N Brown Group PLC and JD Williams and Company Ltd v Revenue and Customs (PROCEDURE : Other) [2016] UKFTT 445 (TC)

FTT-Tax
N Brown Group PLC and JD Williams and Company Ltd v Revenue and Customs (PROCEDURE : Other)
[2016] UKFTT 445 (TC) · 2016-03-04
[17](1) The without prejudice rule applies to exclude all negotiations genuinely aimed at settlement, whether oral or in writing, from being given in evidence: Rush & Tompkins Ltd v Greater London Council [1989] AC 1280 per Lord Griffiths at 1299.[38](2) A communication which is not expressed to be without prejudice may nevertheless be protected by the rule if it shows a genuine desire to negotiate a settlement of an actual or potential dispute and a communication which is expressed to be without prejudice may nevertheless not be protected by the rule: Williams v Hull at [18] and [38]. (3) If a letter is expressly stated to be without prejudice, that gives rise to a rebuttable presumption that the communication is a without prejudice communication within the meaning of the rule unless it is clear that the expression has been used with some other meaning or purpose: Williams v Hull at [18]. (4) A communication which is not a negotiating document, but is merely an assertion of a party’s rights, is not protected by the ‘without prejudice’ rule: Buckinghamshire County Council v Moran [1990] Ch 623. (5) The question is whether the communication merely asserts the strength of the case or whether it does so as part of a negotiation with a view to settlement: William v Hull at [37].[19](6) Whether a particular communication is a without prejudice communication is a question which must be assessed objectively as at the date of the communication having regard to the relevant factual circumstances : Williams v Hull at [19].[23](7) In assessing whether a communication is protected by the rule, it is necessary to consider the communication as a whole and it should not be dissected into parts unless it is concerned with clearly distinct subjects: Williams v Hull at [23].[21](8) To determine whether or not a communication is bona fide intended to be part of or to promote negotiations, the court must ascertain what, on a reasonable basis, the intention of the author was and how it would be understood by a reasonable recipient: Schering Corp v Cipla Ltd [2005] EWHC 2597 (Ch), per Laddie J at [14].[18](9) A communication may be protected by the ‘without prejudice’ rule even if it is the ‘opening shot’ in negotiations and the rule is not limited to offers, but extends to all documents which form part of negotiations, whether or not they are themselves offers: South Shropshire District Council v Amos [1986] 1 WLR 1271 per Parker LJ at 1277-1278.25. It is, of course, necessary to set the letter in its proper context before considering whether it should be regarded as a without prejudice communication.26. The first appeal, lodged on 3 March 2011, was stayed to enable the parties to negotiate. The Notice of Appeal explained:
“The Appellant is in discussions with the Respondents about this matter and a number of other matters as part of a consideration of the Appellant’s tax affairs. Those discussions may serve to narrow or resolve the issues between the parties in this Appeal , saving time and expense for the parties and the Tribunal. Thus a standover is appropriate in all the circumstances” 27. The first communication relevant to this application is a letter dated 25 October 2011 from Mr Paul Hammond, a senior manager at Deloitte, to HMRC Large Business Services in Manchester. The letter is not marked “without prejudice”
. After the usual salutation and a subject line, it states:
“I am writing further to your decision to assess N Brown Group PLC (‘N Brown’) in respect of its partial exemption position – and specifically in respect of the period of time covered by the assessment. In our opinion, several periods covered by the assessment contained in your letter dated 9 July 2010 (‘the assessment’) were ‘out of time’, and therefore the assessment should be corrected to reflect only those periods which were within the statutory time limits set out in the VAT Act 1994 (‘VATA 1994’). On a without prejudice basis, I would like to confirm at the outset, that there [sic] purpose of this particular letter is not to challenge the technical basis of the assessment or seek to comment on the accuracy of the assertions made by HMRC with regard to ‘use’ of input tax.” 28. The letter then sets out the background to the dispute and Deloitte’s technical analysis of the law and its application to N Brown Group plc before concluding that the assessment was largely out of time. 29. On 27 October 2011, Mr Carl Wood, customer relations manager in HMRC’s Large Business Services in Leeds, wrote to Mr Hammond. The letter was stated to be further to a letter from Mr Hammond on 21 April and a meeting on 18 May. The letter sets out HMRC’s detailed analysis of the arguments in the case. The letter stated that HMRC were confident of defending their position at the Tribunal, should it be required”
. On the penultimate page, the letter referred to the fact that Mr Hammond’s letter of 25 October had been received the day before and then stated:
“HMRC are always willing to engage in further discussions if different situations or proposals come to light. Our Mr Todd reiterates that the best solution is to agree an approvable PE Special Method and that he would be happy to discuss a framework to help avoid litigation.” 30. Mr Mark Smith, partner in Deloitte, responded in a letter to Mr Wood dated 22 November 2011 with the subject line “N Brown Group plc – Without Prejudice”
. The opening paragraph of the letter was as follows:
“Thank you for your letter dated 27 October 2011. Given the length of this dispute, it was extremely helpful to receive a reasoned analysis of your position and your views on how case law should be interpreted, not least because it allows us to pinpoint genuine areas of agreement, difference and misunderstanding.” 31. The letter then describes the differences between the parties and HMRC’s analysis. Under the heading “Group Strategy” the letter stated: “The central point to resolving this dispute is for the Commissioners to obtain a very clear understanding of the Group’s strategy in relation to marketing costs, personal accounts and financial income.” 32. The letter concluded under the heading “Next Steps”: “To remedy the fact deficit, we are reviewing the detailed operations of the Group’s marketing team and anticipate reporting back to you in writing within three weeks. We would suggest that it may be appropriate to defer the decision re enforcement of the assessment until this new factual information is received and it can be reviewed by the [HMRC] Solicitor’s office.” 33. Mr Wood replied to Mr Smith by letter dated 22 December 2011. The letter was headed “N Brown Group plc – Partial Exemption – Without Prejudice”
. Having summarised the issues and the parties’ positions, Mr Wood wrote:
“However, it is acknowledged that it is important that both sides are in agreement as to the particular facts at the heart of the issue. To date we have conducted extensive investigations to establish the facts and have shared our conclusions with the business at every stage. One of the hoped-for outcomes of these discussions was to enable the approval of a new proposed special method. It remains our hope that this is still attainable. Given that presumably both sides wish to arrive at an approved fair and reasonable Partial Exemption method, it is vital that we work together to resolve issues if at all possible. There has [sic] already been lengthy discussions with your clients [sic] tax department and marketing representatives as well as two agents, however we appear to be no closer in reaching an agreement, hence HMRC having to take assessment action. We welcome your proposed review of the operations about the Group’s Marketing strategy and note that you intend to supply a report to us within three weeks. To date, nothing has been received. HMRC will, as we have constantly stated throughout this issue, be willing to consider any information supplied to us in relation to this issue and I would suggest that it would seem appropriate that any review of the Group’s marketing team operations includes the Commissioners. The risk otherwise is that work and resources may be unnecessarily duplicated for your client if we need to clarify or check the conclusions. … And we will be in touch shortly to discuss arrangements. I hope that you take away from this HMRC’s continued aim to ensure that we are constantly reviewing the issue and willing to consider new points or new information. However, HMRC are content on the actions already taken to raise assessments and are confident of presenting our case at the likely Tribunal.” 34. The penultimate paragraph of the letter stated: “HMRC have always been willing to consider new proposals or information and if that is enough to change HMRC’s views on the assessments raised then we will fully review that situation at the time and if the assessments are reduced, then repayment of that reduction will be made to your client.” 35. The issue is whether Mr Smith’s letter to Mr Wood dated 22 November 2011, assessed objectively as at the date of the communication and having regard to the relevant factual circumstances, is part of a negotiation with a view to settlement or merely an assertion of a party’s rights. The fact that the letter was marked “without prejudice” gives rise to a rebuttable presumption that it was a without prejudice communication but it is no more than that. The use of the phrase “without prejudice” does not mean that the letter is protected by the rule if it does not represent a genuine attempt to negotiate a settlement. In considering the status of the letter of 22 November 2011, I must consider what, on a reasonable basis, Mr Smith intended by the letter and how it would be understood by a reasonable recipient. In this case, I have taken Mr Wood as a proxy for the ‘reasonable recipient’. 36. Ms Sloane submitted that the stay of the proceedings showed that the parties had been engaged in negotiation to resolve the dispute without recourse to litigation. She noted that Mr Wood’s reply to Mr Smith’s letter was itself headed “without prejudice”
. She submitted that the use of the heading showed that HMRC accepted that the correspondence was without prejudice and were content to proceed on that basis. The wording of Mr Smith’s letter showed that it was intended to form part of a genuine attempt to negotiate a settlement. The opening paragraph of the letter stated that the objective was “to pinpoint genuine areas of agreement, difference and misunderstanding” and the letter later refers to “resolving this dispute”. Ms Sloane contended that the fact that the letter of 22 November 2011 did not contain a specific offer of settlement is immaterial nor was it relevant that the letter contained assertions of fact and as to the strength of the Appellants’ case. The letter formed part of a negotiation process which continued with the subsequent submission to HMRC, explicitly on a without prejudice basis, of a confidential report setting out further matters specific to the Appellants’ marketing operations. In the circumstances, the letter of 22 November 2011 was a without prejudice communication and HMRC should not be allowed to adduce it as evidence in the proceedings. 37. Ms McCarthy submitted that the letter of 22 November 2011 did not contain the language of negotiation nor was it submitted in the context of an attempt to negotiate a settlement. Nothing in the letter represented a genuine offer to settle. The letter simply set out the facts and the Appellants’ legal analysis while asserting that HMRC’s analysis was wrong. At the highest, expressed the hope that negotiations might take place at some time in the future. The letter of 22 November 2011 is simply an exchange between the parties at the fact-finding stage and is not part of any without prejudice negotiation. Ms McCarthy stated that, in the event that the Tribunal holds that the letter of 22 November is a without prejudice communication, HMRC would submit a request for further and better particulars in relation to the matters stated in the letter. 38. Having reviewed the correspondence, I consider that, on balance, the letter of 22 November 2011 should be regarded as a without prejudice communication. I take account of the fact that the correspondence took place during the period when the first appeal was stayed to enable the parties to discuss matters to narrow or resolve the issues in the appeal. Specifically, the letter was in response to HMRC’s offer, in their letter of 27 October, to engage in further discussions and “discuss a framework to avoid litigation”. The letter of 22 November was stated to be without prejudice and, while setting out the facts and the Appellants’ case, was clearly aimed at determining “genuine areas of agreement, difference and misunderstanding” with a view to “resolving this dispute”. I understand the letter to be an ‘opening shot’ in negotiations. I consider that Mr Wood similarly understood the letter to be the start of negotiations. That is why he marked his reply “without prejudice” and confirmed that HMRC were willing to consider new proposals or information. In conclusion, I confirm that the letter of 22 November is a without prejudice communication and that HMRC are not permitted to adduce it as evidence in the proceedings. If, on further consideration, they wish to do so then HMRC may submit a request for further and better particulars. Decision 39. For the reasons set out above: (1) the Appellants’ application to withdraw their written requests to the Tribunal that these proceedings be excluded from potential liability for costs under rule 10(1) of the FtT Rules; and (2) HMRC’s application to admit the letter dated 22 November 2011 from Deloitte as evidence in the proceedings; are refused. Right to apply for permission to appeal[40]This document contains full findings of fact and reasons for the decision. Any party dissatisfied with the Tribunal’s 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. GREG SINFIELD TRIBUNAL JUDGE RELEASE DATE: 23 JUNE 2016

Cited in 1 later judgment