltd v Revenue and Customs Commissioners [2010] STC 214 , para 40, in a passage cited by Morgan J: "The court is often called upon to decide whether a written contract falls within a particular legal description. In so doing the court will identify the rights and obligations of the parties as a matter of construction of the written agreement; but it will then go on to consider whether those obligations fall within the relevant legal description. Thus the question may be whether those rights and obligations are properly characterised as a licence or tenancy (as in Street v Mountford [1985] AC 809 ); or as a fixed or floating charge (as in Agnew v IRC [2001] 2 AC 710 ), or as a consumer hire agreement (as in TRM Copy Centres (UK) Ltd v Lanwall Services Ltd [2009] 1 WLR 1375 ). In all these cases the starting point is to identify the legal rights and obligations of the parties as a matter of contract before going on to classify them."”[36]The general principles by which contractual documents, such as the Agreement, should be interpreted were considered by Lord Hoffman in Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896 at 912-913 where he made the following “general remarks about the principles by which contractual documents are nowadays construed”:
“I do not think that the fundamental change which has overtaken this branch of the law, particularly as a result of the speeches of Lord Wilberforce in Prenn v. Simmonds [1971] 1 WLR. 1381, 1384-1386 and Reardon Smith Line Ltd. v. Yngvar Hansen-Tangen [1976] 1 WLR 989, is always sufficiently appreciated. The result has been, subject to one important exception, to assimilate the way in which such documents are interpreted by judges to the common sense principles by which any serious utterance would be interpreted in ordinary life. Almost all the old intellectual baggage of "legal" interpretation has been discarded. The principles may be summarised as follows: (1) Interpretation is the ascertainment of the meaning which the document would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract. (2) The background was famously referred to by Lord Wilberforce as the "matrix of fact," but this phrase is, if anything, an understated description of what the background may include. Subject to the requirement that it should have been reasonably available to the parties and to the exception to be mentioned next, it includes absolutely anything which would have affected the way in which the language of the document would have been understood by a reasonable man. (3) The law excludes from the admissible background the previous negotiations of the parties and their declarations of subjective intent. They are admissible only in an action for rectification. The law makes this distinction for reasons of practical policy and, in this respect only, legal interpretation differs from the way we would interpret utterances in ordinary life. The boundaries of this exception are in some respects unclear. But this is not the occasion on which to explore them. (4) The meaning which a document (or any other utterance) would convey to a reasonable man is not the same thing as the meaning of its words. The meaning of words is a matter of dictionaries and grammars; the meaning of the document is what the parties using those words against the relevant background would reasonably have been understood to mean. The background may not merely enable the reasonable man to choose between the possible meanings of words which are ambiguous but even (as occasionally happens in ordinary life) to conclude that the parties must, for whatever reason, have used the wrong words or syntax. (see Mannai Investments Co. Ltd. v. Eagle Star Life Assurance Co. Ltd. [1997] 2 WLR 945 (5) The "rule" that words should be given their "natural and ordinary meaning" reflects the common sense proposition that we do not easily accept that people have made linguistic mistakes, particularly in formal documents. On the other hand, if one would nevertheless conclude from the background that something must have gone wrong with the language, the law does not require judges to attribute to the parties an intention which they plainly could not have had. Lord Diplock made this point more vigorously when he said in The Antaios Compania Neviera S.A. v. Salen Rederierna A.B. [1985] 1 AC 191, 201: ". . . if detailed semantic and syntactical analysis of words in a commercial contract is going to lead to a conclusion that flouts business commonsense, it must be made to yield to business commonsense." 37. We were also referred to the following passages from Chitty on Contracts (31 st Ed) in relation to other principles of construction as being relevant to the present case: 12-056: Badly Drafted Contracts In Mitsui Construction Co Ltd v Att-Gen of Hong Kong Lord Bridge said (of a building contract) that the fact that the contract was badly drafted: “ … affords no reason to depart from the fundamental rule of construction of contractual documents that the intention of the parties must be ascertained from the language they have used interpreted in the light of the relevant factual situation in which the contract was made. But the poorer the quality of the drafting, the less willing any court should be to be driven by semantic niceties to attribute to the parties an improbable and unbusinesslike intention, if the language used, whatever it may lack in precision, is reasonably capable of an interpretation which attributes to the parties an intention to make provision for contingencies inherent in the work contracted for on a sensible and businesslike basis.” 12-078: Inconsistent or Repugnant Clauses Where the different parts of an instrument are inconsistent, effect must be given to that part which is calculated to carry into effect the purpose of the contract as gathered from the instrument as a whole and the available background, and that part which would defeat it must be rejected. The old rule was, in such a case, that the earlier clause was to be received and the later rejected; but this rule was a mere rule of thumb, totally unscientific, and out of keeping with the modern construction of documents. To be inconsistent a term must contradict another term or be in conflict with it, such that effect cannot fairly be given to both clauses. A term may also be rejected if it is repugnant to the remainder of the contract. However, an effort should be made to give effect to every clause in the agreement and not to reject a clause unless it is manifestly inconsistent with or repugnant to the rest of the agreement. Thus, if there is a personal covenant and a proviso that the covenantor shall not be personally liable under the covenant, the proviso is inconsistent and void. But if a clause merely limits or qualifies without destroying altogether the obligation created by another clause, the two are to be read together and effect is to be given to the contract as disclosed by the instrument as a whole. 12-079: Clauses Incorporated By Reference If clauses are incorporated by reference into a written agreement, and those clauses conflict with the clauses of the agreement, then, in the ordinary way, the clauses of the written agreement will prevail. Moreover, the incorporating provision may be so general or wide as to have the effect of incorporating more than can make any sense in the context of the agreement, in which case the surplus may be rejected as insensible or inconsistent, or disregarded as “mere surplusage”
. A term in a proposal for insurance which conflicts with a term of the policy will be overridden by the term of the policy. 38. Finally, in relation to deposits, we were referred to Wright v Newton (1835) 2 C.M. & R 124 as authority that a deposit may be recovered in the event of the failure to perform a condition of a contract and Chillingworth v Esche [1924] 1 Ch 97 where it was held that a deposit which was paid during negotiations for a contract which was not subsequently concluded “ought to be repaid”. Discussion and Conclusion 39. There is no suggestion in the present case that the Agreement was a sham. Therefore, as Lord Neuberger observed in Secret Hotels2 Ltd it is necessary to consider its terms, which are clearly intended to govern the relationship between Fairway and its customer, in order to identify whether Fairway undertook to provide solely construction services or more than that, namely the procurement of a lease for its customer. 40. It is accepted that if it is the latter then such a supply is subject to VAT at the standard rate. It is also accepted that the Agreement should be construed in accordance with Lord Hoffman’s principles adumbrated in Investment Compensation Scheme Ltd v West Bromwich Building Society under which we are required to ascertain the meaning which the Agreement would convey to a reasonable person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract. Although previous negotiations are excluded, the background, or matrix of fact, includes absolutely anything else which would have affected the way in which the language of the document would have been understood by a reasonable man. 41. For Fairway, Mr Collins submits that the following are key background facts to which we should have regard in interpreting the Agreement: (1) That in dealing with a customer or prospective customer Mr Gage represented the landowner (either SIL or the Partnership) in addition to representing Fairway; (2) A customer would be told by Mr Gage that it was necessary to enter into a lease with the landowner and a building contract (the Agreement) with Fairway; (3) After a customer had paid a deposit to Mr Gage draft copies of the lease and Agreement would be sent to the customer’s solicitors who would not therefore look at the Agreement in isolation. (4) It was clear that in respect of 11 out of the 15 Lodges the lease and Agreement were signed on the same day and that there was evidence (referred to in paragraph 29, above) that the lease was required to be signed first. Where the Agreement had been signed before the grant of a lease there was evidence in relation to Plot 13 (see paragraph 32, above) that the date shown on the lease was incorrect due to a clerical error. However, there was no evidence to explain the disparity in relation to the remaining three. (5) Lodges are not conventional buildings but are delivered in kit form from a Swedish manufacturer and assembled by Fairway 42. Mr Collins reminds us that the evidence of Mr Gage was that the Agreement was adapted from an earlier contract that had been used before the adoption of the New Arrangements which could explain some of its language and the expressions used. However, he submits that notwithstanding the language used, the expressions used in the Agreement, such as Buyer and Seller, are consistent with the sale and purchase of a kit for the construction of a lodge noting that although there is a reference to a lodge in the Agreement it does not refer to a plot. He says there was no evidence that a plot was procured from a landowner. 43. He also sought support from the decision of the Court of Appeal in Telewest Communications plc v HMRC [2005] STC 481 and the Tax and Chancery Chamber of the Upper Tribunal in Lower Mill Estate Limited v HMRC [2011] STC 636 which applied Telewest. Both cases concerned supplies to a customer by different entities under separate contracts and although the facts of Lower Mill are remarkably similar to the present appeal it can be distinguished. 44. In Lower Mill HMRC unsuccessfully argued that the supply of land by a freeholder and supply of construction services by a different company under separate contracts should be combined and treated as a single supply whereas, in the present case, HMRC does not seek to aggregate the grant of the lease by the landowner with the supply by Fairway under the Agreement but contends that the supply under the Agreement is broader than that submitted by Fairway. As the present case concerns a single contract, the Agreement, between two parties, described in the Agreement as the buyer and seller we consider that little, if any, assistance can be derived from either Telewest or Lower Mill . 45. Mr McGurk, for HMRC, accepts that the terms of the Agreement are consistent with it being a construction agreement but submits that they are not inconsistent with it being a contract to complete the building and ensure that the landowner grants a lease on a plot. He raises the question of what protection would exist for a customer if the Agreement was for construction services only and for whatever reason the landowner did not or was unable to grant the lease. In such circumstances, he submits, a customer would not have a remedy against the landowner or Fairway and advances this as a reason for the existence of the obligation to procure a lease under the Agreement. 46. We accept Mr McGurk’s submission that it did not matter that draft agreements had been exchanged when the deposit was paid as until these were executed they could not take effect. 47. In addition to the Agreement, under which he contends Fairway is required to build a lodge and procure a lease from the Landowner, Mr McGurk relies on, what he describes as one of two key pieces of evidence, namely the payment of the deposit by a customer (the other key evidence being the Agreement itself). He submits this is paid to Fairway on the understanding that the landowner will act in tandem with it and grant a lease to the customer and if not, relying on Wright v Newton and Chillingworth v Esche , the customer would be entitled to have the deposit refunded. 48. Turning to the Agreement and clause 10 in particular, which incorporates the Standard Conditions of Sale, Mr Collins relies on the terms of the clause itself – which provides that in the case of conflict between the conditions in the Agreement and the incorporated terms, the terms in the Agreement prevail – and the similar statement contained in paragraph 12-078 of Chitty quoted in paragraph 37, above. However, when asked by the Tribunal he could not identify any conflict between the express terms of the Agreement and those incorporated by virtue of clause 10. 49. Mr Collins also sought to rely on paragraph 12-056 of Chitty (also quoted at paragraph 37, above) in respect of badly drafted contracts. However, we agree with Mr McGurk who submits that just because the Agreement does not achieve what Fairway now contends it does not follow that it was badly drafted. 50. Mr Gage said that he, and Fairway, had relied on its solicitor to draft the Agreement and he did not question them. However, there can be no doubt that as a professionally drafted document the solicitor intended the Standard of Conditions of Sale, which are designed for use in residential conveyancing transactions, to be incorporated into the Agreement. 51. In our judgment it is clear from clauses 4.1.1 and 6.8 of the Standard Conditions of Sale (which are set out in full in paragraph 22, above) that, as Mr McGurk submits, the supply under the Agreement extends beyond the provision of construction services. Clause 4.1.1 requires Fairway to provide a customer with proof of the title to the property and its ability “to procure its transfer” and clause 6.8 entitles a customer to issue “a notice to complete” within ten days which would require Fairway to ensure the grant of a lease by the landowner. 52. We find further support for our conclusion from the fact that the Agreement refers to the parties as “Buyer” and “Seller”, provides for the payment of rent and service charge to Fairway (clause 8) and requires Fairway to give the Buyer “vacant possession” on “completion” (clause 9). Also that Fairway is responsible for payment of conveyancy and estate agents fees. 53. Therefore, for the above reasons, we find that under the Agreement Fairway, in addition to providing construction services to a customer, also undertook to procure the landowners to grant a lease of the plot of land to that customer and dismiss its appeal accordingly. Right to apply for Permission to Appeal 54. This document contains full findings of fact and reasons for the decision. Any party dissatisfied with this decision has a right to apply for permission to appeal against it pursuant to Rule 39 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. The application must be received by this Tribunal not later than 56 days after this decision is sent to that party. The parties are referred to “Guidance to accompany a Decision from the First-tier Tribunal (Tax Chamber)” which accompanies and forms part of this decision notice. JOHN BROOKS TRIBUNAL JUDGE RELEASE DATE: 09 NOVEMBER 2015

Cited in 1 later judgment