“A partnership, of course, is a legal position and a legal result, but like every other legal position it depends on facts, and what the Commissioners are saying here is: ‘The facts are not those from which a legal partnership results, because although there was the deed they are not acting on it; it is not governing their transactions; they are not paying the slightest attention to it. They are going on just as before.’ They have not used the word ‘fictitious,’ and they have not used the word ‘sham,’ but I think they have put it even more clearly. They say: ‘The facts here were not a partnership although there was a bit of paper in the drawer, which if the facts had been according to it, would have shown there was a partnership.’” 152. It is clear from this that had the Commissioners held that the deed was a sham, Rowlatt J would have had no difficulty in supporting them. 153. Martin v Davies [1952] 42 TC 314 did not involve the Inland Revenue as a party. In it the Court of Appeal (Sir Raymond Evershed MR, Jenkins and Hodson LJJ) were dealing with an appeal from Willesden County Court (Judge Leon). The headnote in HMSO Tax Cases says: “On 2nd January, 1950, M and D entered into an agreement purporting to be for the sale of a flat in a house for the sum of£6,500 payable by 600 monthly instalments of£10 16s. 8d. each. M was the tenant of the premises under a lease with 60 years to run when he bought it in 1936, but the agreement contained no conditions as to tenure or length of title. M was to be entitled to re‑enter and the contract was to be determined if (inter alia) any payment was in arrears for one month or if D vacated the premises before the completion of all the payments. On a claim to possession by M on the ground of default in payment by D and a counterclaim by D on the ground that the premises were within the protection of the Rent Acts and the monthly payments constituted rent in excess of the standard rent, the County Court Judge found that the true transaction between the parties was one of letting and not of sale. M’s claim was accordingly dismissed, and, the standard rent having been assessed at 25s. per week, judgment was given for D on the counterclaim. M appealed to the Court of Appeal.” 154. Jenkins LJ said: “The substantial issue in the case is whether the agreement of 2nd January, 1950, was a genuine agreement for sale, or was merely a sham or pretence to make what was in fact a transaction of letting look like a sale, so as to evade the restrictions and protective provisions of the Rent Acts. The learned Judge, having heard the Plaintiff give evidence, having considered the terms of the agreement and a letter and certain rent books, to which reference is made in the evidence and in his judgment, came to the conclusion that there was in this case no genuine sale, and that in truth, according to the real substance and effect of the transaction, the Defendant was a tenant at the rent of£10 16s. 8d. per month, with the consequences I have already stated. In my judgment there was clearly evidence before the learned Judge on which he could properly come to the conclusion to which he came. Therefore, so far as it is a conclusion of fact the decision is one with which this Court should not interfere, and indeed cannot interfere. So far as it is a conclusion of law, having given the best consideration I can to the circumstances of this case, and to the really extraordinary document constituting the agreement of 2nd January, 1950, I have myself reached the same conclusion as the learned Judge. … The document I think does more credit to Mr. Martin’s ingenuity than to his judgment. Of his ingenuity there is no doubt, and he has set the Court a puzzle of some little difficulty, but in the end I have no doubt that the learned Judge, on the evidence and on this document, that is the agreement of 2nd January, 1950, came to a right conclusion, and that the true view of Mr. Davies’s rights, according to the real substance and effect of the transaction between the two parties, is that he was at all material times, and is, tenant of these premises at a rent of£10 16s. 8d., and inasmuch as that rent exceeds the standard rent, the consequences indicated by the learned Judge, and the relief he granted, must follow as a matter of course, and it equally follows as a matter of course that the claim for possession must necessarily fail.” [ emphasis added ] 155. In King v Walden (HM Inspector of Taxes) and Johnson v Walden (HM Inspector of Taxes) 68 TC 387 (1993/5) the Special Commissioners (Mr Brian O’Brien and Mr THK Everett) considered the existence of a partnership in which (non‑resident) relatives were said to be partners and to have supplied loans. The narration of the facts is lengthy and for that reason we have put it in an Appendix, but the decision of the Special Commissioners was this: “Mr King acknowledged that “tax reasons” were behind these strange arrangements. He was, of course, relying in 1972‑1973 on his mistaken understanding of the law. Such reasons do not, by themselves, invalidate the arrangements — provided that the arrangements were real. But we have come to the conclusion that the “partnership” was a complete sham. In saying that, we do not found heavily on the tender years of most of the “partners”: though an element of near farce is introduced thereby. The whole of the conduct of the business points towards Mr King’s beneficial ownership; and the overwhelming evidence that Mr King retained in his own hands the power of nominating “partners” (and, it seems, of removing them) shows how unreal was his vesting of the beneficial ownership in others. In answer to the first question, we find that at all material times the beneficial owner of the Warwick Guest House business was Mr King.” [Emphasis added]
“Three members of the H family owned, as tenants in common, a farm most of which they wished to sell for development. In 1983 they engaged T, a solicitor specialising in tax avoidance. T devised an avoidance scheme and took part in the negotiations for the sale. On 10 April a form of agreement (‘‘the 1984 Agreement’’) was signed by the H family by which they agreed to sell long leasehold interests to two companies, CP and MA, managed and/or controlled by T. T signed that agreement on behalf of the companies on 16 April. The agreement contained several difficulties of interpretation and several unfilled blanks, and some of its terms were never carried out. On 16/17 April agreement was reached with the Crest Group for sale of a large block of land. Under the written agreement made on 17 April (‘‘the Red Land Agreement’’) the vendor was expressed to be MM, another of T’s companies. Later on that day T’s three companies made an agreement (‘‘the 17 April Internal Agreement’’) by which CP agreed to assign to MM the benefit of the 1984 Agreement. The 17 April Internal Agreement also had unfilled blanks. On22 June 1984 the H family, T’s three companies and two members of the Crest group executed a deed (‘‘the 1984 Deed’’) by which the Red Land Agreement was completed and sundry provisions were made in relation to the other land (‘‘The Green land’’). Recitals (2) and (3) of the 1984 Deed referred to the 1984 Agreement and the 17 April Internal Agreement. Various subsequent transactions took place, including sales of parts of the Green land to outsiders. Appeals against assessments to capital gains tax for 1984–95 were made by one of the members of the H family, by the husband of the second, and by the executrix of the third. By agreement between the parties the Special Commissioners made a decision only in respect of the Crown’s contention that certain of the documents relied on by the taxpayers were of no legal effect. The Crown’s primary contention was that those documents were shams, and that the true arrangement between the H family and T was a wider financial arrangement by which T, personally or by his companies, acted at all times as agent or banker for the H family, and that T (or his companies) held the proceeds of sale on, in effect, a bare trust for the H family. The Commissioners did not accept all of the evidence given by one member of the H family and by T. The Commissioners decided that the 1984 Agreement was a sham in the sense that it was ‘‘…intended … to give the appearance of creating between the parties legal rights and obligations different from the legal rights and obligations (if any) which the parties intended to create’’ ( Snook v. London and West Riding Investments Ltd .[1967] 2 QB 786 , 802C, per Diplock L.J.). The Commissioners concluded that it followed them from that finding that the 17 April Internal Agreement was also a sham, and likewise recitals (2) and (3) of the 1984 Deed.” 159. In the High Court Jonathan Parker J overturned the decision of the Special Commissioners, and the Inspector appealed to the Court of Appeal. Giving the only reasoned decision, Arden LJ (with whom Kay LJ and Sir Martin Nourse agreed) set out useful (and of course binding) “principles which are in my judgment the relevant principles as respects sham transactions.” “63. The particular type of sham transaction with which we are concerned is that described by Diplock L.J. in Snook v. London and West Riding Investments Ltd .[1967] 2 QB 786 above. It is of the essence of this type of sham transaction that the parties to a transaction intend to create one set of rights and obligations but do acts or enter into documents which they intend should give third parties, in this case the Revenue, or the court, the appearance of creating different rights and obligations. The passage from Diplock L.J.’s judgment set out above has been applied in many subsequent decisions and treated as encapsulating the legal concept of this type of sham. Mr. Price Q.C. referred us to Sharment Pty Ltd. v. Official Trustee in Bankruptcy (1988) 82 ALR 530 in which the Federal Court of Australia drew on Diplock L.J.’s formulation of sham in Snook’s case. 64. An inquiry as to whether an act or document is a sham requires careful analysis of the facts and the following points emerge from the authorities. 65. First, in the case of a document, the court is not restricted to examining the four corners of the document. It may examine external evidence. This will include the parties’ explanations and circumstantial evidence, such as evidence of the subsequent conduct of the parties. 66. Second, as the passage from Snook makes clear, the test of intention is subjective. The parties must have intended to create different rights and obligations from those appearing from (say) the relevant document, and in addition they must have intended to give a false impression of those rights and obligations to third parties. 67. Third, the fact that the act or document is uncommercial, or even artificial, does not mean that it is a sham. A distinction is to be drawn between the situation where parties make an agreement which is unfavourable to one of them, or artificial, and a situation where they intend some other arrangement to bind them. In the former situation, they intend the agreement to take effect according to its tenor. In the latter situation, the agreement is not to bind their relationship. 68. Fourth, the fact that parties subsequently depart from an agreement does not necessarily mean that they never intended the agreement to be effective and binding. The proper conclusion to draw may be that they agreed to vary their agreement and that they have become bound by the agreement as varied: see for example Garnac Grain Co. Inc v. H.M.F. Faure and Fairclough Ltd.[1966] 1 QB 650 , at pages 683–4 per Diplock L.J. which was cited by Mr. Price. 69. Fifth, the intention must be a common intention: see Snook’s case above. This is relevant to issue 3 below.” 160. These are the principles by which we shall judge the tenancy agreement in this case. 161. In The Brain Disorders Research Limited Partnership and another v HMRC[2017] UKUT 176 (TCC) (Birss J and Judge Colin Bishopp) (“ Brain Disorders ”) considered an appeal against, among other things, a finding of fact by the First‑tier Tribunal that parts of a research agreement and the provisions for pricing in it were a sham, designed to vastly inflate a claim for capital allowances. The Upper Tribunal held that there was no error of law in the First‑tier Tribunal’s findings, and made other comments. They first said that principles set out by Arden LJ in Hitch were not in dispute, having set out the same paragraphs as we have. They added at [24]: “We agree with Mr Prosser that the FTT’s finding of sham is a finding of fact and that we may interfere with it only on Edwards v Bairstow grounds (see Edwards v Bairstow[1956] AC 14 itself and the long line of authority following it). We are, however, conscious that a finding of sham, even if it does not imply dishonesty in the ordinary sense, necessarily requires the fact‑finding tribunal to be satisfied of an intention to deceive or, at least, to make things appear other than as they are. This is a point to which we shall need to return; for the moment we merely observe that, because of this consideration, we have examined the detail of the FTT’s findings with particular care.” 162. They also considered arguments by the appellants that sham had not been properly pleaded, starting at [28]: “… Contrary to Mr Bremner’s submission it is clear that HMRC’s Statement of Case before the FTT and its skeleton argument before the hearing referred to sham expressly and it is equally clear that the point was put to the Appellant’s witness Mr Hardy. 29. Mr Bremner is correct to say that the FTT did not make any finding of dishonesty; on the contrary, it described Mr Hardy, at [34], as “basically honest”