Harlequin Brickwork Limited & Ors v The Commissioners for HMRC [2026] UKFTT 1038 (TC)

[2026] UKFTT 01038 (TC)Case No TC 09957
FIRST-TIER TRIBUNAL
TAX CHAMBER
Hearing Heard on: 10, 13, 14, 15, 16, 17, 20 April 2026Date Judgment date: 10 July 2026
Taylor House, London
Appeal reference: TC/2022/13441, TC/2022/13468, TC/2022/13473, TC/2023/08014,
TC/2023/08008, TC/2023/08010, TC/2023/08117, TC/2023/08006, TC/2023/08011, TC/2023/08118, TC/2023/08005, TC/2023/08013
Keywords: missing trader; labour supplier in construction industry; transactions connected with fraudulent evasion of VAT; adequacy of pleadings in Statement of Case; HMRC application to amend – REFUSED; Appellants’ application to debar HMRC – REFUSED; breach of warning given to witness; inherent probability; Re B (Children) (FC) considered; whether the payments were connected with the fraudulent loss of VAT – NO; whether the Appellants knew or should have known of the connection (had it been proven) – YES; is a penalty due under section 69C – YES (were HMRC successful on the substantive tax issue); is a reduction under section 70 appropriate – YES; is any remaining penalty attributable to the officers under section 69D – YES (but the percentages varied); overall result; APPEALS ALLOWED
TRIBUNAL JUDGE KEITH GORDONMEMBER DUNCAN McBRIDEHARLEQUIN BRICKWORK LIMITEDAppellantHARLEQUIN BRICKWORK CONTRACTING LIMITEDAppellantHARLEQUIN SCAFFOLDING SOLUTIONS LIMITEDAppellantPAUL PARKHOUSEAppellantWILLIAM SUTCLIFFEAppellantTHE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMSRespondentJoshua Carey of Counsel (by direct access) for the first, second, third and fifth Appellants; for AppellantsColm Kelly of Counsel, instructed by Francis Wilks & Jones for fourth AppellantJames Abernethy of counsel, instructed by the General Counsel and Solicitor to HM Revenue and Customs for RespondentsDECISION

Introduction

[1]The documents provided to the Tribunal before the hearing were as follows:(1) a document bundle (5172 pages);(2) an authorities bundle (2445 pages);(3) a supplementary authorities bundle (207 pages);(4) skeleton arguments from each of the parties (one prepared by each of the three Counsel); and(5) a dramatis personae prepared by HMRC.[2]We were also provided with an application made on 31 March 2026 by HMRC to amend their Statement of Case and the proposed Statement of Case (as amended). On 7 April 2026, the Tribunal directed that the application be allowed, subject to any objections within seven days. It had been intended that that direction be issued on 2 April 2026. However, the timing of that direction was delayed and then further delayed by the Easter weekend (Good Friday falling on 3 April) and the hearing was due to begin on Friday 10 April (with a reading day scheduled for Thursday 9 April). Detailed objections were made on behalf of all the Appellants which were sent to the Tribunal on Wednesday 8 April but not forwarded to the panel until shortly before the hearing was due to commence on the Friday morning. This meant that we had not had a chance to read them before the hearing started. However, as explained further below, we heard HMRC’s application to amend the Statement of Case and then adjourned for lunch and read the written objections during the lunchbreak, before hearing the oral submissions from the Appellants and HMRC’s reply.

The appeals and the Appellants

[3]By directions made on 12 June and 14 September 2023, the Tribunal directed that these twelve appeals should proceed together and be heard together.[4]The fourth Appellant (“Mr Parkhouse”) and the fifth Appellant (“Mr Sutcliffe”) have set up a number of companies that operate within the construction industry. Three such companies are the first three Appellants:(1) the first Appellant (“Brickwork”);(2) the second Appellant (“Contracting”); and(3) the third Appellant (“Scaffolding”).[5]Collectively, we shall refer to the first three Appellants as “Harlequin”.[6]We have considered all the grounds and submissions but address only those necessary to dispose of the appeal.

Other key individuals mentioned in this decision

[7]In addition to the fourth and fifth Appellants, we also heard evidence from two officers: Officers Rouse and Mandalia.[8]We also refer to:(1) a Mr Matthew Warner who was an employee of Scaffolding at the relevant times; and(2) an individual we refer to as Giuseppe, who was (at the very loosest) connected with a company that supplied services to Harlequin.

Outline

[9]The twelve appeals actually relate to twenty decisions.[10]In summary, the decisions relate to conclusions reached by HMRC that deductions for input tax claimed by Harlequin should be refused because the transactions to which they related were connected with fraud.[11]We consider it appropriate to note here that there has been no suggestion by HMRC of criminality by any of the Appellants.[12]Taking HMRC’s case at its broadest, the tainted transactions involved the supply of labour to Harlequin by two companies (unrelated to Harlequin), which we shall refer to as FFCS and MH, and/or by individuals and/or companies associated with and/or purporting to act in those companies’ names.[13]In particular, the decisions under appeal are as set out in the following paragraphs.

Brickwork (four decisions)

[14]A decision made on 19 July 2022 to refuse the input tax deduction claims for periods between July 2020 and December 2021. Input tax denied: £1,049,936. This decision was made by the application of the principles established by the CJEU in the joined Cases C-439/04 and C-440/04 Axel Kittel v Belgian State and Belgium v. Recolta Recycling (“Kittel”).[15]A consequential assessment made under the Value Added Tax Act 1994 (“VATA”), section 73(2) for the recovery of £1,049,936 VAT wrongly repaid to the company. These were made in relation to the following periods: HMRC’s preferred decision HMRC’s alternative position VAT period Amount £ VAT period Amount £ July 2020 £27,506.00 September 2020 £27,506.00 August 2020 £22,220.00 October 2020 £22,220.00 September 2020 £38,566.00 November 2020 £38,566.00 October 2020 £35,816.00 December 2020 £35,816.00 November 2020 £40,975.00 January 2021 £40,975.00 December 2020 £37,128.00 February 2021 £37,128.00 January 2021 £9,950.00 March 2021 £45,767.00 February 2021 £35,817.00 March 2021 £96,070.00 May 2021 £96,070.00 April 2021 £97,538.00 June 2021 £97,538.00 May 2021 £91,709.00 July 2021 £91,709.00 June 2021 £89,511.00 August 2021 £89,511.00 July 2021 £75,925.00 September 2021 £75,925.00 August 2021 £96,524.00 October 2021 £180,392.00 September 2021 £83,868.00 October 2021 £134,003.00 December 2021 £134,003.00 December 2021 £36,810.00 February 2022 £36,810.00 Totals: £1,049,936.00 £1,049,936.00[16]A penalty assessed on 22 July 2022 under VATA, section 69C amounting to 30% of the input tax denied. Penalty assessed: £314,980.80.[17]On 8 July 2022, HMRC decided under the Finance Act 2004, section 66(3)(b) and (c) to cancel Brickwork’s gross payment status under the CIS.[18]Brickwork’s appeals against the first three of those decisions (the VATA decisions) were given appeal reference TC/2022/13441; Brickwork’s appeal against the CIS decision was given appeal reference TC/2023/08014.

Contracting (five decisions)

[19]A decision made on 19 July 2022 to refuse the input tax deduction claims for periods between October 2019 and December 2021. Input tax denied: £1,538,716. This decision was made by the application of the Kittel principles.[20]An assessment made on 20 July 2022 that Contracting had not declared the correct amount of VAT due for the October 2019 and January 2020 periods. Amounts assessed: £26,748 (October 2019), £31,105 (January 2020); total: £57,853.[21]A consequential assessment also made on 20 July 2022, made under VATA, section 73(2) for the recovery of £1,480,863 VAT wrongly repaid to the company in the other periods between November 2019 and December 2021. £1,480,863 is the difference between the total of the input tax denied (£1,538,716) and the VAT under-declared (£57,853). These were made in relation to the following periods: HMRC’s preferred decision HMRC’s alternative position VAT period Amount £ VAT period Amount £ November 2019 £52,254.00 January 2020 £52,254.00 December 2019 £50,491.00 February 2020 £50,491.00 February 2020 £50,673.00 April2020 £50,673.00 March 2020 £72,305.00 May 2020 £72,305.00 April 2020 £5,154.00 June 2020 £5,154.00 May 2020 £11,727.00 July 2020 £11,727.00 June 2020 £53,613.00 August 2020 £53,613.00 July 2020 £67,652.00 September 2020 £67,652.00 August 2020 £62,623.00 October 2020 £62,623.00 September 2020 £84,384.00 November 2020 £84,384.00 October 2020 £89,436.00 December 2020 £89,436.00 November 2020 £98,196.00 January 2021 £98,196.00 December 2020 £76,887.00 February 2021 £76,887.00 January 2021 £47,320.00 March 2021 £91,612.00 February 2021 £44,292.00 March 2021 £135,376.00 May 2021 £135,376.00 April 2021 £99,273.00 June 2021 £99,273.00 May 2021 £82,163.00 July 2021 £82,163.00 June 2021 £64,689.00 August 2021 £64,689.00 July 2021 £54,433.00 September 2021 £54,433.00 August 2021 £55,930.00 October 2021 £99,488.00 September 2021 £43,558.00 October 2021 £51,631.00 December 2021 £51,631.00 December 2021 £26,803.00 February 2022 £26,803.00 Totals: £1,430,372.00 £1,430,372.00[22]A penalty assessed on 22 July 2022 under VATA, section 69C amounting to 30% of the input tax denied. Penalty assessed: £461,614.80.[23]On 8 July 2022, HMRC decided under the Finance Act 2004, section 66(3)(b) and (c) to cancel Contracting’s gross payment status under the CIS.[24]Contracting’s appeals against the first four of those decisions (the VATA decisions) were given appeal reference TC/2022/13468; Contracting’s appeal against the CIS decision was given appeal reference TC/2023/08117.

Scaffolding (five decisions)

[25]A decision made on 19 July 2022 to refuse the input tax deduction claims for periods between March 2019 and December 2021. Input tax denied: £782,614. This decision was made by the application of the Kittel principles.[26]An assessment made on 20 July 2022 that Contracting had not declared the correct amount of VAT due for the April 2019, July 2019, January 2020 and April 2020 periods. Amount assessed: £115,162.[27]A consequential assessment also made on 20 July 2022, made under VATA, section 73(2) for the recovery of £667,452 VAT wrongly repaid to the company in the other periods between March 2019 and December 2021. £667,452 is the difference between the total of the input tax denied (£782,614) and the VAT under-declared (£115,162). There was a further £129,839 assessed because of Scaffolding’s failure to substantiate its input tax claim in relation to the August 2020 period. That £129,839 has not been subject to any appeal. These were made in relation to the following periods: HMRC’s preferred decision HMRC’s alternative position VAT period Amount £ VAT period Amount £ March 2019 £22,528.00 May 2019 £22,528.00 May 2019 £56,566.00 July 2019 £56,566.00 June 2019 £28,674.00 August 2019 £28,674.00 August 2019 £37,000.00 October 2019 £37,000.00 September 2019 £32,370.00 December 2019 £76,275.00 October 2019 £43,905.00 November 2019 £36,160.00 January 2020 £36,160.00 December 2019 £35,852.00 February 2020 £35,852.00 February 2020 £32,307.00 May 2020 £69,674.00 March 2020 £37,367.00 May 2020 £395.00 July 2020 £395.00 June 2020 £8,805.00 August 2020 £8,805.00 July 2020 £13,274.00 September 2020 £13,274.00 September 2020 £17,731.00 November 2020 £17,731.00 October 2020 £9,428.00 December 2020 £9,428.00 November 2020 £12,361.00 January 2021 £12,361.00 December 2020 £8,630.00 February 2021 £8,630.00 January 2021 £5,119.00 March 2021 £9,187 February 2021 £4,068.00 March 2021 £17,456.00 May 2021 £17,456.00 April 2021 £13,353.00 June 2021 £13,353.00 May 2021 £13,229.00 July 2021 £13,229.00 June 2021 £21,850.00 August 2021 £21,850.00 July 2021 £14,522.00 September 2021 £14,522.00 August 2021 £27,420.00 October 2021 £27,420.00 September 2021 £25,949.00 November 2021 £56,716.00 October 2021 £30,767.00 November 2021 £42,439.00 January 2022 £60,366.00 December 2021 £17,927.00 Totals: £667,452.00 £667,452.00[28]A penalty assessed on 22 July 2022 under VATA, section 69C amounting to 30% of the input tax denied. Penalty assessed: £234,784.20.[29]On 8 July 2022, HMRC decided under the Finance Act 2004, section 66(3)(b) and (c) to cancel Scaffolding’s gross payment status under the CIS.[30]Scaffolding’s appeals against the first four of those decisions (the VATA decisions) were given appeal reference TC/2022/13473; Scaffolding’s appeal against the CIS decision was given appeal reference TC/2023/08118.

Mr Parkhouse (three decisions)

[31]On 7 February 2023, HMRC decided under VATA, section 69D that Mr Parkhouse should be made liable for 66.666666666667% of each of the amounts assessed under section 69C. (For simplicity, the percentage will be referred to by the fraction 2/3.)[32]Accordingly, Mr Parkhouse was assessed for:(1) £209,987.20 in relation to Brickwork;(2) £307,743.20 in relation to Contracting; and(3) £156,522.80 in relation to Scaffolding.[33]Mr Parkhouse’s appeals against those three decisions have been given appeal references:(1) TC/2023/08008 in relation to Brickwork;(2) TC/2023/08006 in relation to Contracting; and(3) TC/2023/08005 in relation to Scaffolding.

Mr Sutcliffe (three decisions)

[34]On 7 February 2023, HMRC decided under VATA, section 69D that Mr Sutcliffe should be made liable for 33.333333333333% of each of the amounts assessed under section 69C.[35]Accordingly, Mr Sutcliffe was assessed for:(1) £104,993.60 in relation to Brickwork;(2) £153,871.60 in relation to Contracting; and(3) £78,261.40 in relation to Scaffolding.[36]Mr Sutcliffe’s appeals against those three decisions have been given appeal references:(1) TC/2023/08010 in relation to Brickwork;(2) TC/2023/08011 in relation to Contracting; and(3) TC/2023/08013 in relation to Scaffolding.

The review process

[37]All of the above decisions were upheld during the review process.[38]However, in relation to Contracting and Scaffolding, alternative assessments were revised downwards. Under those alternative assessments, the amounts now said to be payable by the companies were:(1) Contracting: £1,478,283 (reduced by £2,580 from £1,480,863); and(2) Scaffolding: £603,324 (reduced by £64,128 from £667,452).

Harlequin’s withdrawal of their appeals against the gross payment status decisions

[39]On the morning of Monday 13 April 2026, Mr Carey announced that his three corporate clients (Harlequin) were withdrawing their appeals against the removal of their gross payment status (the decisions referred to at ¶¶‎17, ‎23 and ‎29 above). This was on the basis that the parties agreed that those decisions should be upheld in accordance with the conclusions of the review process.[40]We have duly not considered those decisions any further.

The issues that need to be decided on the remaining appeals

[41]It was agreed by the parties that the following matters needed to be determined. The fuller statutory and case law bases of these issues is set out in the paragraphs that follow. The denial of the input tax (the Kittel decisions)[42]For us to uphold the Kittel decisions, HMRC must prove on the balance of probabilities the following:(1) That there was a VAT loss.(2) That that loss was occasioned by fraud.(3) That Harlequin’s transactions were connected with that fraudulent loss of VAT.(4) That Harlequin knew or should have known of such a connection.[43]The Appellants have conceded the first of those four points and we say no more about that. The section 69C penalties[44]The statutory requirements in section 69C broadly coincide with the conditions for a Kittel decision, the only substantive difference being that a denial decision must have been made (that condition having been met).[45]Therefore, as is common ground, our decision in relation to the Kittel decisions will flow through to the section 69C penalties.[46]However, that is subject to any reduction we consider “proper” under section 70.

The officers’ liability for the penalties

[47]Assuming that we uphold the section 69C penalties (in whole or in part), the decision that Messrs Parkhouse and Sutcliffe be personally liable for those penalties under section 69D requires HMRC to prove that Harlequin’s actions which gave rise to the penalties were attributable to the actions of the individual directors.

The underlying legislation

[48]There is general consensus amongst the parties as to the relevant statutory provisions.

The assessments

[49]The VAT assessments were made under VATA, section 73(1) and (2). Those subsection read as follows:(1) Where a person has failed to make any returns required under this Act (or under any provision repealed by this Act) or to keep any documents and afford the facilities necessary to verify such returns or where it appears to the Commissioners that such returns are incomplete or incorrect, they may assess the amount of VAT due from him to the best of their judgment and notify it to him.(2) In any case where, for any prescribed accounting period, there has been paid or credited to any person— (a) as being a repayment or refund of VAT, or (b) as being due to him as a VAT credit, an amount which ought not to have been so paid or credited, or which would not have been so paid or credited had the facts been known or been as they later turn out to be, the Commissioners may assess that amount as being VAT due from him for that period and notify it to him accordingly.[50]No issue has been taken as to the procedural validity of the assessments in this case.

The penalty assessments

[51]The penalties on Harlequin were made under VATA, section 69C. So far as is relevant, that section reads: Transactions connected with VAT fraud(1) A person (T) is liable to a penalty where— (a) T has entered into a transaction involving the making of a supply by or to T (“the transaction”), and (b) conditions A to C are satisfied.(2) Condition A is that the transaction was connected with the fraudulent evasion of VAT by another person (whether occurring before or after T entered into the transaction).(3) Condition B is that T knew or should have known that the transaction was connected with the fraudulent evasion of VAT by another person.(4) Condition C is that HMRC have issued a decision (“the denial decision”) in relation to the supply which— (a) prevents T from exercising or relying on a VAT right in relation to the supply, (b) is based on the facts which satisfy conditions A and B in relation to the transaction, and (c) applies a relevant principle of EU case law (whether or not in circumstances that are the same as the circumstances in which any relevant case was decided by the European Court of Justice).(5) In this section “VAT right” includes the right to deduct input tax, the right to apply a zero rate to international supplies and any other right connected with VAT in relation to a supply.(6) The relevant principles of EU case law for the purposes of this section are the principles established by the European Court of Justice in the following cases— (a) joined Cases C-439/04 and C-440/04 Axel Kittel v. Belgian State; Belgium v. Recolta Recycling (denial of right to deduct input tax), and (b) … as developed or extended by that Court in any other cases relating to the denial or refusal of a VAT right in order to prevent abuses of the VAT system which were decided before the coming into force of section 42 of TCTA 2018.(7) The penalty payable under this section is 30% of the potential lost VAT.(8) The potential lost VAT is— (a) the additional VAT which becomes payable by T as a result of the denial decision, (b) the VAT which is not repaid to T as a result of that decision, or (c) in a case where as a result of that decision VAT is not repaid to T and additional VAT becomes payable by T, the aggregate of the VAT that is not repaid and the additional VAT.(9) Where T is liable to a penalty under this section the Commissioners may assess the amount of the penalty and notify it to T accordingly.(10) No assessment of a penalty under this section may be made more than two years after the denial decision is issued. …[52]The decisions in relation to Messrs Parkhouse and Sutcliffe were made under VATA, section 69D. So far as is relevant, that section reads: Penalties under section 69C: officers’ liability(1) Where— (a) a company is liable to a penalty under section 69C, and (b) the actions of the company which give rise to that liability were attributable to an officer of the company (“the officer”), the officer is liable to pay such portion of the penalty (which may be equal to or less than 100%) as HMRC may specify in a notice given to the officer (a “decision notice”).(2) Before giving the officer a decision notice HMRC must— (a) inform the officer that they are considering doing so, and (b) afford the officer the opportunity to make representations about whether a decision notice should be given or the portion that should be specified.(3) A decision notice— (a) may not be given before the amount of the penalty due from the company has been assessed (but it may be given immediately after that has happened), and (b) may not be given more than two years after the denial decision relevant to that penalty was issued. … (5) HMRC may not recover more than 100% of the penalty through issuing decision notices in relation to two or more persons. …[53]Section 70 (so far as is relevant) reads as follows: Mitigation of penalties under sections 60, 63, 64, 67, 69A and 69C. (1) Where a person is liable to a penalty under section … 69C…, the Commissioners or, on appeal, a tribunal may reduce the penalty to such amount (including nil) as they think proper. … (3) None of the matters specified in subsection (4) below shall be matters which the Commissioners or any tribunal shall be entitled to take into account in exercising their powers under this section. (4) Those matters are— (a) the insufficiency of the funds available to any person for paying any VAT due or for paying the amount of the penalty; (b) the fact that there has, in the case in question or in that case taken with any other cases, been no or no significant loss of VAT; (c) the fact that the person liable to the penalty or a person acting on his behalf has acted in good faith.

The relevant case law

(c) The relevant case law

[54]There is also general consensus amongst the parties as to the principles to be derived from the case law.

The denial of the input tax (the Kittel decisions)

[55]As previously noted, the denial of the input tax arises from the application of the principles established by the CJEU in the joined Cases C-439/04 and C-440/04 Axel Kittel v Belgian State and Belgium v. Recolta Recycling (as expressly referred to in section 69C(6)(a)). The essence of, and justification for, those principles was summarised by the Court at [56] to [59]. Those paragraphs were then explained by Moses LJ (with whom Lord Justice Carnwath and Sir John Chadwick agreed) in Mobilx Ltd (in administration) v HMRC [2010] EWCA Civ 517 at [41]: In Kittel after § 55 the Court developed its established principles in relation to fraudulent evasion. It extended the principle, that the objective criteria are not met where tax is evaded, beyond evasion by the taxable person himself to the position of those who knew or should have known that by their purchase they were taking part in a transaction connected with fraudulent evasion of VAT:-56. In the same way, a taxable person who knew or should have known that, by his purchase, he was taking part in a transaction connected with fraudulent evasion of VAT must, for the purposes of the Sixth Directive, be regarded as a participant in that fraud, irrespective of whether or not he profited by the resale of the goods.57. That is because in such a situation the taxable person aids the perpetrators of the fraud and becomes their accomplice.58. In addition, such an interpretation, by making it more difficult to carry out fraudulent transactions, is apt to prevent them.59. Therefore, it is for the referring court to refuse entitlement to the right to deduct where it is ascertained, having regard to objective factors, that the taxable person knew or should have known that, by his purchase, he was participating in a transaction connected with fraudulent evasion of VAT, and to do so even where the transaction in question meets the objective criteria which form the basis of the concepts of ‘supply of goods effected by a taxable person acting as such’ and ‘economic activity’. [emphasis added]” The words I have emphasised “in the same way” and “therefore” link those paragraphs to the earlier paragraphs between 53-55. They demonstrate the basis for the development of the Court’s approach. It extended the category of participants who fall outwith the objective criteria to those who knew or should have known of the connection between their purchase and fraudulent evasion. Kittel did represent a development of the law because it enlarged the category of participants to those who themselves had no intention of committing fraud but who, by virtue of the fact that they knew or should have known that the transaction was connected with fraud, were to be treated as participants. Once such traders were treated as participants their transactions did not meet the objective criteria determining the scope of the right to deduct. 42. By the concluding words of § 59 the Court must be taken to mean that even where the transaction in question would otherwise meet the objective criteria which the Court identified, it will not do so in a case where a person is to be regarded, by reason of his state of knowledge, as a participant.[56]The ongoing relevance of this jurisprudence, notwithstanding the UK’s departure from the European Union, is put beyond doubt by the Taxation (Cross-border Trade) Act 2018, section 42 (as amended by the Finance Act 2021, section 98). Subsections (4) and (4A) of section 42 read as follows: (4) One of the consequences of the provision made by that Act is that the principle of EU law preventing the abuse of the VAT system (see, for example, the cases of Halifax and Kittel) continues to be relevant, in accordance with that Act, for the purposes of the law relating to value added tax. (4A) Accordingly, that principle may continue to be relied upon in determining any matter relating to value added tax (including in determining the effect of any provision made by or under an enactment).[57]Guidance was given by Moses LJ in Mobilx as to the meaning of the phrase “or should have known” at [52] to [60]. 52. If a taxpayer has the means at his disposal of knowing that by his purchase he is participating in a transaction connected with fraudulent evasion of VAT he loses his right to deduct, not as a penalty for negligence, but because the objective criteria for the scope of that right are not met. It profits nothing to contend that, in domestic law, complicity in fraud denotes a more culpable state of mind than carelessness, in the light of the principle in Kittel. A trader who fails to deploy means of knowledge available to him does not satisfy the objective criteria which must be met before his right to deduct arises. Extent of Knowledge 53. Perhaps of greater weight is the challenge based, in Mobilx and BSG, on HMRC’s denial of the right to deduct on the grounds that the trader knew or should have known that it was more likely than not that transactions were connected to fraud. … 55. If HMRC was right and it was sufficient to show that the trader should have known that he was running a risk that his purchase was connected with fraud, the principle of legal certainty would, in my view, be infringed. A trader who knows or could have known no more than that there was a risk of fraud will find it difficult to gauge the extent of the risk; nor will he be able to foresee whether the circumstances are such that it will be asserted against him that the risk of fraud was so great that he should not have entered into the transaction. In short, he will not be in a position to know before he enters into the transaction that, if he does so, he will not be entitled to deduct input VAT. The principle of legal certainty will be infringed. 56. It must be remembered that the approach of the court in Kittel was to enlarge the category of participants. A trader who should have known that he was running the risk that by his purchase he might be taking part in a transaction connected with fraudulent evasion of VAT, cannot be regarded as a participant in that fraud. The highest it could be put is that he was running the risk that he might be a participant. That is not the approach of the Court in Kittel, nor is it the language it used. In those circumstances, I am of the view that it must be established that the trader knew or should have known that by his purchase he was taking part in such a transaction …58. As I have endeavoured to emphasise, the essence of the approach of the court in Kittel was to provide a means of depriving those who participate in a transaction connected with fraudulent evasion of VAT by extending the category of participants and, thus, of those whose transactions do not meet the objective criteria which determine the scope of the right to deduct. The court preserved the principle of legal certainty; it did not trump it.59. The test in Kittel is simple and should not be over-refined. It embraces not only those who know of the connection but those who “should have known”. Thus it includes those who should have known from the circumstances which surround their transactions that they were connected to fraudulent evasion. If a trader should have known that the only reasonable explanation for the transaction in which he was involved was that it was connected with fraud and if it turns out that the transaction was connected with fraudulent evasion of VAT then he should have known of that fact. He may properly be regarded as a participant for the reasons explained in Kittel.60. The true principle to be derived from Kittel does not extend to circumstances in which a taxable person should have known that by his purchase it was more likely than not that his transaction was connected with fraudulent evasion. But a trader may be regarded as a participant where he should have known that the only reasonable explanation for the circumstances in which his purchase took place was that it was a transaction connected with such fraudulent evasion.[58]And, at [83], Moses LJ endorsed the view previously taken in the High Court as to how a tribunal should determine what a trader knew or ought to have known: Further in determining what it was that the taxpayer knew or ought to have known the tribunal is entitled to look at the totality of the deals effected by the taxpayer (and their characteristics), and at what the taxpayer did or omitted to do, and what it could have done, together with the surrounding circumstances in respect of all of them.[59]As far as the burden of proof is concerned, Moses LJ continued to make it clear that the burden lies on HMRC. As his Lordship said at [81] and [82]:81. … It is plain that if HMRC wishes to assert that a trader’s state of knowledge was such that his purchase is outwith the scope of the right to deduct it must prove that assertion. …82. But that is far from saying that the surrounding circumstances cannot establish sufficient knowledge to treat the trader as a participant. … Tribunals should not unduly focus on the question whether a trader has acted with due diligence. Even if a trader has asked appropriate questions, he is not entitled to ignore the circumstances in which his transactions take place if the only reasonable explanation for them is that his transactions have been or will be connected to fraud. The danger in focussing on the question of due diligence is that it may deflect a Tribunal from asking the essential question posed in Kittel, namely, whether the trader should have known that by his purchase he was taking part in a transaction connected with fraudulent evasion of VAT. The circumstances may well establish that he was.[60]In Fonecomp Ltd v HMRC [2015] EWCA Civ 39, Arden LJ (as she then was, with whom Lords Justices McFarlane and Burnett agreed) emphasised: 48. … Lack of knowledge of the specific mechanics of a VAT fraud affords no basis for any argument that the decision of either tribunal was wrong in law: what is required is simply participation with knowledge in a transaction “connected with fraudulent evasion of VAT” …. 51. However, in my judgment, the holding of Moses LJ does not mean that the trader has to have the means of knowing how the fraud that actually took place occurred. He has simply to know, or have the means of knowing, that fraud has occurred, or will occur, at some point in some transaction to which his transaction is connected. The participant does not need to know how the fraud was carried out in order to have this knowledge. This is apparent from [56] and [61] of Kittel cited above. Paragraph 61 of Kittel formulates the requirement of knowledge as knowledge on the part of the trader that “by his purchase he was participating in a transaction connected with fraudulent evasion of VAT”. It follows that the trader does not need to know the specific details of the fraud.[61]In AC (Wholesale) Ltd v HMRC [2017] UKUT 191 (TCC), the Upper Tribunal addressed an argument that, when Moses LJ used the words “only reasonable explanation” and “only realistic possibility”, he must have meant that HMRC must discount all other conclusions and/or possibilities and it is, therefore, for HMRC to prove that the only reasonable explanation was the transactions were connected with fraud. However, the Upper Tribunal rejected that argument. At [29], it concluded: … we do not consider that HMRC are required to eliminate all possible reasonable explanations other than fraud before the FTT is entitled to conclude that the appellant should have known that the transactions were connected to fraud.[62]However, it added at [30]: Of course, we accept (as, we understand, does HMRC) that where the appellant asserts that there is an explanation (or several explanations) for the circumstances of a transaction other than a connection with fraud then it may be necessary for HMRC to show that the only reasonable explanation was fraud. As is clear from Davis & Dann, the FTT’s task in such a case is to have regard to all the circumstances, both individually and cumulatively, and then decide whether HMRC have proved that the appellant should have known of the connection with fraud. In assessing the overall picture, the FTT may consider whether the only reasonable conclusion was that the purchases were connected with fraud. Whether the circumstances of the transactions can reasonably be regarded as having an explanation other than a connection with fraud or the existence of such a connection is the only reasonable explanation is a question of fact and evaluation that must be decided on the evidence in the particular case. It does not make the elimination of all possible explanations the test which remains, simply, did the person claiming the right to deduct input tax know that, by his purchase, he was participating in a transaction connected with fraudulent evasion of VAT or should he have known of such a connection.[63]We did not detect any material disagreement between the parties’ approach to the above case law authorities, all the decisions of which are binding on us. Both Mr Carey’s and Mr Kelly’s skeleton arguments further referred us to this Tribunal’s decision in Red Rose Payroll Limited v HMRC [2025] UKFTT 878 (TC) and the following passage which considered due diligence (Mr McBride was the Member in Red Rose): 74. … as this tribunal held in PTGI International Carrier Service Limited v HMRC [2022] UKFTT 20 (TC) at [61]:
“The proper question for us to ask ourselves is not “Did the Appellant carry out proper due diligence?”; but “Did the Appellant have the means at its disposal of knowing that by its purchases it is participating in transactions connected with fraudulent evasion of VAT?”
Proper due diligence might be part of the means available to the Appellant. It is not the only means and that is why Moses LJ in Moblix [sic] encouraged the courts not to unduly focus on the question of whether the Appellant has acted with due diligence.” 75. The point about due diligence and the context referred to in Moblix [sic]is that “tick box” due diligence is not enough. So, it will not be open to a trader to carry out superficial due diligence and expect that to, necessarily, be sufficient. The corollary of that is that inadequate due diligence, on its own, will not be enough to establish that the trader ought to have known but had, in effect, turned a blind eye to the connection with fraud. It may be a starting point (and often a good one), but it will rarely be all that is required. As that is all HMRC has been able to establish in this case, we have come to the inevitable conclusion that the Respondents have failed to establish the burden upon them to show that the Appellant’s transactions with WM were connected with VAT fraud or that the Appellant ought to have known that they were so connected.[64]Although not binding on us, we adopt the approach taken in Red Rose.

The officers’ liability for the penalties

[65]Mr Carey also referred to us another decision of this Tribunal, that of JeneruhlTrading Ltd v HMRC [2024] UKFTT 735. That was a case in which the appellants there (Jeneruhl and its sole director) were seeking an order debarring HMRC’s further participation in the case on the basis that, as those two appellants asserted, HMRC’s pleaded case had no realistic prospect of success. In Jeneruhl, HMRC’s Statement of Case could be interpreted as arguing that the fact that the second appellant was the sole director of the first appellant was sufficient to satisfy the attribution requirement in section 69D(1).[66]The premise of the appellants’ arguments in Jeneruhl was that the fact that an individual is a director (or the sole director) is not sufficient to satisfy the test in section 69D(1). The point did not appear to be in dispute in Jeneruhl. Nor do we understand it to be in dispute in the present case. However, for completeness, we agree with that premise. In short, for section 69D(1)(b) to be satisfied, two separate conditions need to be satisfied:(1) the recipient of the attribution notice must be an officer of the company that is liable to a section 69C penalty; and, in addition(2) those actions of the company that gave rise to that liability must actually be attributable to that person.[67]We consider that the meaning of section 69D is sufficiently clear that we can proceed on that basis without resort to any extrinsic aid to statutory interpretation.

HMRC’s Statement of Case – Application to amend

[68]The first issue that we had to consider related to the adequacy of the pleading in HMRC’s Statement of Case and their recent application to amend the Statement of Case.

Order of dealing with these preliminary issues

[69]We initially considered whether it would be effective to hear from the Appellants first to consider their concerns about the adequacy of the pleadings and, in the light of those concerns, whether the amendments should be allowed.[70]However, it was intimated by the Appellants that, if we refused HMRC’s application to amend the Statement of Case, they were likely then to make a debarring application under rule 8(3)(c), (7) of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. So as to avoid the risk of issues getting confused, we agreed with the Appellants that we should deal with the issues discretely: first, whether HMRC should be permitted to amend their Statement of Case and, then if relevant (and assuming the Appellants wished to proceed down that route) address any questions about the adequacy of the pleadings.

Chronology so far as relevant to the application to amend the Statement of Case

[71]The appeals were notified to the Tribunal on the following dates. Appellant Subject matter Date of notice of appeal Brickwork Denial of input tax Penalty 8 November 2022 Contracting Denial of input tax Penalty 9 November 2022 Scaffolding Denial of input tax Penalty 9 November 2022 Messrs Parkhouse and Sutcliffe Officers’ liability for penalty 9 May 2023 Brickwork Removal of gross payment status 9 May 2023 Contracting Removal of gross payment status 17 May 2023 Scaffolding Removal of gross payment status 17 May 2023[72]HMRC’s consolidated Statement of Case was served on 13 November 2023.[73]HMRC served the first witness statement of Mr Rouse (HMRC officer) on 24 May 2024.[74]HMRC served the witness statement of Mr Mandalia (HMRC officer) on 23 May 2024.[75]HMRC served the witness statement of Mr Rintoul (HMRC officer) on 11 June 2024.[76]Mr Sutcliffe served his witness statement on 29 January 2025.[77]Mr Parkhouse served his first witness statement on 3 February 2025.[78]HMRC served a second witness statement of Officer Rouse on 19 May 2025.[79]Harlequin and Mr Sutcliffe submitted their “Fairford response” on 12 September 2025. Following the case of Fairford Group Ltd plc (in liquidation) v HMRC [2014] UKFTT 319 (TC), the Tribunal often requires taxpayers in cases of this nature to confirm which aspects of HMRC’s evidence they accept, so as to allow HMRC to know which witnesses would be required to attend and to help the Tribunal to make a better estimate of the length of the hearing. A Fairford response is a taxpayer’s response in accordance with such a direction.[80]Mr Parkhouse submitted his “Fairford response” on 22 September 2025.[81]Mr Parkhouse served his second witness statement on 22 September 2025.[82]HMRC served their skeleton argument on 20 March 2026.[83]Harlequin and Mr Sutcliffe served their skeleton argument on 27 March 2026. That skeleton argument asserts pleading inadequacies in HMRC’s Statement of Case.[84]HMRC filed and served an application to amend their Statement of Case and their proposed amended Statement of Case on 31 March 2026. The Tribunal’s e-mail system records the receipt of the application as 5.02pm.[85]Following an extension granted by the Tribunal, Mr Parkhouse served his skeleton argument on 7 April 2026.[86]The Appellants’ detailed objections were made on 8 April 2026.

Case law principles concerning pleadings related to fraud

[87]The Upper Tribunal has recently summarised the principles governing the importance of HMRC properly pleading allegations of dishonesty in their Statements of Case. In New Claire Wine Ltd v HMRC [2026] UKUT 116 (TCC) at [42], the Upper Tribunal said: 42. In relation to pleading dishonesty, Lewison J (as he then was) reviewed a number of relevant authorities in Mullarkey v Broad [2007] EWHC 3400 (Ch) at [41] to [44]: 41. In Belmont Finance Corporation Ltd. v. Williams Furniture Ltd. [1979] Ch. 250, 268 Buckley L.J. said:
“An allegation of dishonesty must be pleaded clearly and with particularity. That is laid down by the rules and it is a well-recognised rule of practice. This does not import that the word ‘fraud’ or the word ‘dishonesty’ must be necessarily used. The facts alleged may sufficiently demonstrate that dishonesty is allegedly involved, but where the facts are complicated this may not be so clear, and in such a case it is incumbent upon the pleader to make it clear when dishonesty is alleged. If he uses language which is equivocal, rendering it doubtful whether he is in fact relying on the alleged dishonesty of the transaction, this will be fatal; the allegation of its dishonest nature will not have been pleaded with sufficient clarity.” 42. In Armitage v Nurse Millett L.J. having cited this passage continued: “In order to allege fraud it is not sufficient to sprinkle a pleading with words like “wilfully” and “recklessly” (but not “fraudulently” or "dishonestly"). This may still leave it in doubt whether the words are being used in a technical sense or merely to give colour by way of pejorative emphasis to the complaint.” 43. In Paragon Finance plc v D B Thakerar & Co he said on the question of pleading: “It is well established that fraud must be distinctly alleged and as distinctly proved, and that if the facts pleaded are consistent with innocence it is not open to the court to find fraud. An allegation that the defendant ‘knew or ought to have known’ is not a clear and unequivocal allegation of actual knowledge and will not support a finding of fraud even if the court is satisfied that there was actual knowledge. An allegation that the defendant had actual knowledge of the existence of a fraud perpetrated by others and failed to disclose the fact to the victim is consistent with an inadvertent failure to make disclosure and is not a charge of fraud. It will not support a finding of fraud even if the court is satisfied that the failure to disclose was deliberate and dishonest. Where it is expressly alleged that such failure was negligent and in breach of a contractual obligation of disclosure, but not that it was deliberate and dishonest, there is no room for treating it as an allegation of fraud.” (Emphasis added)
It will of course be necessary to adapt those principles to the circumstances of this case where “ought to have known” can be sufficient for input tax to be denied. 44. In a case where the complaints relate to things that happened for the most part over fifteen years ago, it is, I think, all the more important that the allegations of dishonesty be clearly and distinctly pleaded.[88]The Upper Tribunal continued in its next paragraph to explain the rationale for this additional procedural step: 43. Mr Bedenham [leading Counsel for the Appellant company in that case] rightly submitted that a finding of deliberate behaviour in the context of the relevant provisions is a serious matter. It permits discovery assessments and extended time limits for assessments; it significantly increases the level of penalties that HMRC can impose; it permits publication of a taxpayer’s name and details pursuant to section 94 Finance Act 2009; and it can lead to what is effectively a piercing of the corporate veil whereby a company officer can become personally liable for a penalty payable by a company pursuant to a personal liability notice. As such, we acknowledge that it was necessary for HMRC to clearly plead and prove the allegation of deliberate behaviour.

Principles governing the amendment of documents such as the Statement of Case

[89]Under rule 5(3)(c) of the Tribunal’s rules, the Tribunal may permit a party to amend a document. Any such decision has to be made in accordance with the overriding objective (rule 2).[90]The principles that should be adopted were summarised in Quah Su-Ling v Goldman Sachs International [2015] EWHC 759 (Comm) (“Quah”) at [38] where Carr J (as she then was) held as follows: Drawing these authorities together, the relevant principles can be stated simply as follows : a) whether to allow an amendment is a matter for the discretion of the court. In exercising that discretion, the overriding objective is of the greatest importance. Applications always involve the court striking a balance between injustice to the applicant if the amendment is refused, and injustice to the opposing party and other litigants in general, if the amendment is permitted; b) where a very late application to amend is made the correct approach is not that the amendments ought, in general, to be allowed so that the real dispute between the parties can be adjudicated upon. Rather, a heavy burden lies on a party seeking a very late amendment to show the strength of the new case and why justice to him, his opponent and other court users requires him to be able to pursue it. The risk to a trial date may mean that the lateness of the application to amend will of itself cause the balance to be loaded heavily against the grant of permission; c) a very late amendment is one made when the trial date has been fixed and where permitting the amendments would cause the trial date to be lost. Parties and the court have a legitimate expectation that trial fixtures will be kept; d) lateness is not an absolute, but a relative concept. It depends on a review of the nature of the proposed amendment, the quality of the explanation for its timing, and a fair appreciation of the consequences in terms of work wasted and consequential work to be done; e) gone are the days when it was sufficient for the amending party to argue that no prejudice had been suffered, save as to costs. In the modern era it is more readily recognised that the payment of costs may not be adequate compensation; f) it is incumbent on a party seeking the indulgence of the court to be allowed to raise a late claim to provide a good explanation for the delay; g) a much stricter view is taken nowadays of non-compliance with the Civil Procedure Rules and directions of the Court. The achievement of justice means something different now. Parties can no longer expect indulgence if they fail to comply with their procedural obligations because those obligations not only serve the purpose of ensuring that they conduct the litigation proportionately in order to ensure their own costs are kept within proportionate bounds but also the wider public interest of ensuring that other litigants can obtain justice efficiently and proportionately, and that the courts enable them to do so.[91]Although Quah was heard in the High Court, this Tribunal has frequently held that the principles set out in that case apply equally in cases in this Tribunal. A recent example was the case of Rai v HMRC [2026] UKFTT 404 (TC) where a late amendment to the taxpayer’s grounds of appeal was allowed. One of the factors considered relevant in that case was alluded to before us by Mr Abernethy, being the importance of taxpayers paying the correct amount of tax. This is sometimes referred to as “the venerable principle” reflecting how it was described in a judgment of Henderson J (as he then was) which was subsequently endorsed by the Supreme Court in HMRC v Tower MCashback LLP 1 [2011] UKSC 19 at [15]. As per Henderson J: There is a venerable principle of tax law to the general effect that there is a public interest in taxpayers paying the correct amount of tax, and it is one of the duties of the Commissioners [now the First-tier Tribunal The original references to “Commissioners” related to the fact that two of the predecessor tribunals were known, collectively, as the General and Special Commissioners. ] in exercise of their statutory functions to have regard to that public interest. … For present purposes, however, it is enough to say that the principle still has at least some residual vitality in the context of section 50, and if the Commissioners [the First-tier] are to fulfil their statutory duty under that section they must in my judgment be free in principle to entertain legal arguments which played no part in reaching the conclusions set out in the closure notice. Subject always to the requirements of fairness and proper case management, such fresh arguments may be advanced by either side, or may be introduced by the Commissioners [the First-tier] on their own initiative.

The nature of the amendments

[92]There were just three paragraphs that were proposed to be changed:(1) There was the insertion of a new paragraph 17a. As this paragraph seeks to identify individuals and companies who, on HMRC’s case, were heavily involved in an extensive fraud but who were not parties to the present appeals, nor even necessarily aware of the proceedings, we feel it is inappropriate to identify them in this published decision. We will therefore use square brackets to indicate where we have redacted the text. We recognise that an individual with sufficient patience and/or IT skills might be able to discern the identity of those persons we have redacted. We also note that their names were stated in a public forum in the course of the hearing. We consider the approach we have taken to be a reasonable compromise. On that basis, HMRC’s proposed paragraph 17a read: 17a Between 6 February 2019 and 8 July 2022, Mr [H] was a director of FFCS. He was its sole director for the period between 25 April 2019 and 8 July 2022. On 8 July 2022, Mr [H] was disqualified as a director for a period of 9 years due to his conduct as a director of [G Ltd] and [C Ltd]. These companies were subject to HMRC labour fraud investigations and assessed for a total of £1,405,224.00. Mr [H] failed to keep adequate accounting records and/or to deliver them up to the liquidator(s). This prevented the liquidator(s) from ascertaining whether millions of pounds of payments to and from the companies’ accounts represented legitimate trading receipts and genuine company expenses, and from determining whether the companies had properly accounted for the tax due to HMRC.(2) The transactions in relation to which the Kittel decision was made were those between the Harlequin and FFCS. The essence of proposed new paragraph 17a was to provide additional information concerning FFCS’s director, whom we have referred to as Mr [H], in relation to other companies with which he was connected. That additional information could be found within the witness evidence served by HMRC and/or the exhibits thereto, although it became apparent during the hearing that the reference to “[G] Ltd” was not contained in any witness statement (where C Ltd and another company were referred to), although the exhibit evidencing Mr H’s disqualification related to G Ltd and C Ltd.(3) The second paragraph to be amended was paragraph 18 of the Statement of Case. There were two types of amendment to that paragraph. (a) First, there was a minor correction about the VAT filing history of FFCS. The original Statement of Case indicated that FFCS had submitted only one VAT return, a nil return submitted in April 2018. The correction made clear that there had been previous VAT returns followed by a nil return in relation to the period ended 30 April 2018, after which no more VAT returns were submitted. (b) In addition, there were new facts pleaded as follows: [FFCS’s VAT registration was cancelled on the grounds that it was fraudulently evading VAT] or otherwise misusing the VAT system. In addition to FFCS failing to make VAT returns after April 2018, its agent had failed to arrange a meeting between HMRC Officers and FFCS’s directors and produce its business records on request. On 11 December 2020, FFCS’s liquidator applied for its VAT registration to be cancelled.(4) The third paragraph to be amended was 101 which was one of three paragraphs (the others being 100 and 102) under the heading “Connection with Fraudulent Evasion of VAT”). In cases of this type, a number of matters need to be proven (see ¶‎42 above) and, quite properly, HMRC sought to plead each of those matters under separate headings.(5) As originally drafted, paragraph 101 read as follows: 101 The Appellants, the Unsigned Contract, and the invoices provided suggest that FFCS was the supplier of the Labour Supplies. To the extent that this is correct: —101.1 FFCS is a fraudulently defaulting trader.101.2 Paragraph 18 above is repeated.101.3 Paragraphs 45 to 47 above are repeated.101.4 By failing to submit returns, FFCS deliberately failed to declare and pay the correct amount of VAT on the Labour Supplies it provided. This occasioned tax losses that were never paid to the Respondents. Those losses were fraudulent.(6) The proposed amended Statement of Case sought to add the following additional cross-references.101.5 Paragraph 17 above and paragraph 103.6 below are repeated.101.6 Paragraphs 38.1, 38.2, 40 and 41 above and paragraph 103.5 below are repeated.101.7 Paragraphs 38.2 and 68.10 above and paragraph 103.7 below are repeated.101.8 Paragraphs 62-63, 38.3, 75.1, and 21 above and paragraph 103.11 below are repeated.101.9 Paragraphs 103.8 to 103.10 below are repeated.101.10 Paragraph 17a above is repeated.(7) It will be noted that most of the cross-references were to facts pleaded elsewhere in the original Statement of Case, but the last was a cross-reference to the proposed paragraph 17a.

HMRC’s arguments

[93]Mr Abernethy argued that the Statement of Case as originally served was adequate and that HMRC’s application to amend was taken purely as a precautionary measure.[94]In relation to the amendments to paragraph 101, he pointed out that the newly pleaded particulars of fraud were already pleaded elsewhere in the Statement of Case and that the document should be read as a whole.[95]The other amendments did no more than to bring the Statement of Case in line with the evidence that the Appellant had long been in possession of.[96]Mr Abernethy relied on the judgment of Bryan J in National Bank Trust v Yurov [2020] EWHC 100 (Comm) which cited from earlier case law at [249]: The Bank is on sure ground when it relies upon what was said by David Richards J in HMRC v Begum et al [2010] EWHC 1799 (Ch) at [89]-[91] which makes the important point that pleading is not a game and it is about fairness and fairly understanding the case that has to be met, and points about whether a case has been adequately pleaded are to be looked at in that context:- “89 In approaching criticism of the very detailed nature put forward by the defendants in this case, it is as well to bear in mind the following passage in the judgment of Saville LJ in British Airways Pension Trustees Ltd v Sir Robert McAlpine & Sons Ltd (1994) 45 Con LR 1 at 4-5: The basic purpose of pleadings is to enable the opposing party to know what case is being made in sufficient detail to enable that party properly to prepare to answer it. To my mind it seems that in recent years there has been a tendency to forget this basic purpose and to seek particularisation even when it is not really required. This is not only costly in itself, but is calculated to lead to delay and to interlocutory battles in which the parties and the Court pore over endless pages of pleadings to see whether or not some particular point has or has not been raised or answered, when in truth each party knows perfectly well what case is made by the other and is able properly to prepare to deal with it. Pleadings are not a game to be played at the expense of the litigants, nor an end in themselves, but a means to the end, and that end is to give each party a fair hearing. Each case must of course be looked at in the light of its own subject matter and circumstances. … The basic purpose of pleadings is to enable the opposing party to know what case is being made in sufficient detail to enable that party properly to prepare to answer it. To my mind it seems that in recent years there has been a tendency to forget this basic purpose and to seek particularisation even when it is not really required. This is not only costly in itself, but is calculated to lead to delay and to interlocutory battles in which the parties and the Court pore over endless pages of pleadings to see whether or not some particular point has or has not been raised or answered, when in truth each party knows perfectly well what case is made by the other and is able properly to prepare to deal with it. Pleadings are not a game to be played at the expense of the litigants, nor an end in themselves, but a means to the end, and that end is to give each party a fair hearing. Each case must of course be looked at in the light of its own subject matter and circumstances. … 90 To like effect, after the introduction of the CPR, was Lord Woolf MR in McPhilemy v Times Newspapers Ltd [1999] 3 All ER 775 at 792–3: The need for extensive pleadings including particulars should be reduced by the requirement that witness statements are now exchanged. In the majority of proceedings identification of the documents upon which a party relies, together with copies of that party's witness statements, will make the detail of the nature of the case the other side has to meet obvious. This reduces the need for particulars in order to avoid being taken by surprise. This does not mean that pleadings are now superfluous. Pleadings are still required to mark out the parameters of the case that is being advanced by each party. In particular they are still critical to identify the issues and the extent of the dispute between the parties. What is important is that the pleadings should make clear the general nature of the case of the pleader. … As well as their expense, excessive particulars can achieve directly the opposite result from that which is intended. They can obscure the issues rather than providing clarification. In addition, after disclosure and the exchange of witness statements pleadings frequently become of only historic interest. Although in this case it would be wrong to interfere with the decision of Eady J, the case is overburdened with particulars and simpler and shorter statements of case would have been sufficient. Unless there is some obvious purpose to be served by fighting over the precise terms of a pleading, contests over their terms are to be discouraged.[97]Mr Abernethy also explained how the principles derived from the civil courts were applied in this Tribunal. In particular, he referred us to this Tribunal’s decision in Worldpay (UK) Ltd v HMRC [2019] UKFTT 235 (TC) where Judge Mosedale observed: LAW ON PLEADINGS 7. The Tribunal’s rules require there to be pleadings: they require the appellant to set out its grounds of appeal and they require HMRC to file a statement of case in response. But what those pleadings must contain and the effect of something not being pleaded is not set out expressly in the Rules. 8. It is proper, I think, particularly in substantial cases in the Tax Tribunal where both sides are legally represented, like this one, to consider the CPR on pleadings, where more specific guidance is given. This is because the Tribunal’s objective is to deal with cases fairly and justly, and the CPR has the same objective. And while the CPR do not directly apply in the Tribunal, it is accepted they can be a guide to the Tribunal (see [26] of BPP [2017] UKSC 55. 9. Under the CPR, pleadings are needed to identify the issues that the court or Tribunal will adjudicate upon. So the appellant’s grounds of appeal (‘statement of case’ in the CPR) must raise the issues it seeks an adjudication upon. It is the position under the CPR (CPR 16.5(3)) that, unless implicit in the defence that the respondent does not accept an allegation made by the appellant, silence on the allegation is acceptance of it. The respondent, as much as the appellant, must set out its case in its pleadings. 10. Having said that, it is no longer the case that a failure to properly plead something is always fatal to being able to raise the issue: the purpose of pleadings is to give each party fair warning of the other party’s case in the hearing, and if that is done (perhaps by what is said later in witness statements) then that may be sufficient. But it is normally going to be far too late to raise something new in a skeleton argument as that is almost certainly too late to give fair warning. A party which wishes to raise a new ground should normally apply to amend its pleadings. 11. See, for example what was said by Lord Woolf MR in McPhilemy v Times Newspapers Ltd [1999] 3 All ER 775, 792J-793A [Judge Mosedale then cited parts of the passage cited at ¶‎96 above.][98]Mr Abernethy submitted that the Statement of Case should be read in the light of what the Appellants had said in their grounds of appeal and, in particular, that they had implicitly accepted that a fraud had taken place. For example, in its appeal against the removal of the Gross Payment Status, Brickwork had included the following in its grounds of appeal (as drafted by its then solicitors): Contracting and Scaffolding’s notices of appeals used similar language. This [appeal] is linked to other matters that are before the tribunal specifically an appeal against assessments raised under the Kittelprinciple. A hardship application has been submitted and accepted by the HMRC. Our clients contend that they at all times complied with what they understood their obligations to be under the scheme and were themselves victims of the Fraud. [emphasis added][99]It was Mr Abernethy’s submission that Harlequin had already conceded the existence of a fraud and, therefore, any supplementary pleading of that aspect HMRC’s case could not cause the Appellants any prejudice. Mr Abernethy, in response to a question from the Tribunal, suggested that the Harlequin should have prefaced the word “Fraud” with “alleged” or “purported” (or some other similar qualifying adjective).[100]Mr Abernethy also made the observation that at no time since the Statement of Case was served did any of the Appellants challenge its adequacy either with a strike out application or an application for further and better particulars. Instead, the Appellants made a series of applications for an extension of time to submit their witness evidence which was drafted largely as a line-by-line response to the witness statements submitted on behalf of HMRC (which included the factual allegations that HMRC now seek to insert into the Statement of Case).[101]So far as the need to plead fraud clearly and with particularity, Mr Abernethy referred us to the judgment of Newey LJ in The Persons Identified in Schedule 1 to the Re-Amended Particulars of Claim v Standard Chartered plc [2024] EWCA Civ 674 and his discussion at between [24] and [31] of the significance of the dissenting speech of Lord Millett in Three Rivers DC v Bank of England (No 3) [2003] 2 AC 1. For example, he observed at [27]: It is to be remembered, however, that Lord Millett was dissenting. Plainly, he did not agree with the majority about the application of the law to the facts, but I do not understand the majority to have been in complete agreement with him about the legal principles, either. In particular, Lord Millett’s comment that “[i]t is not … correct to say that if there is no specific allegation of dishonesty it is not open to the court to make a finding of dishonesty if the facts pleaded are consistent with honesty” can be contrasted with Lord Hope’s observation that “[i]f there is no specific allegation of dishonesty, it is not open to the court to make a finding to that effect if the facts pleaded are consistent with conduct which is not dishonest such as negligence”.[102]Mr Abernethy made the point that pleadings are to be contrasted with evidence. As Newey LJ later said at [46] (with emphasis in the original): Particulars of claim must include “a concise statement of the facts on which the claimant relies” (emphasis added), not the evidence relied on to support those facts.[103]And as Newey LJ continued:47. There is, of course, a line of authority to the effect that, if it is to be alleged that fraud or dishonesty is to be inferred, the primary facts must be pleaded and such as to “tilt the balance”: see Sofer and Kekhman, following Lord Millett in Three Rivers. I do not think, however, that it is always incumbent on a claimant to support an allegation of fraud or dishonesty with additional “primary facts”, let alone to detail the evidence it might call to prove it. Suppose, say, that a claimant brought a misappropriation claim on the strength of information from a whistle-blower with personal knowledge of the relevant events. The claimant might be in a position to detail the alleged dishonesty without inviting any inference of dishonesty. In such a case, there can be no requirement to specify “primary facts” capable of “tilting the balance”.48. That is by no means to say that there is no need for particularisation where an allegation of dishonesty is made. To the contrary, in Three Rivers Lord Hope emphasised the “need for particulars to be given” to explain the basis of an allegation of bad faith or dishonesty, that an allegation of fraud, dishonesty or bad faith “must be supported by particulars” and that “[t]he other party is entitled to notice of the particulars on which the allegation is based”. The serious nature of an allegation of fraud or dishonesty makes proper particularisation especially important.[104]For the proposition that one should read the pleadings as a whole, Mr Abernethy referred us to the judgment of Sir William Blair in Blockchain Optimization SA v LFE Market Ltd [2020] EWHC 2027 (Comm) at [52] and (even more clearly) at [53]: 52. Sub-paragraph 50 a pleads that there was no genuine intention on the part of D4 (Mr Hunt) and/or Ds 1 and 2 to purchase football club shares by the sale of cryptocurrency, to establish a stock exchange for tokens or to organise social events:
“ … as evidenced by the fact that no such activities were ever undertaken by either the First or the Second Defendants. Alternatively, if such an intention ever existed, it only remained in existence for a fleeting period of time and was rapidly abandoned”
. Ds’ challenge is that this paragraph is objectionable as a plea of fraud since the fact that the activities were not undertaken is as consistent with the failure of the business as it is with any dishonest intention. Looked at in isolation, I agree with Ds that the absence of activities does not of itself evidence the absence of genuine intention. But looked at in the context of the whole pleading, I do not think that the sub-paragraph should be struck out, because in context the absence of activities takes on a more serious complexion. Paragraph 50 aa pleads a lack of intention to promote the project without supporting facts pleaded, and I consider that the same applies. 53. Sub-paragraph 50 b (now subdivided into three) pleads false representations as to a purported investment by a Japanese investor, the fact that agreements with football clubs for share purchase were not in place, and an allegation that when Cs advanced funds in March 2018 it was represented that about US$3m would be sufficient to launch the stock exchange/trading platform such that it would start generating income. Again, I agree with Ds that it is not enough merely to plead a representation and to assert that it was made fraudulently – the primary facts from which the court is invited to infer that the statement was made fraudulently must be pleaded. But the pleading as a whole has to be taken into account, and statements which are asserted to be factually untrue, when taken cumulatively, can go to support an allegation that they were all made fraudulently, even if individually they would be equally consistent with innocence. [our emphasis][105]The final authority which Mr Abernethy took us to was the Upper Tribunal’s decision in HMRC v Katib [2019] UKUT 189 (TCC). That was a case where a taxpayer had been relying on an argument that he had been defrauded by his accountant as a part of his argument that he should be permitted to make a late appeal to this Tribunal against a personal liability notice. This Tribunal had admitted the late appeal and HMRC sought to appeal against that decision to the Upper Tribunal. HMRC’s appeal was on the basis that the First-tier had no basis for making findings of dishonesty against the accountant in the absence of a properly pleaded case. HMRC’s case relied upon what Lord Millett had said in Three Rivers. Leaving aside the question as to which aspects of Lord Millett’s speech represented the views of the majority, the Upper Tribunal rejected HMRC’s argument:30. We do not, however, consider that either of the principles that Lord Millett identified was infringed in the circumstances of this case.31. First, Lord Millett was making his comments in relation to the situation where a claimant is making allegations of fraud against the defendant to the proceedings because it is clearly important for the defendant (who has to answer the claimant’s case) to know the precise nature of an allegation that is made against him or her and the precise facts that are relied upon to substantiate an inference of fraud. Mr Katib was not making any allegations of fraud against HMRC; rather he was saying that the fact he had suffered fraud at the hands of Mr Bridger meant that the FTT should exercise discretion to permit him to make a late appeal.32. Second, as we have noted, Mr Katib had made it plain in his witness statement that he considered Mr Bridger had acted fraudulently and the facts he relied upon to support that allegation. As noted at [27], we do not consider it matters greatly that the allegation was made, and particularised, in Mr Katib’s witness statement, rather than in his grounds of appeal. [emphasis as per the original][106]Finally, Mr Abernethy addressed on the timing of HMRC’s application. In particular, he disputed Mr Parkhouse’s suggestion that the new pleading would necessitate further evidence (which would then necessitate an adjournment to the hearing). As Mr Abernethy summarised his case, in paragraph 101, HMRC are merely adding cross-references; they are not seeking to introduce any new allegations of primary fact. Furthermore, because many of the new cross-references in paragraph 101 were to allegations listed in paragraph 103 (which was where HMRC particularised the facts which meant that Harlequin knew or should have known about the fraud), HMRC were not even seeking to introduce new indicia of fraud.

The Appellants’ arguments

[107]Messrs Carey and Kelly made clear that, in this regard and except where clearly indicated, they were happy to adopt the submissions by the other.[108]Mr Carey submitted that there was no obligation on the Appellants to tell HMRC how to plead their case on dishonesty. He further submitted that there was nothing novel about the need to plead dishonesty clearly and with particularity: this has been known to HMRC for over two decades.[109]Reliance was placed on the decision of Andrew Smith J in Gamatronic (UK) Ltd v Hamilton [2013] EWHC 3287 (QB) at [26]: I therefore come to the criticisms of the claimants’ statement of case, and the argument that claims are not sufficiently pleaded. Ms Oakeshott emphasised the guidance of Lord Wolff in McPhilemy v Times Newspapers Ltd, [1999] 3 All ER 775 and cited in the White Book at 16.0.2 that statements of case should be concise and avoid excessive details and particulars. That is so, but they must still be sufficient accurately to identify the issues for the court as well as the parties. For this reason I reject any suggestion that a pleading is sufficient if the other parties can discern what lies behind it: parties should not have to dig behind what is pleaded to detect what is alleged (particularly where dishonesty or comparable impropriety is alleged); and, perhaps more important, its meaning should be plain to the court as well as other parties.[110]His argument was that “dig[ging] behind” meant not only having to look at other documents (such as witness evidence) but also elsewhere within the pleadings themselves.[111]It was further submitted that HMRC were nevertheless on notice that their pleadings were inadequate by the wording in the Appellants’ Fairford response.[112]Mr Carey made the point that, in these kinds of cases, HMRC hold all the information that underpins their decision; furthermore, it is only in their Statement of Case will HMRC generally reveal to the taxpayer the identity of the fraudulent trader further along the contractual chain. This is why it is so important, Mr Carey said, for the Statement of Case to plead the elements of a Kittel decision so carefully.[113]Furthermore, there is a key difference between the pleadings related to the fraud itself and those that relate to an appellant’s knowledge (actual or constructive).[114]Accordingly, Mr Carey submitted, adding cross references in paragraph 101 of the Statement of Case to facts already pleaded there in paragraph 103 does not amount to insignificant drafting niceties.[115]Mr Kelly’s submissions broadly complemented those of Mr Carey. He went into further detail by analysing the actual proposed changes to the Statement of Case. He also argued that, if the amendments were granted, he would seek an adjournment so that his client could adduce further evidence to rebut the expanded case being advanced by HMRC.

HMRC’s reply

[116]Mr Abernethy replied to Messrs Carey and Kelly. In particular, he relied upon a general principle that, where a statement of case is defective, the court should first consider whether that defect can be cured by amendment before resorting to striking it out.[117]He also argued that, to the extent that facts relevant to the alleged fraud were pleaded in the first part of HMRC’s Statement of Case, it was unnecessary to repeat them in paragraph 101 when the allegations of fraud were then particularised.[118]He acknowledged that the amendment was late but disputed that it was very late in the Quah sense as he did not consider that the proposed amendments would lead to any need to adjourn the hearing.

Our decision

[119]We gave an oral decision on the first day of the hearing. As agreed by the parties, we have set out our reasons in this decision notice.[120]Although it was perhaps inevitable, the submissions of the parties did stray into arguing whether or not the originally pleaded case was adequate. We do not seek to criticise the parties for this: those submissions did in any event provide some useful context for this particular point. However, in this part of the decision (as we explained to the parties at the hearing), we are not making any comment as to the adequacy of the original pleadings.[121]It was common ground that the Appellants were under no obligation to give HMRC early warning of their concerns as to the adequacy of the pleading. It was similarly common ground that giving early notice (such as in a Fairford response) would make HMRC’s application a few days before the hearing particularly unattractive. However, we do not agree with the Appellants that the wording of the Fairford responses amounted to a clear warning to HMRC that the pleadings in the Statement of Case were sufficient to put HMRC on notice. The relevant passage in the Fairford response from Harlequin and from Mr Sutcliffe read as follows: 6. The Appellants reserve their position in respect of all evidence that has been adduced by the Respondents for which there is no pleaded case. It is of some note that without a proper basis for evidence having been adduced, by reference to the pleaded case, it is irrelevant to the issues before the FTT, and the FTT will be invited to strike it out and/or ignore it. The Appellants also reserve their position as to the appropriateness of the Respondents’ witnesses having reviewed each other’s evidence/exhibits in the preparation of their evidence which is abusive and/or potentially indicative of contamination of evidence between witnesses.[122]In the absence of even a single example of evidence having been adduced which goes beyond the pleadings, the wording in our view is insufficiently clear to amount to any effective warning that the pleadings are considered to be inadequate. On the other hand, we agree with the parties that the Appellants were under no obligation to point out any perceived shortcomings in HMRC’s case. HMRC can be assumed to know how to present their case. Furthermore, what might appear to an outsider to be a deficiency might be the result of a deliberate decision taken by HMRC in light of the wider caseload of which only HMRC will be aware.[123]It is unrealistic to expect any party to be constantly reviewing its case. On the other hand, a total failure to review the case at any stage is not appropriate either. Notwithstanding what we say in the previous paragraph, had HMRC responded to the Fairford responses (or at around that time) and applied to amend their Statement of Case then (as opposed to in the days leading up to the hearing), the application would almost certainly have been allowed.[124]In the circumstances, however, we refused the application except in relation to the minor amendments made to paragraph 18. In reaching this decision, we had the guidance in Quah fully in mind. In particular:(1) we recognised the competing aspects of the overriding objective as set out in rule 2(2). For example, this is clearly an important case where a lot of VAT is at stake and, as a result, it is not disproportionate to require a fully-compliant Statement of Case. On the other hand, the Tribunal is required to avoid unnecessary formality. However, the need to plead allegations of fraud properly is specifically to promote fairness, which is a key part of the definition of the overriding objective in rule 2(1): thus, without even needing to look at the list in rule 2(2). In any event, rule 2(2)(b) does not mandate the avoidance of formality, but the avoidance of unnecessary formality. As the authorities make clear, the principles governing the pleading of fraud represent a necessary formality;(2) as for the timing of the application, we consider that in terms of ordinary language it is “very late”, irrespective of whether or not it would necessitate an adjournment of the hearing. Again, this boils down to the stringencies imposed on parties when alleging fraud. As both parties were keen to point out, “pleading is not a game”. This is because it is an important step to be taken to allow the other parties to prepare for the hearing. There comes a stage at which point the parties are entitled to some sense of finality and can proceed to the hearing knowing what facts they need to establish in order to win their case. Each case will undoubtedly turn on its own facts. However, in this case, the application was made three working days before the Tribunal’s reading day. This was too late to make any substantive change;(3) we accept that HMRC made their application very promptly after being put on notice as to the potential deficiencies in the pleading. However, this does not assist them. This is because it was the inadequacy of their drafting that was the problem and thus their difficulties are entirely of their own making. If we put it another way, if HMRC are to be routinely permitted to remedy deficient Statements of Case by promptly responding to criticisms contained in an appellant’s skeleton argument, this will simply encourage appellants to be less candid with their criticism at the skeleton argument stage and encourage them to ambush HMRC with their complaints at the hearing itself. In our view, that would be contrary to the overriding objective. The Appellants rightly highlighted the shortcomings of HMRC’s pleading in their skeleton arguments. In our view, it was now too late for HMRC to make any more than a superficial modification to their pleadings of fraud.[125]We acknowledge that our decision might have the effect of hampering HMRC’s opportunity to argue their full case (and therefore encroaches upon our ability to give effect to the venerable principle). However, the “right amount of tax” is not a trump card that overrides all other principles. Indeed, as Henderson J acknowledged, that aspect of the public interest is “subject always to the requirements of fairness and proper case management”.[126]So far as Katib is concerned, we disagree with Mr Abernethy. This case is not akin to one where a taxpayer seeks permission to make a late appeal because of the alleged fraudulent conduct of his adviser. From our perspective, the fundamental distinction is that, in Katib, the fraudulent conduct complained of did not involve HMRC. Accordingly, there was no need for Mr Katib to have put HMRC on notice (in the way that requires the particularising of the allegations of fraud) as to the components of the fraudulent behaviour. Although HMRC are not (necessarily) accusing the Appellants of causing the fraudulent loss of VAT, they are necessarily saying that Harlequin was involved in trades that were connected with the fraudulent loss of VAT. Although the alleged defrauding persons are extraneous to the Appellants, and thus “third parties”, they are more closely connected to the Appellants than Mr Katib’s adviser was to HMRC. For these reasons, we see no reason why this merits any dilution of the rigorous standards that have been laid down about the pleading of allegations of fraud in cases involving Kittel decisions.[127]Applying these principles to the various amendments proposed:(1) the insertion of proposed paragraph 17a and the substantive changes to paragraph 18 amount to the introduction of new factual allegations; it was now too late to amend the scope of the pleadings of the case even to the extent that those factual allegations might be supported by evidence adduced by HMRC’s witnesses;(2) the minor correction in paragraph 18 about the VAT filing history of FFCS was one where we felt that the interests of justice permitted the late correction of HMRC’s pleaded case;(3) HMRC made a number of allegations that suggest the fraudulent evasion of VAT in paragraph 101 of the Statement of Case. Reading the Statement as a whole, the use of headings in the Statement makes it clear that the extent of HMRC’s case on the fraudulent evasion of VAT was limited to the facts alleged in paragraphs 100 to 102. In contrast, HMRC set out their case on the Appellants’ knowledge of the alleged fraud under heading “Knew or Should Have Known” which covered paragraphs 103 to 105. We fully accept that there are individual sub-paragraphs within section 103 which, when read in isolation, amount to an allegation of a fraud (alongside the allegations of knowledge (actual or constructive)). However, given the layout of the document and their location within that document, we do not consider it reasonable for the Appellants to be expected to infer that HMRC were also relying on those further allegations as a part of their case that there had been a fraudulent evasion of VAT. Thus, we consider that the addition of cross-references to the various sub-paragraphs of paragraph 103 to be more than cosmetic and that, instead, it amounts to an attempted extension of HMRC’s case which, a week before the start of the hearing, was too late. For similar reasons, we refuse the other amendments that seek to bring in additional facts pleaded elsewhere in the Statement of Case to reinforce HMRC’s list of alleged indicia of fraud. Proposed subparagraph 101.10 would fail for these reasons if our decision at ‎(1) above did not already make it redundant. The appellants’ debarring application Outline

The appellants’ debarring application

[128]As a consequence of our decision to refuse HMRC’s application to amend their Statement of Case, the Appellants made a joint application seeking to debar HMRC from further participation in the Appeal under rule 8(3)(c), (7). It was likely that, if we acceded to their application, the Appellants would then invite us under rule 8(8) to summarily determine the appeal in their favour given that, in a case such as this, the burden of proof lies on HMRC.[129]For the reasons that follow, we refused this application having heard only from the Appellants. However, we wish to make clear that this was not because the application was in any way unmeritorious. Quite the contrary. In our view, it was a very close-run thing. However, the Appellants’ submissions took up the morning of the second day of the hearing (we started late as we were told to anticipate the application and the delayed start would enable us to read the application before we heard the Appellants’ oral submissions) and we expected to hear Mr Abernethy’s response after the lunchbreak. However, we decided during the lunchbreak that the test for debarring had not quite been met in this case and, therefore, it was unnecessary to prolong matters by seeking submissions from Mr Abernethy and a reply from the Appellants. The Appellants’ submissions[130]Mr Carey took us to the case law which emphasised:(1) the need for particulars of fraud to be properly and clearly particularised;(2) that words such as “fraud” need not be used as long as it is clear that the facts alleged are unambiguously alleging fraudulent conduct, rather than capable of attracting a less serious description (e.g. negligence);(3) that each element of the alleged fraud must be particularised;(4) that, where elements go to more than one component of a party’s case, it is necessary to make clear which element is relevant to which component; and(5) that, whilst one must read pleadings in their context (i.e. as a whole), context is not an answer to inadequate pleading. Thus, to use the example cited at ¶‎128(3), where an allegation is expressly used to support the argument that the Appellants knew or should have known that a fraud was being carried out, it is not permissible (without additional words) for that same allegation then to be deployed in addition to support the argument that there was a fraud. They are separate components and need to be separately pleaded.[131]He then took us to paragraph 101 of the Statement of Case and then sought to argue that there was inadequate pleading of fraud within that paragraph.(1) He made it clear that the mere fact that FFCS did not pay the VAT to HMRC or that it stopped submitting VAT returns was insufficient to amount to an allegation of fraud, because the non-payment of VAT and the non-submission of VAT returns could have other non-fraudulent causes.(2) He similarly made it clear that an allegation of fraud (or some other similar pejorative term) is not enough to prove a fraud.(3) He gave examples of what could or should have been said in addition to “tilt” the pleadings into those that amount to an allegation of fraud. For example, he said that there needed to be allegations of the “fraudster” using the same address for other fraudulent activities, or “pocketing” the VAT that should have been accounted for to HMRC, or other facts such as a confectioner suddenly and inexplicably trading in mobile phones, or a change of company name or the creation of new capital– something that justifies a conclusion that a fraud is being carried on.[132]In response to a question from the Tribunal as to why the combination of the express references to fraud and the non-delivery of VAT returns and non-payment of VAT was insufficient, Mr Carey argued that this was addressed by Lord Millett in his speech in Three Rivers and in particular what was said at [184], [185], [186]: 184. It is well established that fraud or dishonesty (and the same must go for the present tort) must be distinctly alleged and as distinctly proved; that it must be sufficiently particularised; and that it is not sufficiently particularised if the facts pleaded are consistent with innocence: see Kerr on Fraud and Mistake 7th ed (1952), p 644; Davy v Garrett (1878) 7 Ch D 473, 489; Bullivant v Attorney Genera; for Victoria [1901] AC 196; Armitage v Nurse [1998] Ch 241, 256. This means that a plaintiff who alleges dishonesty must plead the facts, matters and circumstances relied on to show that the defendant was dishonest and not merely negligent, and that facts, matters and circumstances which are consistent with negligence do not do so.185. It is important to appreciate that there are two principles in play. The first is a matter of pleading. The function of pleadings is to give the party opposite sufficient notice of the case which is being made against him. If the pleader means “dishonestly” or “fraudulently”, it may not be enough to say “wilfully” or “recklessly”. Such language is equivocal. A similar requirement applies, in my opinion, in a case like the present, but the requirement is satisfied by the present pleadings. It is perfectly clear that the depositors are alleging an intentional tort.186. The second principle, which is quite distinct, is that an allegation of fraud or dishonesty must be sufficiently particularised, and that particulars of facts which are consistent with honesty are not sufficient. This is only partly a matter of pleading. It is also a matter of substance. As I have said, the defendant is entitled to know the case he has to meet. But since dishonesty is usually a matter of inference from primary facts, this involves knowing not only that he is alleged to have acted dishonestly, but also the primary facts which will be relied upon at trial to justify the inference. At trial the court will not normally allow proof of primary facts which have not been pleaded, and will not do so in a case of fraud. It is not open to the court to infer dishonesty from facts which have not been pleaded, or from facts which have been pleaded but are consistent with honesty. There must be some fact which tilts the balance and justifies an inference of dishonesty, and this fact must be both pleaded and proved.[133]It was Mr Carey’s submission that facts must be pleaded and not simply assertions of fraud. He reinforced his submissions with the following extract from the decision of this Tribunal in Northside Fleet Ltd v HMRC [2021] UKFTT 287 (TC) (Judge Beare and Member Julian Sims): 39. As noted by Lord Millett in the paragraphs from Three Rivers referred to above, there are two principles in play in this context. One is simply a matter of pleading. The function of pleadings is to give the other party sufficient notice of the case which is being made against him. However, “[the] second principle, which is quite distinct, is that an allegation of fraud or dishonesty must be sufficiently particularised, and that particulars of facts which are consistent with honesty are not sufficient. This is only partly a matter of pleading. It is also a matter of substance. As I have said, the defendant is entitled to know the case he has to meet. But since dishonesty is usually a matter of inference from primary facts, this involves knowing not only that he is alleged to have acted dishonestly, but also the primary facts which will be relied upon at trial to justify the inference. At trial the court will not normally allow proof of primary facts which have not been pleaded, and will not do so in a case of fraud. It is not open to the court to infer dishonesty from facts which have not been pleaded, or from facts which have been pleaded but are consistent with honesty. There must be some fact which tilts the balance and justifies an inference of dishonesty, and this fact must be both pleaded and proved.”[134]It was Mr Carey’s submission that paragraph 101 does not contain a fact that “tilts the balance” into the sphere of fraud.[135]In relation to the pleading at paragraph 101.3 (which cross refers to paragraphs 45 to 47 of the Statement of Case), Mr Carey noted that there was nothing in those paragraphs that tilts the balance. Those paragraphs recount the non-filing of VAT returns by FFCS, the fact that FFCS had been assessed for over £3.5m VAT and that the liquidator’s report dated 3 August 2022 confirmed that the company was unable to pay the VAT due, with the progress report suggesting that there would be no distribution to the creditors.[136]Even if the pleadings were sufficient to tilt the balance, Mr Carey argued that the evidence was equivocal and thus insufficient to prove the existence of the fraud. In this regard, he took us to the liquidator’s report which stated that the director of FFCS had co-operated with the liquidator, but was unable to continue further because of ill health (which had been adequately evidenced).[137]Furthermore, the written evidence of Officer Mandalia was, Mr Carey submitted, insufficient to prove fraud by FFCS.[138]Mr Kelly made some supporting submissions. In particular:(1) he observed that pleading a fact – outside the section particularising the alleged fraud – is insufficient; and(2) he emphasised that HMRC are unable to rely upon the pleading under the section “knew or should have known” as if the allegations therein were also under the heading “Connection with Fraudulent Evasion of VAT”, even if (when read out of context) they could be interpreted as an actual allegation of fraudulent transactions (and not merely a pleading as to knowledge). Discussion[139]We did not disagree with the submissions made as to the legal propositions advanced by the Appellants. Thus, we accept that the pleading of fraud must be both careful and with particularity and, as HMRC have chosen to use headings to make clearer how their Statement of Case is to be read, we have limited our attention to the pleadings under the heading “Connection with Fraudulent Evasion of VAT” (paragraphs 100 to 102, and paragraph 101 in particular).[140]However, where we did disagree with the Appellants is as to the application of those principles to the facts of the present case.[141]The approach to be taken by this Tribunal when considering a strike-out or debarring application is now settled. For example, as held by the Upper Tribunal in The First De Sales Limited Partnership v HMRC [2018] UKUT 396 (TCC): 33. Although the summary in Fairford Group Plc is very helpful, we prefer to apply the more detailed statement of principles in respect of application for summary judgment set out by Lewison J, as he then was, in Easyair Ltd (t/a Openair) v Opal Telecom Ltd [2009] EWHC 339 (Ch) at [15]. This was subsequently approved by the Court of Appeal in AC Ward & Sons v Caitlin Five Limited [2009] EWCA Civ 1098. The parties to this appeal did not suggest that any of these principles were inapplicable to strike out applications. “i) The court must consider whether the claimant has a ‘realistic’ as opposed to a "fanciful’ prospect of success: Swain v Hillman [2001] 1 All ER 91 ii) A ‘realistic’ claim is one that carries some degree of conviction. This means a claim that is more than merely arguable: ED & F Man Liquid Products v Patel [2003] EWCA Civ 472 at [8] iii) In reaching its conclusion the court must not conduct a ‘mini-trial’: Swain v Hillman iv) This does not mean that the court must take at face value and without analysis everything that a claimant says in his statements before the court. In some cases it may be clear that there is no real substance in factual assertions made, particularly if contradicted by contemporaneous documents: ED & F Man Liquid Products v Patel at [10] v) However, in reaching its conclusion the court must take into account not only the evidence actually placed before it on the application for summary judgment, but also the evidence that can reasonably be expected to be available at trial: Royal Brompton Hospital NHS Trust v Hammond (No 5) [2001] EWCA Civ 550; vi) Although a case may turn out at trial not to be really complicated, it does not follow that it should be decided without the fuller investigation into the facts at trial than is possible or permissible on summary judgment. Thus the court should hesitate about making a final decision without a trial, even where there is no obvious conflict of fact at the time of the application, where reasonable grounds exist for believing that a fuller investigation into the facts of the case would add to or alter the evidence available to a trial judge and so affect the outcome of the case: Doncaster Pharmaceuticals Group Ltd v Bolton Pharmaceutical Co 100 Ltd [2007] FSR 63; vii) On the other hand it is not uncommon for an application under Part 24 to give rise to a short point of law or construction and, if the court is satisfied that it has before it all the evidence necessary for the proper determination of the question and that the parties have had an adequate opportunity to address it in argument, it should grasp the nettle and decide it. The reason is quite simple: if the respondent's case is bad in law, he will in truth have no real prospect of succeeding on his claim or successfully defending the claim against him, as the case may be. Similarly, if the applicant’s case is bad in law, the sooner that is determined, the better. If it is possible to show by evidence that although material in the form of documents or oral evidence that would put the documents in another light is not currently before the court, such material is likely to exist and can be expected to be available at trial, it would be wrong to give summary judgment because there would be a real, as opposed to a fanciful, prospect of success. However, it is not enough simply to argue that the case should be allowed to go to trial because something may turn up which would have a bearing on the question of construction: ICI Chemicals & Polymers Ltd v TTE Training Ltd [2007] EWCA Civ 725.”[142]Boiled down to its essence, the question before us is whether paragraph 101 (with or without the supporting evidence) is sufficiently pleaded given the need to plead fraud clearly and with particularity. We proceed on the basis that, if the drafting is defective, it makes no difference as to what we think of the merits of the case as a whole: in such a situation, the appeals must succeed. Strictly, we must debar HMRC. However, as the burden falls on them, it will naturally be the case that they would be unable to support their decisions and therefore the appeals would be allowed. Similarly, if we conclude that HMRC’s evidence is insufficient to prove fraud then the appeals must succeed.[143]We consider that we can depart from what is said at (v) within the extract from Easyair (as cited in De Sales) because it would be most unusual for any new evidence to be adduced at this late stage in the proceedings (and none has been intimated).[144]When analysing the evidence before us, we consider that we can do so critically, albeit we were, correctly, not invited to undertake a mini-trial.[145]We are clearly aware of the broader case that HMRC would like to have run and the factual assertions that might have underpinned those assertions. However, we have not had regard to them as they were not properly pleaded. We have instead limited ourselves to what was pleaded in paragraph 101 (and the evidence supporting that).[146]HMRC’s case is threadbare. However, we consider it sufficient to give HMRC at least a realistic prospect of success. In particular:(1) we do not consider that the guidance given by Lord Millett helps the Appellants: (a) there are undoubtedly many cases where there are many more facts that could substantiate the fraud allegation (such as a history of similar fraudulent activity or a web of transactions that appear to have no legitimate purpose or a sudden (and not readily explained) change in the nature of one’s business). However, in our view, it must be possible for a case to be adequately pleaded when there are no such additional features. In other words, in a case where the fraud is crude (i.e. a simple decision to pocket the output tax received) and, so far as the perpetrator is concerned, without precedent, the pleading can (and, in our view, must necessarily) be more concise; (b) we acknowledge that this is a case where HMRC might well have been able to plead additional facts and for whatever reason have failed to do so. However, we do not consider that a failure to plead a relevant fact will render the entire pleadings unsafe (as otherwise, the opposing parties will, perhaps counter-intuitively, simply try to identify a further fact that should have been pleaded against them in order to have the case against them struck out). Whilst the omission of a relevant fact will undoubtedly hamper the accuser of a fraud’s ability to prosecute the case, the touchstone should be whether the case as pleaded is sufficient to allege fraud; (c) in the present case, paragraph 101 does more than merely say that there was a fraud, the bare bones of the fraud (the failure to account for the VAT by FFCS – whether by return or payment) are in addition pleaded; (d) conversely, paragraph 101 does more than point out the lack of return and VAT payments by FFCS (for which we accept there could be more innocent explanations): it actually explains that HMRC consider that conduct to be fraudulent;(2) whilst we acknowledge that the word “deliberate” does not necessarily entail dishonest conduct (as recently confirmed in New Claire Wine), the final sentence in paragraph 101.4 pleads the allegation that the deliberate conduct alleged was, in this case, fraudulent in nature. In other words, the previous two sentences which are ambivalent so as far as fraud is concerned, cannot be taken out of their context;(3) whilst Mr Carey took us to aspects of the FFCS liquidator’s report which were consistent with FFCS’s director innocently failing to submit VAT returns and paying the VAT (due to an illness, evidence of which was provided to the liquidator to her satisfaction), the report also noted (albeit based on HMRC information provided to her): 3.5 The liquidator has also been liaising with HMRC, who were undertaking a tax review into the Company. The evidence received from HMRC revealed that a third party Company was being remunerated for work that seemed to have been completed by this Company, this was evidenced in the invoices produced by this Company, with BACS details for payments being provided for the third party. 3.6 Both the liquidator and WH [solicitors instructed by the liquidator] have written to the third party recipient of funds and also the Company that the invoices were addressed to, however, both of the third parties were unable to provide a response that would assist the liquidator.(4) we similarly acknowledge that the evidence from Officer Mandalia was wafer thin so far as substantiating any allegations of fraud was concerned. However, looking at the evidence as a whole (including the liquidator’s report), we felt that on balance (and only just), this was a case that merited “the fuller investigation into the facts at trial than is possible or permissible on summary judgment”.[147]In conclusion, HMRC’s failure to fully plead the allegations of fraud in paragraph 101 (together with our subsequent refusal to permit the Statement of Case to be amended) has meant that HMRC’s case is seriously injured, but in our view not mortally so. When announcing our decision at the end of the second day of the hearing, we made it clear that our decision did not mean that HMRC should be confident of ultimate success in the appeal. That would depend, to a great extent, on what emerged during the examination of the various witnesses.

The witness evidence

[148]We heard oral evidence from four witnesses (two from HMRC and two on behalf of the Appellants):(1) Officer Rouse;(2) Officer Mandalia;(3) Mr Sutcliffe; and(4) Mr Parkhouse.

Procedural issues arising in the course of the witness evidence

[149]For the sake of transparency, we wish to record three procedural issues that arose in the course of the witness evidence.

Inappropriate conduct whilst a witness was in the witness box

[150]Officer Rouse’s evidence took up most of the third day of the hearing. Whilst he was “in the witness box”, we took a break roughly halfway during the morning session, at lunchtime and roughly halfway through the afternoon session.[151]Before the mid-morning break, we explained to Officer Rouse and in the presence of all who were in the Tribunal room that, during the break, he was unable to talk to anybody about the case.[152]When the hearing resumed, Mr Abernethy advised us that an unfortunate incident had occurred during the break. It appears that an HMRC officer present expressed to Officer Rouse a comment that he was faring well under cross-examination and a “thumbs up” sign was exchanged.[153]Mr Abernethy fairly recognised the seriousness of this breach of the Tribunal’s instruction and has quite properly brought the matter to our attention.[154]In the light of the nature of the breach, Messrs Carey and Kelly were content to let the matter pass once the matter had been brought to our attention.[155]Although highly regrettable, we agree that this incident has not had any material impact on the fairness of the proceedings. We note what was said by Patten LJ (with whom Nicola Davies LJ agreed) in Hughes Jarvis Ltd v Searle [2019] EWCA Civ 1 at [24]:
“If however a witness, as in this case, fails to comply with the judge’s warning, it is necessary for the judge to make an assessment of the damage which that has caused.”
[156]Consistent with that guidance, we saw no reason to take any further steps as a result of the breach of the warning. However, we felt it important to set out some further observations given the frequency of the opportunity for similar breaches to occur.[157]In particular, we note the case of Chidzoy v British Broadcasting Corporation (2018) UKEAT/0097/17, where the claimant in the Employment Tribunal had a conversation with a journalist about the case during a break in the course of her witness evidence. The claimant’s claim was struck out and the claimant took the case to the Employment Appeal Tribunal where Her Honour Judge Eady QC (as she then was) observed: 41. It is common in a trial for witnesses (including the parties) to be warned that they must not discuss their evidence whilst they are under oath or affirmation. In the normal course, it is unlikely that the warning will ever be expressed in terms as a formal Order of the Court or Tribunal but its purpose and the importance of compliance will be clear: the evidence given must be that of the witness and if others might have influenced the content or manner of that evidence, it will be tainted in a way that is hard to assess and might thus prejudice the fair determination of the case. It is unnecessary to determine whether the ET’s instruction in the present case (given to the Claimant on six separate occasions) amounted to an Order. I am satisfied that any witness in those circumstances would have understood the nature and significance of the instruction; that was particularly so in this instance, given that the Claimant was legally represented and it would be reasonable to assume that the instruction would have been explained to her by her own representative. As for whether the warning was reasonable or in any way impacted upon rights (for the Claimant or others) to freedom of expression, it is clear to me that this was an entirely reasonable and proportionate course for the ET to adopt: it did not impact upon the freedom of the press to report on the proceedings and it imposed an entirely reasonable condition upon the Claimant that was both compatible with Article 10.2 (freedom of expression) of the European Convention on Human Rights and respected the rights of both parties under Article 6 (right to a fair trial).[158]In the present case, we did not consider any sanction to be necessary or appropriate. However, as the Chidzoy case demonstrates, a breach of the Tribunal’s warning can have devastating consequences for one or more parties. In case it needs to be spelt out, rule 8(3) provides: (3) The Tribunal may strike out the whole or a part of the proceedings if— … (b) the appellant has failed to co-operate with the Tribunal to such an extent that the Tribunal cannot deal with the proceedings fairly and justly.[159]By virtue of rule 8(7), the rule “applies to a respondent as it applies to an appellant”, albeit with some modifications.[160]We observe that rule 8 makes no provision for situations where the unfairness has not been caused by a party to the hearing, but by a party’s witness. On this occasion, we say nothing about whether the scope for similar a sanction comes within the Tribunal’s inherent powers and prefer to defer that question until such time as the need arises. We sincerely hope that that time will not come.

New evidence at the end of re-examination of Officer Rouse

[161]Secondly, there was an observation right at the end of the re-examination of Officer Rouse, when Officer Rouse newly made adverse comments about a third party that, in his mind, further supported his conclusion that a VAT fraud was being perpetrated by FFCS.[162]The objection to this additional evidence was twofold. Primarily, it went beyond HMRC’s pleaded case. Secondly, the allegation was not even heralded in any of the documentation that we had seen.[163]Mr Abernethy promptly confirmed that he would not seek to rely on this additional evidence.[164]We stated that we were minded therefore to disregard the additional comment made by Officer Rouse. The Appellants’ Counsel had no objection to that course of action and therefore it was not necessary to invite them to cross-examine Officer Rouse on his new evidence.[165]As intimated, we have not taken Officer Rouse’s final words into account when reaching our decision.

Protection of legal advice privilege

[166]The third incident arose in the course of the cross-examination of Mr Sutcliffe by Mr Abernethy. In answer to one question, it became apparent that Mr Sutcliffe risked giving evidence about legal advice that he had previously received.[167]Whilst there is nothing wrong with an appellant waiving legal advice privilege, we felt that the protections conferred by legal professional privilege are sufficiently important to safeguard so as to mean that Mr Sutcliffe should not waive his rights without making an informed decision to do so.[168]Mr Carey applied to be permitted to have a few minutes to advise Mr Sutcliffe about legal advice privilege, assuring us that he would not stray beyond that brief and discuss aspects of the case with Mr Sutcliffe whilst the latter was still a live witness.[169]Messrs Kelly and Abernethy had no objection to that course of action. We too decided that Mr Carey’s suggestion was appropriate.[170]Following a brief adjournment, Mr Carey confirmed that his discussion with his client was limited to that permitted. Cross-examination of Mr Sutcliffe then resumed.

Our observations about the witnesses

[171]The parties sought to impress upon us that their own witnesses were credible and honest and to deprecate the witnesses of the opposing parties. On the whole, we prefer HMRC’s assessment of the reliability of each of the witnesses.[172]It was clear that Officers Rouse and Mandalia were keen to help the Tribunal. Both were clearly honest.[173]There were aspects of Officer Rouse’s evidence that made unrealistic expectations of commercial businesses. These unrealistic expectations were in our view a consequence of his professional life as an investigator within various Government departments, most recently HMRC, and a consequential lack of firsthand commercial experience. He has undoubtedly seen the problems that arise from time to time in practice and this has made him acutely aware of what can, and sometimes does, go wrong. However, his lack of commercial experience means that some of his approach to businesses (and the Appellants in this case) can come across as naïve. Similarly, we detected an unrealistic assumption on Officer Rouse’s part to assume that the Appellants would be using a similar vocabulary to him. For example, a part of HMRC’s case turned on the Appellants’ use of the word “payroll” so as to cover the making of payments to subcontractors (under the CIS), rather than the narrower sense of making payments that are properly accounted for through the PAYE/NIC system. Despite these minor reservations, we found Officer Rouse’s overall evidence helpful when reaching our decision.[174]We have no concerns about the way in which Officer Mandalia gave his evidence. However, the content of his oral evidence confirmed the superficiality of HMRC’s investigation into FFCS, a matter to which we shall return below.[175]Mr Sutcliffe was frank when giving his evidence. There were times when his forthrightness could be interpreted as deflecting blame onto others (including HMRC for not properly policing the people actually perpetrating frauds). However, overall, we regarded Mr Sutcliffe as someone who does what he does very well and, for things he cannot (or does not want to) do, he fully relies on others. Where Mr Sutcliffe has been let down by others, his frustration is understandable. Although Mr Sutcliffe’s approach to trusting others might be criticised as naïve or optimistically “passing the buck”, we detected no dishonesty in what Mr Sutcliffe said. We found his oral evidence helpful when reaching our decision. There was one aspect of Mr Sutcliffe’s evidence, however, which we found hard to believe: this was his suggestion that he had no awareness of tax evasion in the construction industry. Given his experience in the sector and the nature of his work (which he described as being a “rainmaker”), we found it hard to accept that someone working in the sector since the mid-1980s (especially as someone who progressed through the ranks) would not have picked up the fact that the industry was known to have particular problems in this regard. However, we consider that Mr Sutcliffe’s attitude towards these risks was dictated by complacency rather than any dishonest or even reckless desire to turn a blind eye to the problem.[176]Mr Parkhouse, on the other hand, we found to be evasive and unhelpful. This was most clearly (but not exclusively) illustrated by his refusal to explain his recollection of what he might have said to Officer Rouse at their meeting on 8 March 2022. In Mr Parkhouse’s first witness statement, he said: 65. I was blind sided and felt ambushed at the meeting, discussion was VAT not CIS. I don’t personally deal with the CIS returns, what is or isn’t included I wouldn’t have known. I was not provided with notes of the meeting until some 3 months later, at such times, I would have trouble recollecting what was said, let alone what comments I would like to add.[177]In his oral submissions, Mr Kelly responded to the fact that the notes of the 2022 meeting showed Mr Parkhouse denying having received any referral fees whereas it is now common ground that some form of payments were indeed received both by him and by Mr Sutcliffe (see ¶¶‎225ff below). Mr Kelly made the point that, in Mr Parkhouse’s witness statement, he said he could not recall the meeting. Furthermore, when faced with an accusation of being connected with a fraud (as Mr Parkhouse was when at the meeting), it is readily understandable if an individual would then make a mistake.[178]In relation to the meeting notes, Officer Rouse acknowledged that they were not sent to Mr Parkhouse until long after the meeting. Mr Parkhouse did not challenge the contents of the meeting notes at the time but it was clear that he does not consider that what was written down accurately reflects the reality of the situation (either because he said something under stress or because what he said was misconstrued by Officer Rouse and/or his colleague who attended the meeting with him). In the course of cross-examination, Mr Abernethy repeatedly sought to ask Mr Parkhouse for his views of matters raised in the meeting notes so that Mr Parkhouse’s understanding of those facts could be clarified. However, Mr Parkhouse repeatedly refused to answer the questions being asked of him and instead recited the mantra “these are not my notes”. We took several breaks in the course of the cross-examination as we were concerned that Mr Parkhouse was tiring and we believed that a break would allow him to regain his composure. However, that did not lead to Mr Parkhouse opening up and showing any willingness to answer Mr Abernethy’s questions. Although Mr Parkhouse did engage more when answering questions from the Tribunal and from Mr Carey (who was in a position to cross-examine him), our overall assessment of Mr Parkhouse was that he was often unwilling to answer questions where he felt unsure as to whether his answers would assist his case. We do not go so far as to say that Mr Parkhouse was being dishonest (he did not say enough to allow us to reach any such conclusion). However, he was distinctly unhelpful.

Our findings of fact

[179]We make the following findings of fact based on a combination of the oral evidence (in the light of our views as to the reliability of the individual witnesses) and the documentary evidence. Although there were several significant differences in opinion between the parties as to some of the facts of the case, many facts were uncontested or even common ground. In relation to the disputed facts, we have sought to explain our reasoning for the findings we have made.[180]It is worth noting at this stage that there were also what appeared to be gaps in the evidence. We do not know why HMRC chose not to fill in these gaps (or at least ascertain that those gaps were illusory) through the exercise of their statutory information-gathering powers (or even through the making of an application for disclosure under the Tribunal’s own rules once the appeals had been made to this Tribunal).

The relationship between the Appellants

[181]Both Mr Parkhouse and Mr Sutcliffe have extensive experience in the construction industry.[182]Messrs Parkhouse and Sutcliffe started working together in 2011 (they had known each other for about ten years prior to that) when Mr Parkhouse bought out the 50% interest of another individual in a company that was then called Landmark Shell & Core Ltd and which was later renamed Harlequin Brickwork Ltd (i.e. the first Appellant).[183]Since the events at the heart of these appeals, there has been a separation of business interests between Messrs Parkhouse and Sutcliffe.[184]The share ownership (legal and beneficial) of Contracting at the relevant times is:(1) 38% owned by Mr Parkhouse;(2) 38% owned by Mr Sutcliffe;(3) 24% owned by a Mr Graves. Mr Graves was a director of Contracting but he did not feature in the case at all.[185]At the relevant times, Brickwork and Scaffolding were both owned (legally and beneficially) by Messrs Parkhouse and Sutcliffe (50% each) via a holding company (Harlequin Estates Ltd, which is the 100% shareholder of Harlequin Construction Solutions Ltd, which in turn is the 100% shareholder of Brickwork and Scaffolding.

Brickwork

[186]Mr Sutcliffe was initially appointed as director of Brickwork on incorporation (18 February 2011) but resigned on 10 May 2016. He was reappointed as director on 9 August 2017.[187]Mr Parkhouse was initially appointed as director of Brickwork on 9 December 2011 but resigned on 10 May 2016. He too was reappointed as director on 9 August 2017.[188]Brickwork is registered for VAT.[189]Brickwork is registered under the Construction Industry Scheme (“CIS”) and obtained gross payment status on 13 December 2011.

Contracting

[190]Both Messrs Parkhouse and Sutcliffe were appointed as directors of Contracting on incorporation (8 March 2017) and have remained in that position ever since.[191]Contracting is registered for VAT.[192]Contracting is registered under the CIS and obtained gross payment status on 4 April 2018.

Scaffolding

[193]Both Messrs Parkhouse and Sutcliffe were appointed as directors of Contracting on incorporation (16 January 2018) and have remained in that position ever since.[194]Scaffolding is registered for VAT.[195]Contracting is registered under the CIS and obtained gross payment status on 8 May 2019.

Mr Sutcliffe

[196]Mr Sutcliffe was 60 by the time of the hearing.[197]Mr Sutcliffe is the rainmaker in the business and has shown himself to be very successful in generating contracts with major construction businesses to provide labour for large construction sites, including many prestigious developments in London. He spends much of his working time either on the sites or working on getting the next engagement.[198]Mr Sutcliffe is very much a man of action rather than paper. Prior to setting up Harlequin with Mr Parkhouse, Mr Sutcliffe had successfully developed other companies in conjunction with more experienced individuals in the construction industry. However, Mr Sutcliffe was unable to capitalise on his skills and success because (as he put it) those more experienced individuals took advantage of him and prevented him from acquiring the capital interest in the companies that Mr Sutcliffe believed had been promised to him.

Mr Parkhouse

[199]Mr Parkhouse was 52 by the time of the hearing.[200]Although he has worked in the construction industry since leaving school in the early 1990s, he has predominantly been engaged in the office side of the sector.

The Harlequin business

[201]Brickwork sources and provides bricklayers for clients, many of which are major household names. In some cases, it is only labour that is supplied; in other cases, it is labour and materials.[202]Contracting operates in a similar way. However, it has focused on public projects, such as schools and hospitals. The reason for the separate ownership is because it was expected to rely on the contacts and reputation of Mr Graves, the third shareholder and (now former) director.[203]Scaffolding operates alongside and in a similar fashion to its sister company, Brickwork. It provides scaffolders.[204]As neither Mr Sutcliffe nor Mr Parkhouse had experience in the scaffolding industry, it was initially run by a Mr Warner. Mr Warner did not become a director of Scaffolding and it soon became clear that there was a difference in expectations between Mr Warner, on the one hand, and Messrs Parkhouse and Sutcliffe on the other. It was not long before Mr Warner parted company from the Appellants, but not before Mr Warner introduced the Appellants to an individual, known as Giuseppe, to whom we shall return in due course.

An unblemished tax compliance history until 2019 and the 2014 meeting

[205]We were not advised of any tax compliance issues involving any of the Appellants at any time before 2019. We formally find that there were none.[206]On 27 May 2014, a couple of HMRC officers attended a meeting with Mr Parkhouse. The prompt for the meeting was the then relatively-recent incorporation of a new company (Harlequin Contracting Ltd – which, we emphasise, was not any of the three Harlequin companies who are appellants before us) and its application to be registered for VAT. The company had applied for a VAT registration as an intending trader. Based on the information provided by Mr Parkhouse, the officers were persuaded that the company was actually intending to trade and HMRC’s registration team was instructed to proceed with the application. The meeting record noted that the company “will be monitored by the labour provider team”.[207]We find that, until the contact in early 2022 in the wake of the events at the heart of these appeals, neither that company nor any of the other associated companies was the subject of any overt HMRC intervention of any significance.[208]The 2014 meeting notes, in addition, to the main thrust of the meeting, which was to ascertain whether the VAT registration should proceed, made the following additional observations (spelling and grammar as per the original): PP [Mr Parkhouse] is known in the Construction Industry and therefore does not need to advertise to attract workers. He takes on workers dependant on what skill is required for the job. He does not carry out any due diligence on these workers. I advised him to carry out checks and issued him with a Labour Provider leaflet. He will not be taking on any non-uk labour, therefore there is no right to work issues. He will check that the workers hold the correct Health & Saftety certificates and that they are 100% compliant with the Safety management services. [spelling as per the original][209]The Labour Provider leaflet, a copy of which was handed to Mr Parkhouse, was an eight-page glossy leaflet.(1) On its front page, the only wording were the heading and subtitle: Use of Labour Providers Advice on due diligence(2) The cover photograph shows an image a long way from the construction industry; it appears to illustrate an individual working in the more expensive part of the hospitality sector.(3) The second page reads: Who should read this? This guidance applies if you use labour supplied by a third party, supply or make arrangements to supply labour. HMRC has identified increasing problems with fraud and unpaid taxes through the use of Labour Providers — in the agricultural and food processing sectors, construction, hotels and leisure, security and other labour intensive industries. HMRC is taking steps to combat these losses by tackling specific schemes to defraud — including the use of false invoices and hi-jacked VAT registrations. It is good commercial practice for all businesses to carry out checks to establish the credibility and legitimacy of their supplies, customers and suppliers. However, these checks will need to be more extensive in business sectors where there are greater commercial risks or vulnerability to fraud and other criminality. You should seek to avoid involvement in supply chains where VAT and/or other taxes will go unpaid.(4) The third to seventh pages read: Where it can be shown that you knew or should have known that transactions you entered into were connected with fraudulent evasion of VAT, you will lose your right to recover the VAT incurred on those transactions. Failure to carry out appropriate checks may be evidence that you knew or should have known of the fraud. HMRC is unable to tell you exactly what checks you should undertake. The examples contained in this notice are only guidelines for the kind of checks you could make to help you avoid dealing with high-risk businesses and individuals. The checks you will need to make, and the extent of them, will vary depending on the individual circumstances. You should ask the most appropriate questions required to protect yourself in the particular circumstances of your individual transactions. Production of a definitive checklist would merely enable fraudsters and those willing to turn a blind eye, to ensure that they can satisfy such a list. Types of questions you should be asking: Does the Labour Provider need/have the appropriate Gangmaster Licensing Authority (GLA) licence? It is illegal to use workers or services supplied by an unlicensed labour provider in the regulated sector of agriculture, forestry, horticulture, shellfish gathering and food processing & packaging. The maximum penalty is 6 months imprisonment and a fine. (Source: GLA website) What is the history of the business? Is the business registered in the UK or overseas? Is it a live company on the Companies House register? What do you know about the directors and their background in the industry? Have you visited the trading premises? Are they consistent with the business of finding and employing workers? For example, are there sufficient backroom staff, phones, desks, filing cabinets etc? Or is the business operating from an accommodation address with one desk and one phone? How many workers for hire do they employ in total? Do they themselves obtain workers from other Labour Providers/sub-contractors? If so, are the fees that they are proposing to charge realistic? ie will they meet statutory minimum wage and taxation obligations, whilst also allowing each party to achieve a profit? How did they approach you? eg did they just walk in off the street or were they recommended to you? Has the business got trade references from other businesses they supply workers to? If so, obtain copies. Have they got Employer’s Liability Insurance? Has the Labour Provider been set up to specifically supply workers to your business alone — or do they also supply Labour to other businesses? Is it a replacement business? ie are they proposing to supply you with the same workers as you were using before? If so, ask for an explanation of why this has occurred. Why did the previous business cease trading? Was it because of the inability to pay its creditors which may include tax debts? What is the financial status of the business? Have the directors got the financial resources (capital) to supply you with workers? Are you making payments to a third party? ie a factoring agent. If so, why? … Dealing with Labour Provider businesses. How to ensure the integrity of your supply chain. The following are examples of checks you may wish to undertake to help establish the integrity of your supply chain. This list is not exhaustive and it is your responsibility to decide what commercial checks you need to carry out before dealing with a supplier. Undertake checks on directors [sic] identities — obtain copies of passport etc. Obtain copies of Certificate of Incorporation, VAT registration certificate and GLA Licence (if applicable). Verify VAT registration details with HMRC before you use them and make regular checks of VAT registration numbers afterwards (see below). Insist on personal contact with the director of the prospective supplier, making an initial visit to their premises. Obtain trade reference and letter of introduction on headed paper. Obtain credit checks from an independent third party. Obtain the prospective supplier’s bank details. Check details provided against other sources eg website, letterheads, BT landline records. … In order to verify the VAT status of the labour providers your business uses, we have arranged a central contact point to aid this process. Requests for verification should be made to our Coventry Office, by calling: 024 7623 7144 (between the hours of 08.00 and 16.00 Monday to Friday). When making requests, it would be beneficial to have the following information to hand for each Labour Provider: Name Address VAT registration number You may be asked additional questions regarding these suppliers such as contact details, directors, supply dates, number of staff being supplied etc. Again, the checks contained in this document are suggestions for the kind of checks you could make to help avoid dealing with high-risk businesses and individuals. You should keep a full record of the checks you have made to establish the legitimacy of the supplier.[210]Mr Parkhouse did not read the leaflet. Nor did he pass a copy to Mr Sutcliffe.

The due diligence undertaken by Harlequin

[211]In general, Harlequin undertook the following due diligence in the course of its activities:(1) For labour it was paying, Harlequin ensured that the subcontractors (sometimes individuals, sometimes companies through which the labourers would operate) were properly registered under the CIS. CIS deductions were made as and where appropriate.(2) For potential clients, Harlequin took steps to check the ability of the clients to pay their invoices, so as to minimise the risk of bad debts.[212]The day-to-day operation of Harlequin’s CIS obligations was carried out by their accountants, Cox Costello & Horne (“CCH”). The unchallenged evidence from the Appellants was that CCH charged a flat fee for their services, which included the CIS compliance.

The arrangements with FFCS

[213]In late 2018 or early 2019, Mr Warner introduced FFCS to Harlequin.[214]The facts concerning the introduction and the commencement of the relationship between Harlequin and FFCS were the focus of much of the dispute between the parties. And, indeed, what actually happened is far from clear.[215]What is clear, however, is that the person representing FFCS (or purporting to represent FFCS) is an individual calling himself Giuseppe. There is just one document giving this Giuseppe a surname. We have no knowledge whether that is genuinely his surname (assuming, as we are required to, the individual’s real name was actually Giuseppe). We will refer to the FFCS contact simply as Giuseppe.[216]Although we refer to the arrangements in question being with FFCS, there is a suggestion that FFCS was within a group of companies which included another company, known as MH.[217]In Mr Parkhouse’s first witness statement, he made the following comments about the beginning of the relationship with Giuseppe. 28) I did not meet Giuseppe from [MH] in the beginning . All arrangements for using them were made initially by Matthew Warner when HSS [Scaffolding] started using them for labour supply. [Mr] Warner knew of them as being reliable said that they were good and that he would like to use them for scaffolding. We facilitated that to happen in terms of due diligence CCH did ask for their gross payments status. Enquires were raised by CCH who had e-mail contact with Guiseppe that is within the exhibits bundle of Neil Rintoul [the HMRC witness who was not required to attend as a result of the withdrawal of the appeal against the GPS decision] at pages 448 to 449. Guiseppi confirmed with CCH that they would be dealing with CIS side of things and that there was no need to include FFCS/[MH] in the CIS return. CCH also requested details of GPS. 29) I believed that the labour supply company for whom Guiseppe worked in the various guises of FFCS, MBMS and Ifour CS, [MH]/[MH] Management were all one of the same. In fact I am not sure I even knew that the names or different entities until matters were pointed out by HMRC. [spelling as per original][218]The e-mail correspondence obtained by HMRC adds some more detail to this and, to some extent, contradicts the recollections of Mr Parkhouse. Where there is any conflict in this regard, we unhesitatingly prefer the contemporaneous documentation. We do so for the obvious reason that they are going to be inherently more reliable than the personal recollections six years down the line (when the witness statement was prepared): our concerns about the reliability of Mr Parkhouse’s evidence provide a further reason to take that course of action.[219]That said, the documentary evidence is itself patchy and it is clear to us that we were not given a complete picture. It is not possible to say whether this is because the Appellants provided only a selection of the correspondence to HMRC in the course of their investigations (and, if so, whether or not that was a deliberate strategy) or whether HMRC have provided us only with a selection of the information provided to them.[220]For example:(1) we were provided with a chain of e-mails between Mr Warner (who was using a generic e-mail address for Scaffolding) and various members of the Harlequin staff (including Messrs Parkhouse and Sutcliffe) ranging from 30 January 2019 to 6 March 2019 all with the subject line “Wages” which relate to Scaffolding entering into the arrangements with FFCS. An e-mail (to which Giuseppe was copied) was sent by Mr Warner on (Monday) 4 February 2019 which we conclude concerned information necessary to facilitate the payment of the Scaffolding’s labourers. Mr Warner wanted to ensure that the information was updated as the information sheet “has to be with the company tomorrow to give them a chance to up load [sic] and payments [sic] and pay the men Thursday”. This e-mail when read in isolation strongly suggests that there was an understanding that the arrangements had already been entered into and that the urgency was for FFCS to be given the relevant data to allow them to pay the labourers whose services it had already taken over. However, the next e-mail was from Mr Parkhouse asking Mr Warner whether any contract had yet been provided from FFCS. The subsequent e-mails show that Mr Parkhouse and Giuseppe were discussing the contract up and until 6 March 2019, when Giuseppe sent Mr Parkhouse what he described as “the amended final draft”, requesting that Mr Parkhouse “please check sign and return”. It was then proposed by Giuseppe that “they will be ready to start week commencing 18th March 2019”.(2) On 8 March 2022 (the date is shown on the e-mail itself), Mr Parkhouse sent a member of his in-house accounting team a query “Do we have this signed in a file anywhere do you think?” The e-mail chain we have seen stops there. The timing of this e-mail suggests that, following his meeting earlier that day with Officer Rouse, Mr Parkhouse was now looking to see whether Harlequin had any record of a signed contract.(3) We have copies of three unsigned contracts between FFCS and Harlequin (i.e. one for each of the first three Appellants). These were all dated 1 February 2019. The names of the second and third Appellants were not correctly cited on these draft contracts. Nor was the full name of FFCS correctly cited on these contracts. More critically, those contracts were for the provision of an outsourcing service of Harlequin’s CIS/payroll The contracts refer to “payroll”. for which a fee of 1.5% (plus VAT) of the gross payroll would be payable. However, what transpired was that Harlequin eventually did more than outsource its payroll function: it subcontracted the function instead. Whilst the “turn” being made by FFCS continued to be 1.5%, the significance of the different form of service is that the fee payable by Harlequin was now the entirety of the gross labour bill plus FFCS’s profit element. Accordingly, VAT was now payable on that significantly higher sum (essentially, VAT had to be charged on 101.5% of the gross labour bill and not merely 1.5%). This can be evidenced by the invoices we have seen, issued in FFCS’s name, which show VAT being charged at 20% on the total of the gross wages and the 1.5% processing fee.(4) Thirdly, those draft contracts all show clause 5 as “This clause has been deleted”. However, one of the issues that Mr Parkhouse wished to discuss with Giuseppe (per his e-mail of 5 March 2019) was clause 5.(5) Fourthly, the e-mail correspondence that we have seen does not suggest that these three draft contracts were those that were actually sent to the Appellants by Giuseppe in the period between 30 January 2019 and 6 March 2019. We say so for the following reasons: (a) When Mr Parkhouse sought sight of the contract, Giuseppe sent an e-mail stating “Please find attached the Outsourcing Agreement and Letter of Engagement … Once you are satisfied please sign and I will have the Director counter sign it and sent back to you in order that you have a copy for your files” (5 February 2019). (b) Even allowing for some linguistic infelicity, the natural reading of what Giuseppe wrote was that an outsourcing agreement (in the singular) was being sent to Mr Parkhouse. The use of the singular continued throughout the subsequent correspondence. The only meaningful exception is Giuseppe’s second e-mail of 5 February 2019 where, following a conversation between him and Mr Parkhouse, he wrote “please find attached the word format of the documents”. However, it will be remembered that the previous e-mail referred to “the Outsourcing agreement and Letter of Engagement” (our emphasis), thus two documents. (c) We have not seen any letter of engagement.(6) Although the e-mail correspondence suggested that Giuseppe would arrange for the contracts to be signed by a company director, we are not aware of this having been done. Indeed, as alluded to in HMRC’s Statement of Case (paragraph 102), one possible scenario is that FFCS was not even a party to any of the arrangements and that Giuseppe was falsely purporting to represent them in his negotiations with Mr Parkhouse.[221]Accordingly, we have had to make reasonable assumptions based on what we have seen and what Messrs Parkhouse and Sutcliffe said at the hearing.[222]We find that:(1) Based on the fact that FFCS’s name appears on the invoices issued (and which formed the basis of Harlequin’s input tax claims), the contracts actually entered into by Harlequin were with FFCS.(2) The service provided was the subcontracting of labour rather than the outsourcing of Harlequin’s CIS/payroll function.(3) The person identified as Giuseppe was engaged by at least one of the companies of which FFCS was a group member and was authorised to represent FFCS in the course of its discussions with the Appellants.(4) Giuseppe was not a director of FFCS.(5) At some time shortly after 6 March 2019, Mr Parkhouse (on behalf of Scaffolding) signed a contract with FFCS for the subcontracting of its entire labour to FFCS, to take effect later that month.(6) FFCS did not countersign the agreement.(7) Nevertheless, the arrangements proceeded in the absence of a fully signed contract.(8) Contracting followed suit by entering into a similar (albeit unsigned) contract with FFCS with effect from November 2019.(9) Brickwork did likewise with effect from July 2020.[223]In due course, the implementation of the arrangements was slightly modified in that payments made by Harlequin were not made to FFCS but to another company iFourCS NI Ltd (iFourCS). It was Mr Parkhouse’s understanding that iFourCS was associated with FFCS and was the entity that actually paid the labourers. Accordingly, from his perspective, payment by Harlequin directly to iFourCS would speed up the payment process and effectively give Harlequin a couple of extra days before it needed to part with the substantial funds each week that were used to pay for its labour. Notwithstanding our concerns about Mr Parkhouse’s oral evidence, we saw no reason (particularly in the absence of any conflicting contractual documentation) to conclude that this was not a material contractual change. We therefore find that the contractual arrangements continued with FFCS as summarised in ¶‎222 above, albeit with payments now being made to a different company’s bank account. Accordingly, iFourCS received funds from Harlequin on FFCS’s behalf.[224]These arrangements continued until 2022, after HMRC alerted Harlequin to their concerns about FFCS. The first expressed concern was in January 2022.

The Brightshine payments

[225]Between 2019 and 2021, a company known as Brightshine Management Services Ltd (“Brightshine”) made payments to Messrs Parkhouse and Sutcliffe. It was common ground that these payments were made on behalf of FFCS. However, the nature of these payments was not accepted (and even Messrs Parkhouse and Sutcliffe were not at one as to the reason or reasons that these payments were made).[226]These payments were not made into UK bank accounts held by Messrs Parkhouse and Sutcliffe. Instead, they were paid by way of combination of credits made to foreign bank accounts and credits to clear the balance of a UK credit card.[227]The Brightshine payments, as identified by the parties, are as follows: Date Recipient Destination account Amount £ Narrative 18 December 2019 Mr Sutcliffe Crédit du Nord and Société de Banque £15,000.00 Intro fee 18 December 2019 Mr Parkhouse Crédit Agricole Normandie £15,000.00 Intro fee 27 August 2020 Mr Parkhouse Crédit Agricole Normandie £6,500.00 Invoice 8 January 2021 Mr Sutcliffe Credit du Nord and Société de Banque £10,000.00 Transfer 8 January 2021 Mr Parkhouse Crédit Agricole Normandie £10,000.00 Invoice 29 June 2021 Mr Parkhouse Crédit Agricole Normandie £15,000.00 Invoice 12 July 2021 Mr Parkhouse Crédit Agricole Normandie £20,000.00 Invoice 17 November 2021 Mr Sutcliffe Capital One credit card £7,500.00 N/A 18 November 2021 Mr Parkhouse Crédit Agricole Normandie £7,500.00 Invoice[228]The narrative on the Appellants’ bank statements relating to these credits varied from “Intro fee”, “Transfer” and “Invoice”. There seemed to be no obvious logic to the various descriptions; indeed, there was not even any consistency between payments made to the two individuals on the same date. It was the evidence of Messrs Parkhouse and Sutcliffe that these payments were made without any paperwork being generated by them other than details of the accounts to which the payments should be made. In the absence of any further evidence, we accept the Appellants’ assertions in this regard and conclude that the wording of the narrative was dictated to by the payer rather than by the payees.[229]It was Mr Parkhouse’s evidence that, prior to each payment, he would be asked where he and Mr Sutcliffe would like the payments to be made. Thus, the different destinations reflected the different liabilities that he and Mr Sutcliffe were seeking to clear at the relevant times. In the absence of any conflicting evidence, we accept that explanation.[230]Messrs Parkhouse and Sutcliffe both confirmed that neither of them had received personal payments from other suppliers.[231]They also both confirmed that their companies had not made equivalent payments into the accounts of the directors of their clients.[232]Messrs Parkhouse and Sutcliffe both asserted that they had accounted for these sums as additional income in their personal tax returns, even though on reflection they recognised that the funds belonged beneficially to their companies. HMRC disputed the assertion that the sums had been accounted for on Messrs Parkhouse and Sutcliffe’s personal tax returns. However, they provided no evidence to support their contentions. Officer Rouse suggested that the matter could not be verified without a formal enquiry being opened into the relevant returns. Whilst we would have preferred sight of the tax returns (or a summary of the returns) to corroborate the assertions that the amounts were declared by Messrs Parkhouse and Sutcliffe, as they had asserted, we note that HMRC had every opportunity since the Appellants’ witness statements were submitted to challenge those assertions by interrogating their own computer systems. We do not accept that such a process required a formal enquiry to be opened into each of the returns. Thus, although we say so without much conviction, we formally find that the payments outlined above were declared on the Appellants’ relevant tax returns.[233]We were troubled by the fact that there was an obvious mismatch between the amounts received by Mr Sutcliffe and those received by Mr Parkhouse. Given that the three receipts by Mr Sutcliffe matched (by amount) those received on the same day as (or, in one case, within one day of) a corresponding receipt by Mr Parkhouse, we were tempted to conclude that Mr Sutcliffe had in fact received more than had been uncovered by HMRC. Our suspicions were increased when we identified this mismatch with Mr Parkhouse. His answer was that he thought that one of the June/July 2021 payments that he received should have been paid to Mr Sutcliffe. We found this reply wholly unconvincing: the two payments were for different amounts and were made almost a fortnight apart. Furthermore, it did not seem to tally with Mr Parkhouse’s assertion that he was asked where he and Mr Sutcliffe wanted the payments to be made. Nor did it address the apparent absence of payment to Mr Sutcliffe corresponding with that made to Mr Parkhouse on 27 August 2020. However, none of the parties chose to pursue this point. Therefore, despite our reservations, we conclude that the only relevant receipts by Messrs Parkhouse and Sutcliffe were those as identified above.[234]It was HMRC’s primary case that these payments were made to reward the Appellants for assisting FFCS in the commission of its VAT fraud and/or to induce the Appellants to turn a blind eye to what FFCS were doing. In the alternative, HMRC argued that the fact of these payments (and the use of foreign bank accounts and credit card accounts) provided the Appellants a further reason as to why they should have known that the FFCS transactions were connected with fraud.[235]In contrast, the Appellants argued that the payments were commissions paid by (or on behalf of) FFCS, although they did not completely agree with each other as to the basis of these commissions. Mr Sutcliffe said that they were commissions for providing FFCS with lists of potential customers. Mr Parkhouse’s witness statement described the payments as “an incentive (not unusual for the industry) by way of a rebate or percentage based on the number of tradesmen referred to MH who were subsequently provided back as labour to [Harlequin] and provision of details of other building businesses/contractors who may need MH’s labour supply services”. We did not consider the distinction between the two witnesses’ descriptions of these payments to be significant. Ultimately, they both described the payments as commissions for the introduction to FFCS/MH of potential leads.[236]We recognise that the decision to channel these funds through foreign bank accounts and to clear a credit card debt raises questions about the probity of the payments and we conclude that the route that the funds passed was chosen to reduce the risk of them being identified. The fact that the payments came not from FFCS/MH but from yet another company adds a further level of suspicion as to the legitimacy of the payments. However, we state that there is nothing wrong with any individual choosing to direct incoming funds in an unconventional fashion, provided that there is every intention to declare any taxable income arising. As we have concluded (in the absence of any evidence to the contrary), the funds were reported as income in the tax returns of both Mr Sutcliffe and Parkhouse.[237]We accept what both Messrs Sutcliffe and Parkhouse said about the quantum of the payments. If (which they did not accept) they were some form of inducement paid by FFCS to facilitate FFCS’s fraudulent evasion of VAT, it would make no sense to jeopardise a highly successful and profitable group of companies for what, relatively speaking, would be modest sums of money.[238]Accordingly, even if we were to find that FFCS was engaged in the fraudulent evasion of VAT, we would conclude that the Brightshine payments were not some form of kickback to the Harlequin directors to reward their facilitation of the loss of VAT. Instead, we conclude that they were commissions to reward the introduction of further work leads. (Of course, if FFCS were engaged in the fraudulent evasion of VAT, it is highly likely that those further leads would lead to even more VAT loss. However, there is no reason to believe that either Mr Sutcliffe or Parkhouse would have been aware of that.)

FFCS’s defaults and liquidation

[239]Since April 2018, FFCS has not filed any VAT return. It has not accounted for any VAT since that period and, therefore, none of the VAT paid by Harlequin has been accounted for by FFCS as output tax.[240]Because of the way that HMRC pleaded their case in their Statement of Case, the following fact is necessarily disregarded when we consider whether or not the loss of tax is due to the fraudulent evasion of VAT. However, for the purposes of a clear narrative, it is stated here. The VAT Registration Number cited on FFCS’s invoices did not relate to FFCS but to another company.[241]FFCS’s actual VAT registration number was cancelled on 15 October 2019. It was HMRC’s case that the reason for the deregistration was that the company was fraudulently evading VAT. The facts relating to the deregistration are, however, as follows:(1) Officer Mandalia was investigating two unconnected companies.(2) This investigation had been undertaken by him since July 2019 following a request by a unit within HMRC to visit those two companies. That led to an unannounced visit to premises on 12 August 2019. However, Officer Mandalia was unable to speak to anyone and the premises appeared to be shut.(3) Officer Mandalia sent letters to the premises requesting contact within seven days.(4) On 20 August 2019, by which time no contact had been received by Officer Mandalia, Officer Mandalia telephoned a number that had been included as a contact number in the VAT registration form for one of the two companies. The person answering (a Mr Hargreaves) confirmed that he does some financial work and that the companies’ director was on leave. Mr Hargreaves also told Officer Mandalia that the companies were moving to their accountants’ address.(5) In a further conversation with Mr Hargreaves on 12 September 2019, Officer Mandalia arranged a visit to the two companies’ new principal place of business to take place on 8 October 2019.(6) On 8 October 2019, Officer Mandalia (together with another HMRC officer) visited the premises which were stated to be the principal place of business of those two companies. The premises were locked and no-one was answering the door. Officer Mandalia called Mr Hargreaves who explained that the accountant ought to be there. Shortly afterwards, Mr Hargreaves called back to advise that the accountant would be coming in ten minutes. However, after 20 minutes, no-one arrived. Thereafter, Mr Hargreaves did not answer his telephone when Officer Mandalia tried to call him.(7) In the light of what happened (and in accordance with the various warnings given by Officer Mandalia), he deregistered those two companies from VAT.(8) Although the preceding events had nothing to do with FFCS, FFCS was also deregistered at the same time. The information available to Officer Mandalia which led to this course of action was that: (a) when returning to his office after the failed 8 October 2019 visit, Officer Mandalia discovered that FFCS was also registered at the address which he had visited; and (b) FFCS had failed to file VAT returns.(9) Officer Mandalia’s witness statement explained the circumstances as follows: I initiated deregistration against FFCS as when checking HMRC database I noted they had failed to file VAT returns and the agent had failed to return to me, I therefore concluded that FFCS was engaged in the fraudulent evasion of VAT or other misuse of the VAT system.[242]FFCS entered into creditors’ voluntary liquidation on 7 December 2020.[243]In July 2022, HMRC assessed FFCS for the output tax in relation to Harlequin in the period up to December 2021. The amount of the assessment was £3,588,799. We were not able to reconcile that figure to the £3,147,760 input tax that is the subject of these appeals. In our decision, nothing turns on that fact.[244]On 3 August 2022, the liquidator confirmed that FFCS was unable to pay the VAT. The liquidator’s final report showed that the final sum due to HMRC in respect of outstanding VAT (and unable to be paid) was £2,767,821.61. As the Appellants have conceded that the entire of the amount assessed on Harlequin has been lost, we have not addressed the fact that the VAT loss might be lower than the £3,147,760 that is the subject of these appeals.[245]There is a section in that report headed “Investigation into the affairs of the Company”. That section reads as follows (the missing apostrophes and the inconsistent use of capitals as per the original): 3 Investigation into the affairs of the Company3.1 Following the Liquidator’s appointment, the Liquidator carried out an initial review of the Company’s affairs in the period prior to the insolvency process. This included seeking information and explanations from the director by means of questionnaires; making enquiries of the Company’s accountants; reviewing information received from creditors; and collecting and examining the Company’s bank statements, accounts and other records.3.2 Following the liquidators initial review into the manner in which the affairs of the Company had been conducted, she established that further enquiries should be made.3.3 An examination of the company bank statements/accounting records highlighted a several transactions/entries that required further investigation. Subsequently, an initial letter was issued to the director requesting further information. Shortly after writing to the director, the Company accountant advised the liquidator that the director was and has been suffering with his health. The liquidator can confirm that she has since been furnished with sufficient proof of the director ill health.3.4 Solicitors Ward Hadaway LLP (“WH”) were instructed to assist with the investigation matters. WH has advised that due the sensitivity surrounding the directors health, that it would be of no benefit to continue to pursue him for clarification with regards to the liquidators queries. As a result, the liquidator has abandoned this part of her investigation.3.5 The liquidator has also been liaising with HMRC, who were undertaking a tax review into the Company. The evidence received from HMRC revealed that a third party Company was being remunerated for work that seemed to have been completed by this Company, this was evidenced in the invoices produced by this Company, with BACS details for payments being provided for the third party.3.6 Both the liquidator and WH have written to the third party recipient of funds and also the Company that the invoices were addressed to, however, both of the third parties were unable to provide a response that would assist the liquidator.3.7 Following the letters issued to the third parties, the liquidator wrote to creditors request funding for further investigations. No creditors voted on the decision/indicated that they wanted to provide funding for further investigations. Thereupon, given the lack/no of interest from creditors and advice from WH, the liquidator has now concluded her investigations in their entirety.3.8 A further responsibility of the liquidator’s is to report to the Secretary of State on any matters that come to her attention that could lead her to conclude that any past or present director may be unfit to be involved with managing the affairs of a company in the future. This report is confidential and it is a legal requirement that I do not disclose the content of this report. This report was submitted with the secretary of state, shortly after appointment.[246]We were not taken to any evidence of correspondence between Harlequin and the liquidator of the type referred to in paragraph 3.6 of her report. We therefore cannot conclude that any of the Harlequin companies is actually “the Company” referred to.

HMRC’s contact with Harlequin in relation to FFCS

[247]On 10 January 2022, an HMRC officer (Officer Scullion) called Harlequin and spoke to a member of the accounts staff. Officer Scullion noted that Harlequin had sought repayments of VAT and said that she would require further information before the repayment could be authorised.[248]Later that day, Officer Scullion requested:(1) five invoices that related to FFCS in relation to labour supplies for the weeks ending 24 October, 31 October, 7 November, 14 November and 21 November 2021, as all included on Brickwork’s November 2021 return; and(2) the equivalent five invoices in relation to Contracting.[249]The invoices were provided the next day.[250]In response (also dated 11 January 2022), Officer Scullion sought the full history of the transactions between Harlequin and FFCS. In her e-mails (there was a separate e-mail for Contracting and Brickwork), Officer Scullion explained the position thus: As discussed the company appears to have been raising VAT invoices incorrectly and the VRN does not relate to the company named.[251]As can be inferred from what Officer Scullion wrote, there had in the interim been a further telephone call between Officer Scullion and Harlequin. That took place in the early afternoon on 11 January 2022.(1) Initially, Officer Scullion spoke with the member of the accounts team.(2) Officer Scullion explained that the FFCS invoices were invalid for two reasons: (a) the company (FFCS) had been insolvent since December 2020; and (b) the VAT registration number on the invoices related to another company, which was also insolvent.(3) Officer Scullion was then put through to Mr Parkhouse on the basis that he “would know more about the arrangement”.(4) Mr Parkhouse initially explained that the services related to payroll and Officer Scullion explained that this might suggest that the VAT had been wrongly charged.(5) Officer Scullion advised Mr Parkhouse “that no VAT should be paid over to this payroll provider” and that further enquiries would need to be made. She also advised “that Harlequin should consider either looking to bring this function back in house or looking to move to a compliant provider”.(6) In the course of the conversation, Mr Parkhouse explained to Officer Scullion that: (a) he was unsure whether he had spoken with the director of FFCS (Mr Parkhouse said he would need to check and did not in the end provide the director’s name); (b) he was unsure what he could do if a company presents an invoice that has a VAT number; (c) he had not checked FFCS on Companies House (but when he did so over the telephone he could see that it was indeed insolvent); (d) he had not thought about checking FFCS’s VAT position but he had checked that the CIS was being paid over to HMRC.[252]In a subsequent telephone conversation (13 January 2022), Officer Scullion asked how Mr Parkhouse intended to deal with the payroll On this occasion, Mr Parkhouse corrected Officer Scullion and explained that it was only the subcontractors payments that were being “outsourced”. going forward and Mr Parkhouse said he would need to think about it. Officer Scullion offered to assist him with the due diligence process were a new provider to be engaged and Mr Parkhouse expressed his appreciation for that offer.[253]In that call, Officer Scullion confirmed that the CIS deductions were being made, although they were being credited to the account of a different company.[254]In an e-mail later that day, Officer Scullion asked Mr Parkhouse for some clarification as to the nature of his checks that FFCS had accounted for the CIS deductions in the light of the fact that FFCS was in liquidation. Mr Parkhouse provided some evidence for this about 15 minutes later and the matter does not seem to have arisen again in the subsequent correspondence.[255]Harlequin did initially continue to use FFCS, but they withheld the VAT from any payments being made to iFourCS (as FFCS’s apparent agents).[256]On 17 January 2022, Officer Scullion wrote letters addressed to Brickwork and Scaffolding to notify them formally that FFCS had been deregistered from VAT with effect from 15 October 2019.[257]A similar set of correspondence was entered into by Officer Scullion on 19 January 2022 with respect to Scaffolding.[258]On 11 February 2022, Officer Rouse notified Harlequin that he was taking over from Officer Scullion and proposed a meeting with “Mr Parkhouse to be in attendance … along with any other directors or staff you [the member of the accounting staff] feel appropriate”.[259]That meeting took place on 8 March 2022. From Harlequin, only Mr Parkhouse attended. Officer Rouse and a further HMRC officer attended for HMRC.[260]Regrettably, and Officer Rouse said it was due to an error and recognised that it was most unfortunate, the meeting notes were not sent to Mr Parkhouse until 7 June (i.e. almost exactly three months later). We recognise that Mr Parkhouse cannot be expected to recall the precise details of what or what was not said at the meeting so as to correct every turn of phrase as reported in the meeting notes. We also accept that, as is common practice with HMRC meetings, a lot of HMRC’s questions are pre-prepared (it would be surprising if they went in without a clear idea of the information that they were seeking to ascertain). Furthermore, we recognise that there is an inherent risk that, where a taxpayer’s response to a question is capable of more than one interpretation, it is likely to be interpreted in line with HMRC officers’ preconceptions. However, we are also left with the difficulty that Mr Parkhouse did not seek to correct the notes when he was belatedly given the opportunity to do so. Again, we would have been prepared to give him the benefit of the doubt to the extent that, several months after the meeting, he might not have been aware of the benefits of leaving a paper trail of what he thinks he said. However, when Mr Parkhouse repeatedly refused to engage at the Tribunal itself and tell us what the actual facts were (rather than merely clarify what was or was not said at the meeting), we have to conclude that the only evidence before us as to what was said at the meeting is as found in those notes. At ¶‎287, we observe that a letter from Kangs made passing reference to the meeting notes. However, for the reasons explained in that paragraph, we do not treat Kangs as implicitly endorsing the accuracy of the notes. In reaching our conclusion about the accuracy of the meeting notes, we consider what Kangs have said (and not said) to be a neutral factor. We therefore find that those notes broadly represent an accurate account of the meeting (albeit we recognise that they are not verbatim and, for the reasons noted in this paragraph, there is a likelihood that some nuance is missing). One obvious error in the meeting notes is the suggestion that the meeting ran from 10.40am to 12.17am. We believe it is common ground (and we duly find) that the meeting ran from approximately 10.40am to 12.17pm (i.e. approximately one and a half hours).[261]Mr Parkhouse has further sought to distance himself from what he was reported to have said at the meeting on the basis that he was taken off guard by the nature and relevance of the meeting. We do not accept that. For one reason, there is an uneasy tension between an individual (on the one hand) saying that he did not say what he was reported to have said and (on the other) also claiming not to have meant to say what he is reported to have said. Mr Parkhouse has adopted both strategies. Furthermore, based on how Mr Parkhouse was evasive when before us, we consider that the more likely explanation is that Mr Parkhouse was regretting that he had said things that he later feared might not have assisted his case.[262]Although there was a delay in sending Mr Parkhouse meeting notes, Officer Rouse did send Mr Parkhouse on 18 March 2022 some additional guidance so as to assist Harlequin mitigate future risks. He also issued Mr Parkhouse with three formal information notices (one for each company) under Schedule 36 to the Finance Act 2008. (It is not clear to us why formal notices were issued, given HMRC’s own internal guidance which encourages HMRC to make informal requests first and Court of Appeal authority to the same effect (JJ Management Consulting LLP v HMRC [2020] EWCA Civ 784).)[263]On 29 March 2022, Mr Parkhouse sought an extension to the period for compliance with the notices (from 8 April 2022). On 5 April 2022, Officer Rouse offered an extension till 29 April 2022.[264]On 28 April 2022, Mr Parkhouse sought to provide HMRC with a response to the notices by e-mail. Due to e-mail size limits, he encountered some difficulties and asked Officer Rouse for some assistance as to alternative options. Due to absence from the office, Officer Rouse offered to provide a Dropbox link to Mr Parkhouse in early May 2022. On 9 May 2022, Officer Rouse told Mr Parkhouse that he (Mr Parkhouse) would need to acknowledge the risks of data breaches before the link would be provided. Mr Parkhouse provided Officer Rouse with the relevant consents on 24 May 2022. Within two minutes, Officer Rouse sent Mr Parkhouse a link. However, Mr Parkhouse’s colleague e-mailed later that day to say that the link was not working. A replacement was sent later that day.[265]On 25 May 2022, Officer Rouse telephoned Mr Parkhouse to acknowledge receipt of some of the information but said that a number of requested documents were missing.[266]On 27 May 2022, Officer Rouse e-mailed Mr Parkhouse to acknowledge the uploading of further information and to express a concern that certain information was still missing being:(1) the most recent up-to-date bank statements; and(2) invoices relating to the VAT periods from January 2022 onwards.[267]On 6 June 2022, Mr Parkhouse provided by way of e-mail a narrative answering a number of Officer Rouse’s further questions.[268]On 7 June 2022, Officer Rouse acknowledged this further information and noted that he would shortly be sending Mr Parkhouse a copy of the March meeting notes for his records.[269]Those notes were sent later that morning with the following text in the covering e-mail: If you have any comments or suggested alterations, please come back to me by Tuesday 21 June 2022.[270]On 9 June 2022, there was a telephone call between Officer Rouse and the member of Harlequin’s accounts staff with whom the earlier conversations had taken place. She sought to answer Officer Rouse’s questions concerning difficulties he was having reconciling the figures.[271]On 10 June 2022, Officer Rouse wrote to Mr Parkhouse identifying that Harlequin’s payments to FFCS were connected with a loss of VAT. A list of affected payments was attached. Three letters (and three lists) were sent: one for each of the Harlequin companies.[272]Additional questions were asked of Mr Parkhouse by Officer Rouse on 13 June 2022, which were focused on subsequent transactions after the period with which these appeals are concerned.[273]Mr Parkhouse responded by e-mail dated 20 June 2022. In response to Officer Rouse’s question as to whether Harlequin had changed its approach as to how it operates the Construction Industry Scheme, Mr Parkhouse said: Sorry I don’t really understand this question, but we haven’t changed anything so far. I wasn’t aware CIS was a concern?[274]In his e-mail response of 22 June 2022, Mr Parkhouse referred to the following extract of his meeting notes: SE advised PP that they should review their operation of CIS, as the relationship between Harlequin companies and [FFCS] was within CIS and covered by construction operations. Payments should be shown on CIS300 monthly returns. SE asked if PP knew who they had actually paid as [FFCS] only held net payment status. PP said that he would have to check.[275]He continued to explain that the supplies with FFCS were within the scope of the Construction Industry Scheme, that “it would be prudent to review [Harlequin’s] operation of CIS to ensure CIS300s are being filed correctly, and to ensure subcontractors are verified correctly”.[276]Mr Parkhouse requested a response by 29 June 2022. However, the next documents in our bundle were letters dated 19 July 2022. It was Officer Rouse’s unchallenged evidence that no response had been provided to his 22 June 2022 e-mail and we duly find that to be the case.[277]On 19 July 2022, HMRC issued decisions in relation to each of the three Harlequin companies that the right to deduct input tax had been denied. These are the decisions referred to at ¶¶‎14, ‎19 and ‎25 above.[278]On 22 July 2022, HMRC further issued decisions in relation to each of the three Harlequin companies imposing a penalty under section 69C. These are the decisions referred to at ¶¶‎16, ‎22 and ‎28 above.[279]On 22 July 2022, Officer Rouse also issued three letters to Mr Parkhouse (one in relation to each of the three Harlequin companies). The letters stated that HMRC had issued a penalty under section 69C and warned Mr Parkhouse that “the actions of the [relevant] company, which led to the penalty, were caused by [him], as a company officer”. He sought representations from Mr Parkhouse by 5 August 2022. On the same day, Officer Rouse sent an e-mail to Mr Parkhouse attaching copies of the penalty assessments for Harlequin.[280]Mr Sutcliffe was not sent a letter in such terms at that time. See ¶‎289 below.[281]Mr Parkhouse acknowledged all of these letters on 28 July 2022 and requested an additional 30 days to respond on the basis that he was looking to instruct solicitors and also because of the holiday season.[282]On 1 August 2022, Officer Rouse partially declined the time extension request. He explained that the decisions made against the company were subject to a 30-day statutory time limit. However, he explained how (for example, by instigating the review process within the 30-day period) Mr Parkhouse could effectively buy some time during which he could obtain the appropriate legal advice. Officer Rouse was, nevertheless, prepared to grant an extension in relation to the potential attribution to him personally of responsibility for the companies incurring their penalties. That extension was to give Mr Parkhouse 31 days from the date of his 22 July 2022 letters (rather than the original 14 days).[283]Solicitors were instructed and a representative from Kangs Solicitors made contact with Officer Rouse (including forms 64-8 on behalf of both Mr Parkhouse and Harlequin) by e-mail on 15 August 2022. On 18 August 2022, Kangs Solicitors wrote again to Officer Rouse with the following:(1) joint representations on behalf of Harlequin in relation to the decisions to deny the input tax incurred on the FFCS supplies and the section 69C penalties;(2) representations on behalf of Mr Parkhouse about the proposed personal liability notices in relation to all three companies and a request for an independent review of these decisions.[284]The attached letters made it clear that the Harlequin representations were also intended to be treated as requests for an internal review. The letters represented the first detailed engagement with HMRC’s assertions.[285]Within the letters on behalf of Harlequin: (1) It was asserted that “from December 2021 [Harlequin] ceased paying [FFCS] because the VAT number did not match, and HMRC were informed of this accordingly”. Whilst, on a literal interpretation, this might be correct, we find the assertion to be distinctly misleading. For the avoidance of doubt, we are not suggesting that the author was knowingly intending to mislead. As we have found, it was Officer Scullion who told Harlequin of the mismatch in relation to the VAT number (¶‎250 above) and it was Officer Scullion who told Harlequin to cease paying the VAT element to FFCS (¶‎251(5) above). To the extent that Harlequin informed HMRC that they had ceased to pay the VAT element to FFCS (for example, Mr Parkhouse is recorded as having said so at the March 2022 meeting), this was entirely because of the information provided to them by HMRC and not as a result of any of Harlequin’s own due diligence. Indeed, as repeatedly recorded in the notes of the 8 March 2022 meeting, Mr Parkhouse had focused on CIS compliance and not VAT. That is also entirely consistent with what Officer Scullion recorded following her telephone conversation with Mr Parkhouse on 11 January 2022:
“He said he hadnt [sic] thought about the VAT but had checked that the CIS was being paid over.”
Indeed, the Kangs letter continued to suggest that “it would be usual for HMRC to carry out extended verification on repayment returns [Harlequin being a repayment trader]”. (2) The letter does engage with HMRC’s meeting notes and the suggestion therein that “[Mr Parkhouse] stated he would not undertake due diligence as a matter of course”; objection was made to the “as a matter of course”. In particular, Kangs asserted that Mr Parkhouse had no recollection of stating that. Their response continued to note “Due diligence was carried out on [FFCS] including the checking their tax status for CIS purposes.” In response to the assertion that the insufficiency of any due diligence was something warned about in the 2014 meeting and the guidance provided to Mr Parkhouse at that meeting, Kangs did not challenge the factual assertion but observed instead that what was communicated in 2014 was at most guidance rather than mandatory in nature. In any event, Kangs explained that Harlequin “felt sufficiently confident to deal with the supplier in question and nothing occurred in subsequent dealings to suggest anything untoward”. (3) The Kangs response also addressed a further point that HMRC had derived from the notes of the March 2022 meeting: in those notes, Mr Parkhouse is reported to have been told that FFCS had changed name in January 2022 and also that there were risks associated with suppliers changing company names. The criticism made of Mr Parkhouse is that he did not choose to share this information at this time and that the discussions ought to have prompted him to do so. In response, Kangs made the assertion that Mr Parkhouse felt ambushed at the meeting, uncomfortable and stressed as a result. In any event, it appears from our review of the meeting notes that Officer Rouse was aware of the change of name from FFCS to that of another company that Mr Parkhouse considered to be a member of the same group of companies as FFCS.[286]As well these limited qualifications of the accuracy of the meeting notes, we conclude that the Kangs response provides further confirmation from Harlequin’s perspective that no due diligence was carried out in relation to the FFCS arrangements so far as VAT was concerned. However, as the letter was clearly drafted in response to subsequent HMRC correspondence and it did not purport to be a critique of HMRC’s meeting notes, we do not infer from Kangs that they were otherwise endorsing the accuracy of the meeting notes.[287]Within each of the three letters written on Mr Parkhouse’s behalf (one for each Harlequin company), Kangs confirmed that there had been verification of FFCS’s status so far as the Construction Industry Scheme was concerned (implicitly reinforcing the point that no VAT checks were undertaken).[288]On 14 October 2022, HMRC concluded their statutory reviews into the decisions made against each of the Harlequin companies. These were then the subject of appeals made to the Tribunal.[289]On 7 November 2022, Officer Rouse issued three letters to Mr Sutcliffe (one in relation to each of the three Harlequin companies). The letters stated that HMRC had issued a penalty under section 69C and warned Mr Parkhouse that “the actions of the [relevant] company, which led to the penalty, were caused by [him], as a company officer”. He sought representations from Mr Parkhouse by 7 December 2022.[290]On 8 December 2022, Kangs submitted representations in relation to the proposed personal liability notices.[291]On 14 December 2022, Officer Rouse contacted Kangs in order to arrange two telephone calls “[that] should last no longer than ten to fifteen minutes”, one with Mr Sutcliffe and one with Mr Parkhouse. That request was not responded to and Officer Rouse chased Kangs for a response on 16 January 2023.[292]Kangs responded on 20 January 2023 and advised that Messrs Parkhouse and Sutcliffe requested that any question be put to them in writing.[293]Officer Rouse acknowledged the directors’ preference and set out his questions by e-mail on 23 January 2026. One e-mail was sent in relation to Mr Sutcliffe and one e-mail was sent in relation to Mr Parkhouse. Those e-mails identified the Brightshine payments (discussed above) and sought the directors’ explanations regarding those payments.[294]It was at this point that the generally amicable tone of the correspondence changed. On 2 February 2023, Kangs asked Officer Rouse: … are you able to confirm from which company these monies are being paid into Parkhouse’s [sic] and Mr Sutcliffe’s accounts.[295]Officer Rouse responded the next day: As Mr Parkhouse and Mr Sutcliffe were in receipt of the monies, I would suggest they would be in a position to indicate where the monies came from. I would appreciate responses to the original queries by Monday please.[296]That “Monday” was Monday 6 February 2023. We saw no evidence that any response was sent to Officer Rouse by that date.[297]On 7 February 2023, Officer Rouse then issued his section 69D decisions to Messrs Parkhouse and Sutcliffe (the six decisions referred to at ¶¶‎31 and ‎34 above).[298]Kangs requested reviews by letters dated 3 March 2023. The reviews were concluded on 14 April 2023, with each of the six decisions being upheld.

That the VAT loss was occasioned by fraud

[299]We now turn to the issues that we have to decide, starting with the question as to whether HMRC have proven, on the balance of probabilities, that the admitted loss of VAT was occasioned by fraud.[300]We note, as the Appellants submitted, that HMRC must have recognised the thinness of their pleaded case and that is why they sought to amend the Statement of Case. However, we do not take that into account when applying the standard of proof to the facts before us. Instead, we have focused solely on the proven facts and then stepped back to decide whether, on the balance of probabilities, the loss of tax was occasioned by fraud.[301]This exercise must be considered within the framework of HMRC’s pleadings in their Statement of Case. Given that we have concluded that Harlequin did contract with FFCS, it is the pleadings in paragraph 101 (cited at ¶‎92(5) above) which we must consider.[302]So far as the pleaded facts are concerned (i.e. removing the commentary and after following through the cross-references), HMRC’s factual case can be summarised as follows:(1) FFCS made no VAT returns after its April 2018 return;(2) FFCS was deregistered for VAT on 15 October 2019;(3) HMRC’s reason for deregistering FFCS was that it was fraudulently evading VAT;(4) FFCS was subject of a VAT assessment for unpaid output tax in the period up to December 2021;(5) FFCS’s liquidators were unable to pay the VAT due and no distribution to creditors could be expected.

HMRC’s submissions

[303]It was Mr Abernethy’s case that, by applying the inherent probabilities of each party’s case with the Tribunal using its common sense and expertise, we should conclude that Harlequin’s transactions were connected with fraud. At the Tribunal’s request, Mr Abernethy provided detailed submissions on the case law concerning inherent probabilities. The Appellants similarly made submissions on this point.[304]These submissions focused on the decision of the House of Lords in Re B (Children) (FC) [2008] UKHL 35. The leading speech was given by Baroness Hale. Lord Hoffmann gave a concurring speech. Lords Rodger of Earlsferry and Walker of Gestingthorpe agreed with both Lord Hoffmann and Baroness Hale. Lord Scott of Foscote is recorded as having agreed only with Baroness Hale.[305]Mr Abernethy relied on the following passages of Lord Hoffmann’s speech: 2. If a legal rule requires a fact to be proved (a “fact in issue”), a judge or jury must decide whether or not it happened. There is no room for a finding that it might have happened. The law operates a binary system in which the only values are 0 and 1. The fact either happened or it did not. If the tribunal is left in doubt, the doubt is resolved by a rule that one party or the other carries the burden of proof. If the party who bears the burden of proof fails to discharge it, a value of 0 is returned and the fact is treated as not having happened. If he does discharge it, a value of 1 is returned and the fact is treated as having happened. 5. Some confusion has however been caused by dicta which suggest that the standard of proof may vary with the gravity of the misconduct alleged or even the seriousness of the consequences for the person concerned. The cases in which such statements have been made fall into three categories. First, there are cases in which the court has for one purpose classified the proceedings as civil (for example, for the purposes of article 6 of the European Convention) but nevertheless thought that, because of the serious consequences of the proceedings, the criminal standard of proof or something like it should be applied. Secondly, there are cases in which it has been observed that when some event is inherently improbable, strong evidence may be needed to persuade a tribunal that it more probably happened than not. Thirdly, there are cases in which judges are simply confused about whether they are talking about the standard of proof or about the role of inherent probabilities in deciding whether the burden of proving a fact to a given standard has been discharged. 10. The leading case in the second category was, until Re H (Minors) [1996] AC 563, the decision of the Court of Appeal in Hornal v Neuberger Products Ltd [1957] 1 QB 247. The question there was the appropriate standard of proof of an allegation of fraud in civil proceedings. In a frequently cited passage, Morris LJ said (at p. 266) that it was the normal standard for civil proceedings; proof on a balance of probability. But the gravity of an allegation of fraud was something which should be taken into account in deciding whether the burden had been discharged: “Though no court and no jury would give less careful attention to issues lacking gravity than to those marked by it, the very elements of gravity become a part of the whole range of circumstances which have to be weighed in the scale when deciding as to the balance of probabilities.” 11. It was this notion of having regard to inherent probabilities which Lord Nicholls of Birkenhead attempted to capture in In re H (Minors)(Sexual Abuse: Standard of Proof) [1996] AC 563, 586D-H: “The balance of probability standard means that a court is satisfied an event occurred if the court considers that, on the evidence, the occurrence of the event was more likely than not. When assessing the probabilities the court will have in mind as a factor, to whatever extent is appropriate in the particular case, that the more serious the allegation the less likely it is that the event occurred and, hence, the stronger should be the evidence before the court concludes that the allegation is established on the balance of probability. Fraud is usually less likely than negligence. Deliberate physical injury is usually less likely than accidental physical injury. A step-father is usually less likely to have repeatedly raped and had non-consensual oral sex with his under age stepdaughter than on some occasion to have lost his temper and slapped her. Built into the preponderance of probability standard is a generous degree of flexibility in respect of the seriousness of the allegation. Although the result is much the same, this does not mean that where a serious allegation is in issue the standard of proof required is higher. It means only that the inherent probability or improbability of an event is itself a matter to be taken into account when weighing the probabilities and deciding whether, on balance, the event occurred. The more improbable the event, the stronger must be the evidence that it did occur before, on the balance of probability, its occurrence will be established.”13. My Lords, I would invite your Lordships fully to approve these observations. I think that the time has come to say, once and for all, that there is only one civil standard of proof and that is proof that the fact in issue more probably occurred than not. I do not intend to disapprove any of the cases in what I have called the first category, but I agree with the observation of Lord Steyn in McCann’s case (at 812) that clarity would be greatly enhanced if the courts said simply that although the proceedings were civil, the nature of the particular issue involved made it appropriate to apply the criminal standard.14. Finally, I should say something about the notion of inherent probabilities. Lord Nicholls said, in the passage I have already quoted, that — “the court will have in mind as a factor, to whatever extent is appropriate in the particular case, that the more serious the allegation the less likely it is that the event occurred and, hence, the stronger should be the evidence before the court concludes that the allegation is established on the balance of probability.”15. I wish to lay some stress upon the words I have italicised. Lord Nicholls was not laying down any rule of law. There is only one rule of law, namely that the occurrence of the fact in issue must be proved to have been more probable than not. Common sense, not law, requires that in deciding this question, regard should be had, to whatever extent appropriate, to inherent probabilities. If a child alleges sexual abuse by a parent, it is common sense to start with the assumption that most parents do not abuse their children. But this assumption may be swiftly dispelled by other compelling evidence of the relationship between parent and child or parent and other children. It would be absurd to suggest that the tribunal must in all cases assume that serious conduct is unlikely to have occurred. In many cases, the other evidence will show that it was all too likely. If, for example, it is clear that a child was assaulted by one or other of two people, it would make no sense to start one’s reasoning by saying that assaulting children is a serious matter and therefore neither of them is likely to have done so. The fact is that one of them did and the question for the tribunal is simply whether it is more probable that one rather than the other was the perpetrator.[306]Mr Abernethy further relied on the following passages from Baroness Hale’s speech: The standard of proof 62. All of their Lordships in In re H were clear that there was one standard of proof, the balance of probabilities. But Lord Nicholls went on to say this at p586:
“The balance of probability standard means that a court is satisfied an event occurred if the court considers that, on the evidence, the occurrence of the event was more likely than not. When assessing the probabilities the court will have in mind as a factor, to whatever extent is appropriate in the particular case, that the more serious the allegation the less likely it is that the event occurred and, hence, the stronger should be the evidence before the court concludes that the allegation is established on the balance of probability. Fraud is less likely than negligence. Deliberate physical injury is usually less likely than accidental physical injury. A step-father is usually less likely to have repeatedly raped and had non-consensual oral sex with his under age stepdaughter than on some occasion to have lost his temper and slapped her. Built into the preponderance of probability standard is a generous degree of flexibility in respect of the seriousness of the allegation. Although the result is much the same, this does not mean that where a serious allegation is in issue the standard of proof required is higher. It means only that the inherent probability or improbability of an event is itself a matter to be taken into account when weighing the probabilities and deciding whether, on balance, the event occurred. The more improbable the event, the stronger must be the evidence that it did occur…. Ungoed-Thomas J expressed this neatly in In re Dellow’s Will Trusts [1964] 1 WLR 451, 455: ‘The more serious the allegation the more cogent is the evidence required to overcome the unlikelihood of what is alleged and thus to prove it.’”
[emphasis supplied]

[emphasis supplied]

[307]Although not included Mr Abernethy’s written submissions, we think it helpful to cite here the rest of Baroness Hale’s paragraph [62] and her paragraph [63]: If he had stopped there, perhaps there would have been no difficulty, provided that lawyers and courts paid attention to the whole passage, including the words which I have italicised, rather than extracting a single phrase. But he went on:
“This substantially accords with the approach adopted in authorities such as the well known judgment of Morris LJ in Hornal v Neuberger Products Ltd [1957] 1 QB 247, 266. This approach also provides a means by which the balance of probability standard can accommodate one’s instinctive feeling that even in civil proceedings a court should be more sure before finding serious allegations proved than when deciding less serious or trivial matters.” “More sure” may be read as suggesting a higher standard than the simple preponderance of probabilities. 63. Lord Lloyd, at pp 577-578 on the other hand, took a more straightforward line: “In my view the standard of proof under [section 31(2)] ought to be the simple balance of probability however serious the allegations involved … mainly because section 31(2) provides only the threshold criteria for making a care order … if the threshold criteria are not met, the local authority can do nothing, however grave the anticipated injury to the child, or however serious the apprehended consequences. This seems to me to be a strong argument in favour of making the threshold lower rather than higher. It would be a bizarre result if the more serious the anticipated injury, whether physical or sexual, the more difficult it became for the local authority to satisfy the initial burden of proof, and thereby ultimately, if the welfare test is satisfied, secure protection for the child. . . There remains the question whether anything should be said about the cogency of the evidence needed to ‘tip the balance’. For my part I do not find those words helpful, since they are little more than a statement of the obvious; and there is a danger that the repeated use of the words will harden into a formula which, like other formulas (especially those based on a metaphor) may lead to misunderstanding.”
[308]Mr Abernethy’s submissions continued with the following three further passages from Baroness Hale’s speech: 64. My Lords, Lord Lloyd’s prediction proved only too correct. Lord Nicholls’ nuanced explanation left room for the nostrum, “the more serious the allegation, the more cogent the evidence needed to prove it”, to take hold and be repeated time and time again in fact-finding hearings in care proceedings (see, for example, the argument of counsel for the local authority in Re U (A Child) (Department for Education and Skills intervening) [2004] EWCA Civ 567, [2005] Fam 134, at p 137. It is time for us to loosen its grip and give it its quietus. … 70. My Lords, for that reason I would go further and announce loud and clear that the standard of proof in finding the facts necessary to establish the threshold under section 31(2) or the welfare considerations in section 1 of the 1989 Act is the simple balance of probabilities, neither more nor less. Neither the seriousness of the allegation nor the seriousness of the consequences should make any difference to the standard of proof to be applied in determining the facts. The inherent probabilities are simply something to be taken into account, where relevant, in deciding where the truth lies. … 72. As to the seriousness of the allegation, there is no logical or necessary connection between seriousness and probability. Some seriously harmful behaviour, such as murder, is sufficiently rare to be inherently improbable in most circumstances. Even then there are circumstances, such as a body with its throat cut and no weapon to hand, where it is not at all improbable. Other seriously harmful behaviour, such as alcohol or drug abuse, is regrettably all too common and not at all improbable. Nor are serious allegations made in a vacuum. Consider the famous example of the animal seen in Regent’s Park. If it is seen outside the zoo on a stretch of greensward regularly used for walking dogs, then of course it is more likely to be a dog than a lion. If it is seen in the zoo next to the lions’ enclosure when the door is open, then it may well be more likely to be a lion than a dog.[309]Applying the approach made clear in Re B, Mr Abernethy submitted that the correct test is whether, in the circumstances of the case, fraud is more likely than negligence or innocence.[310]Mr Abernethy also referred us to the judgment of the Sir Geoffrey Vos C (Chancellor of the High Court) in Bank St Petersburg PJSC v Arkhangelsky [2020] EWCA Civ 408. In particular, the Chancellor criticised the judge at first instance of applying too exacting a standard. At [48], the Chancellor noted that the respondents in that case “had behaved in a wholly dishonest manner and committed multiple incidents of perjury before [the judge]”, yet he had held that the appellants’ burden of proof could be discharged “only … by showing the facts to be incapable of innocent explanation”. At [50], the Chancellor said that the judge at first instance had been wrong to ask only “whether the justification offered [was] a plausible one”. The correct approach included that task but that was only a part of the judge’s role. In conclusion, the Chancellor said at [51]:
“He seems, in my judgment, to have lost sight, in relation to these important events, of the true standard of proof, namely what explanation was more probable than not, having taken account of the nature and gravity of the allegation.”

The Appellants’ submissions

[311]In their written submissions, the Appellants addressed the question of inherent probability more briefly.(1) They noted the dictum of Lord Nicholls in Re H – that the more serious the allegation the less likely it is that it occurred, with fraud therefore being less likely than negligence.(2) They then explained that the result of Re B was that this did not require the imposition of a higher standard of proof.(3) However, it remained the Appellants’ case that (as per paragraph [70] of Baroness Hale’s speech) the dictum is still relevant when applying the balance of probabilities standard of proof.

Discussion

[312]We detected no real disagreement between the parties as to the correct approach as laid down in Re B. That is the approach that we have followed.[313]As the case law amply demonstrates, the Tribunal’s task of deciding whether a fraud has occurred can be fraught with difficulties. For example, whilst it is not wrong to recognise that the seriousness of fraud means that it can be considered less likely to have occurred than a less culpable explanation, that does not mean (as some of the case law pre Re B suggested) that our role is anything other than to decide the case on the balance of probabilities.[314]However, unlike the cases cited above, the facts that we have to consider are relatively straightforward.(1) FFCS made no VAT returns after its April 2018 return;(2) FFCS was deregistered for VAT on 15 October 2019;(3) FFCS was subject of a VAT assessment for unpaid output tax in the period up to December 2021;(4) FFCS’s liquidators were unable to pay the VAT due and no distribution to creditors could be expected.[315]That HMRC chose to deregister FFCS from VAT because of a belief that it was fraudulently evading VAT is a fact that we take into account. However, without a shred of evidence before us to substantiate that belief, we do not think that it can take us very far (if indeed it can take us anywhere at all). The highest point of HMRC’s factual case is that FFCS shared an address with two companies that were actually being investigated by HMRC. However, in the absence of any evidence about those other companies (from which it might be possible to construct a case on the basis of similar fact evidence), HMRC’s argument becomes circular. Because of the nature of HMRC’s Statement of Case, we know nothing more about FFCS from which to impute any allegation of fraud. We refused the debarring application as there was, in our view, a reasonable possibility that a basis for an allegation of fraud would emerge in the course of the fuller investigation into the facts before us than would have been possible or permissible on summary judgment. However, that basis did not materialise.[316]Similarly, the liquidator’s report is unable to support HMRC’s case. To the extent that it says anything about the existence of any tax fraud, that is limited to HMRC reporting their own concerns to the liquidator. That puts us back in the same position as with HMRC’s own reasons for deregistering FFCS as discussed in the previous paragraph.[317]With those basic facts the question then becomes can one conclude that, on the balance of probabilities, the loss of tax was caused by fraud. In many ways, the answer to that question will depend on whom one asks. If one were to ask the proverbial “man on the Clapham Omnibus” (or his gender-neutral fellow passenger on the London Underground), one is likely to get the answer “yes”. However, we do not consider that to be the right approach: such an individual is not going to be sufficiently informed about the subject matter and any views expressed will be based on excess cynicism as a result. On the other hand, officers such as Officers Rouse and Mandalia will be very informed and, as demonstrated in this case, reached the same conclusion. However, they too cannot represent the appropriate model for our analysis as their perspective (as amply demonstrated in this case) is tainted by an excessive level of suspicion.[318]We consider that the correct approach is somewhere between those two extremes: we have the expertise to recognise that fraud does exist to a significant extent in certain sectors such as labour supply businesses within the construction industry. However, we also recognise that there are alternative explanations for the lack of VAT returns and FFCS’s subsequent inability to pay the amounts assessed. For example, FFCS could have become overwhelmed with paperwork, FFCS could have taken a cavalier (but not dishonest) approach to its tax compliance or, for which there is some supportive evidence in the present case, illness of a director could have been the predominant factor. The difficulty is that we had no evidence to assist us in determining which possible cause of the loss of tax was the most probable. The only potential pointer in favour of fraud being the most likely cause is that, as an expert tribunal, we know that tax fraud is a major problem in the constructor industry and with labour supply businesses in particular. However, even taking that into account, we conclude that HMRC have not come anywhere near discharging the burden of proof so as to persuade us that FFCS’s failure to account for the output tax it had received from Harlequin was fraudulent.[319]In light of our conclusion in relation to this issue, we have to allow the appeals.[320]However, in case this case proceeds further and it is subsequently concluded that the loss of VAT was occasioned by fraud, we will decide the remaining issues in these appeals on the assumption that (contrary to our actual conclusion) the loss of VAT was occasioned by fraud. Any subsequent reference to fraud must be read on that hypothetical basis.

That Harlequin’s transactions were connected with that fraudulent loss of VAT

[321]We did not understand the Appellants to dispute that the loss of tax that they had conceded had occurred related to the payments made by Harlequin for the labour supplies. Furthermore, given that this was not a particularly long supply chain (being that it was the output tax on the Harlequin income that has gone unpaid), we do not see how the Appellants could reasonably have disputed this.[322]Thus, were we to have found that that loss of tax was occasioned by fraud, we would have concluded that Harlequin’s transactions were connected with that fraudulent loss of VAT.

That Harlequin knew or should have known of such a connection

[323]We shall consider this element in two parts: first, actual knowledge; secondly, constructive knowledge.[324]However, it is perhaps worth noting that it was not any part of HMRC’s case that Mr Warner knew (or should have known) about the connection with the loss of VAT or that that knowledge (actual or constructive) should be imputed to Harlequin. As a result, we say no more about this.[325]We note that both the alleged fraudulent evasion of VAT and the question whether Harlequin knew or should have known of such a connection fall to be determined by reference to HMRC’s pleaded case. However, the case advanced in relation to the existence of fraudulent evasion was confined to a relatively limited number of primary factual allegations directed to dishonesty. By contrast, HMRC’s pleaded case in relation to knowledge relied on a broader range of circumstances and indicia surrounding the transactions. In considering whether Harlequin knew or should have known of a connection with fraud, we have therefore assessed those broader circumstances as they would have appeared to a reasonable trader at the time.

HMRC’s submissions on actual knowledge

[326]Mr Abernethy urged us to consider the totality of the evidence and not to consider individual circumstances in isolation. In particular, he referred us to the recent decision of this Tribunal in One Call Consultants Ltd v HMRC [2026] UKFTT 00156 (TC) which, after referring to two decisions of the Court of Appeal, continued:19. In considering circumstantial evidence, the Tribunal should take care not to restrict itself to considering each piece of evidence alone and in isolation from the others. This is because circumstantial evidence is not a chain, where a break in one link breaks the chain, but is a cord: one strand of the cord might be insufficient to sustain the weight, but three strands together might be sufficient …20. Further, it is necessary to consider individual transactions in their context, including drawing inferences from a pattern of transactions, and to look at the totality of the deals effected by the taxpayer (and their characteristics), and at what the taxpayer did or omitted to do, and what it could have done, together with the surrounding circumstances in respect of all of them …[327]Mr Abernethy placed on reliance on the considerable experience that both Messrs Parkhouse and Sutcliffe had within the construction industry.[328]He further placed reliance on what he inferred from Mr Sutcliffe’s witness statement concerning the introduction of the VAT reverse charge from April 2021 as a result of the prevalence of VAT fraud in the industry. In addition, he submitted that it was “not credible” that “given their experience, Mr Parkhouse and Mr Sutcliffe would not have been aware of it”. In any event, Mr Parkhouse had been provided with a leaflet that specifically warned of tax fraud within the construction industry.[329]Finally, Mr Abernethy addressed the Brightshine payments suggesting that the explanations of both of Messrs Parkhouse and Sutcliffe should be rejected. In particular, Mr Abernethy referred to:(1) the inconsistencies between the two directors’ accounts;(2) the reluctance of Harlequin to engage with HMRC in relation to the Brightshine payments;(3) the unorthodox nature of the payments (both the fact of the payments being made to the directors and the fact that they were not made to the directors’ main UK bank accounts); and(4) the lack of explanation from Mr Sutcliffe as to why he had originally said at the March 2022 meeting that he had not received any payments or introduction fees in relation to the FFCS supplies.

Discussion

[330]We agree that we should consider the totality of the evidence and follow the approach laid out in One Call (see ¶‎326 above).[331]However, HMRC have not satisfied us that the Appellants actually knew that the transactions were connected with the (assumed fraudulent) loss of VAT.[332]We accept that both Messrs Parkhouse and Sutcliffe should have been alive to the risk of labour fraud, even more so given their experience in the construction industry. However, what they should have known is a distinct issue (which we consider further below). Furthermore, there is a difference between knowledge of VAT fraud in the industry generally and knowledge that their own transactions were connected with fraud.[333]From the evidence before us, although very different individuals, we reach the conclusion that both directors were in blissful ignorance of the problems they were exposing the companies to.[334]We recognise that Mr Parkhouse’s evasiveness before us raises questions as to his honesty (and, therefore, the possibility that we could infer knowledge despite his denials). That evasiveness must be viewed as a continuation of the lack of co-operation with HMRC which commenced in 2023 once Officer Rouse started to ask about the Brightshine payments (and by which time Harlequin had legal representation). However, we note that, for the majority of 2022, Mr Parkhouse was positively engaging with Officer Rouse. We acknowledge that in the course of 2022 not every document requested was provided exactly as Officer Rouse had requested. However, we put this down to misunderstandings on Mr Parkhouse’s part and a lack of appreciation of the enormity of the situation, rather than any conscious policy of deflection. Indeed, HMRC have not pointed to any “smoking gun” document that Mr Parkhouse had tried to withhold from them. Had Mr Parkhouse known he had something to hide, we conclude that he would have been far more evasive throughout HMRC’s investigations. Instead, we conclude that the evasiveness before us was out of fear of saying the wrong thing rather than to cover up any knowledge of any connection with the loss of VAT.[335]As for Mr Parkhouse’s reluctance to provide information to Officer Rouse in 2023, once the issue of the Brightshine payments came to light, we agree with HMRC that this could suggest a deliberate attempt to hide an incriminating document. However, we decline to draw any adverse inference from this. In particular, we note that Officer Rouse made no attempt to use HMRC’s information powers to obtain this information and we have to conclude that he was content to proceed without this information.[336]We also understand why HMRC consider the Brightshine payments suggest knowing participation in whatever FFCS was doing and, in particular, given that the mode of payments was particularly unorthodox.[337]We also agree with HMRC that what Mr Sutcliffe said as to what he thought the payments were for differed from Mr Parkhouse’s explanations. However, the differences in our view were minor in that both explanations suggested that they were rewards for referring some kind of work to FFCS: Mr Sutcliffe’s understanding was that the rewards related to third parties who might be referred to FFCS, whereas Mr Parkhouse’s understanding was that they were also rewards for the routing of Harlequin’s own labour through FFCS. Given that it was only Mr Parkhouse who liaised with Giuseppe (and thus Mr Sutcliffe was dependent on what Mr Parkhouse told him) and given our view as to a common lack of interest in factual details shared by both Messrs Parkhouse and Sutcliffe (see ¶¶‎175 and ‎334 above), we conclude that the difference in understanding is entirely explicable.[338]Furthermore, we accept what both Messrs Parkhouse and Sutcliffe have said in one respect: why should they damage a very successful business for what, for them, was a relatively minor reward.[339]We conclude that the more likely explanation is that the payments were indeed incentive payments paid on behalf of FFCS for the provision of work to them (whether from Harlequin itself or from other separate businesses). However, it is our conclusion that neither Mr Sutcliffe nor Mr Parkhouse (and thus Harlequin as corporate bodies) knew what FFCS might do with the VAT element of the consideration paid for the labour supplies.[340]Therefore, it is our conclusion that neither Mr Parkhouse nor Mr Sutcliffe (and, hence, Harlequin) knew that the transactions were connected with the fraudulent loss of VAT.

HMRC’s submissions on constructive knowledge

[341]HMRC’s arguments on constructive knowledge were put forward as an alternative to their arguments on actual knowledge.

The Appellants’ submissions on constructive knowledge

[342]The Appellants’ arguments on constructive knowledge were similarly put forward as a part of their case on knowledge per se (whether actual or constructive). However, given that we have accepted the Appellant’s case on actual knowledge, we identify the key submissions in this section.[343]The Appellants submitted that HMRC’s case on constructive knowledge is based on what Officer Rouse believed and he was, in their mind “a suspicious man”, leaving open the question as to whether that is by nature or training.[344]The Appellants also submitted that each aspect of HMRC’s case in relation to the Brightshine payments can be explained and therefore does not assist HMRC in proving that the Appellants had the requisite knowledge about the connection between FFCS’s supplies to Harlequin and the loss of tax (which HMRC needed to show was fraudulent).[345]The Appellants next addressed the question of due diligence. They make the point that it is not sufficient for HMRC to show a failure to undertake due diligence, but that it evidences knowledge of VAT fraud. As HMRC were relying on the information provided to Mr Parkhouse during the 2014 meeting, the Appellants made the point that the use of labour suppliers did not take place until nearly five years later (and could not have been realistically anticipated in 2014) and, therefore, it is not reasonable for the Appellant to be criticised for not following the advice given, even more so since the purpose of the 2014 meeting was to decide whether a related company should be given a VAT registration number as an intending trader.[346]The Appellants also made the point that the contracts with FFCS were introduced in stages, first by Scaffolding and then in subsequent months by the other Harlequin companies once the system was shown to be working.[347]Furthermore, the Appellants submitted that, even if they had undertaken the checks suggested in the Labour Provider leaflet, they still would not have been told that their payments to FFCS were connected with VAT fraud: as was said to us from the witness box, FFCS were not likely to answer in the affirmative any question as to whether the VAT element of the payments being made to them was going to be withheld from HMRC.

Discussion

[348]We do not consider we need to address the Appellants’ characterisation of Officer Rouse beside what we have already said at ¶‎173 above. This is because the question as to what the Appellants should have known is not defined by any particular HMRC officer but by reference to an objective standard which is for the Tribunal to determine.[349]We also agree with the Appellants that, based on the evidence before us, there is nothing from the Brightshine payments that can assist HMRC in this regard. We accept that an unorthodox reward can be an indicator that should put the recipient on notice that something was untoward (and therefore contribute to the reasons why that recipient should have asked more questions so that, in the end, the recipient should have found out about the connection with the loss of VAT). However, in this case, there was a perfectly good explanation for the payments: they were incentive payments paid on behalf of FFCS for the provision of work to them (whether from Harlequin itself or from other separate businesses). As to their unorthodox transmission to Messrs Parkhouse and Sutcliffe, we repeat what we have said at ¶‎236 above.[350]We further agree with the Appellants that a lack of due diligence does not mean that HMRC have demonstrated that the Appellants should have known about the connection between their transactions and any fraudulent loss of VAT. Indeed, had the Appellants simply asked the key question of an actual fraudster, it would have been most unlikely that they would have been told anything particularly helpful or reliable.[351]That said, we consider that this is a case where the Appellants should have known of the connection between their transactions and any fraudulent loss of VAT.(1) First, we cannot accept that the Appellants had no knowledge of the prevalence of VAT fraud in the construction industry. In any event, even if the Appellants had no actual knowledge of the VAT fraud prevalent in their industry, they should have known. VAT fraud (and tax fraud generally) has long been a major problem within the construction industry. In our view and as evidenced by the wording in the 2014 labour supply leaflet provided to Mr Parkhouse, it had reached a level (long before 2019) such that every responsible trader in the sector (whether by reading trade press, through communications with professional advisers, simply through conversations with colleagues or even through reading information leaflets provided by HMRC) would have become aware of the problem: to put it another way, to fail to have known about it would have been possible only by irresponsibly sticking one’s head in the proverbial sand.(2) Armed with the knowledge of such risks, it is then incumbent on traders to take steps to mitigate them.(3) We accept that to ask the question of a supplier as to whether it was going to hand over the VAT to HMRC is unlikely to elicit any reliable response. As a result, this would not be an appropriate safeguard (on its own) nor would the failure to ask the question be likely to be a serious failing by the trader.(4) We acknowledge that Mr Parkhouse said that he felt reassured by the fact that he had been introduced to FFCS by a colleague, Mr Warner. However, Mr Warner was still relatively new to the Harlequin Group, having been recruited to run Scaffolding in 2018. Furthermore, he had not been entrusted to act as a director. Although personal recommendation can reduce the level of due diligence that might be necessary in any particular case, it is rarely going to be adequate to replace it altogether and certainly not in the present case.(5) If some basic checks did not give rise to any reason to be concerned then, at some stage, those steps together with personal recommendation might have been sufficient. That will of course need to be decided on a case-by-case basis. However, in the present case, there were no such checks undertaken.(6) In our view, the most obvious check would have been to run the VAT registration number provided on the invoices through HMRC’s online VAT checker before the first payment of any sums due. That would have revealed an immediate problem, namely a mismatch between the name of the counterparty (FFCS) and the name of the company shown as owning the VAT registration number. That discrepancy, viewed objectively, would have been a significant indicator that the transactions were not being conducted in accordance with normal VAT requirements. We accept that FFCS could have sought to put forward explanations for that mismatch (for example, by suggesting the existence of a VAT group or the use of trading names). However, in such circumstances, a reasonable trader would have recognised that no such explanation could properly be relied upon without independent verification. Accordingly, Harlequin (if acting reasonably) would then have proceeded to request such corroborative material, rather than accept the explanation at face value, and, in the absence of any satisfactory verified explanation, would have concluded that none existed which could properly be relied upon.(7) In our judgment, therefore, on the basis of the information available to Harlequin at the time, the existence of the mismatch, coupled with the absence of any verified explanation, meant that no explanation consistent with a legitimate VAT position could reasonably have been accepted. In those circumstances, the discrepancy would have been sufficient to place Harlequin in a position where it could not reasonably proceed on the basis that the VAT being charged would be properly accounted for. Thus, even at that stage, Harlequin would have been driven to conclude that the transactions were not being conducted within a legitimate VAT framework. Once one then takes into account the broader commercial context, including the risks inherent in the construction industry, the only reasonable explanation for the circumstances in which the transactions were entered into was that they were connected with the fraudulent evasion of VAT, namely that FFCS had no intention of accounting for the output tax which it purported to charge.(8) At that stage, services would already have been provided and a debt would have started to accrue to FFCS. However, we see no reason why (particularly in a field where VAT fraud was endemic and where basic checks would have given rise for further concern) the VAT element could not be retained pending further verification (as indeed was the case in 2022 once HMRC made Harlequin aware of their concerns).(9) In any event, it would have been appropriate for Harlequin to undertake checks before finally agreeing to transfer any of their labour to FFCS. The correspondence between Mr Parkhouse and Giuseppe between 30 January and 6 March 2019 showed that there was no urgency to finalise the arrangements, even if the parties were keen to do so. It was clear to Mr Parkhouse from the 5 February 2019 e-mail (see ¶‎220(5)(a) above) that Giuseppe was not a director of FFCS. We agree with the guidance provided in 2014 that it would have been appropriate for heightened checks as to the legitimacy of their suppliers given that this involved the use of labour providers in the construction industry.(10) In this case, because no such checks were undertaken, we cannot be certain what would have emerged had Harlequin carried out some basic checks into the directors or the business premises. Perhaps those checks would have revealed that FFCS was being run by an individual with an unblemished business record over many years, from glitzy premises and with a full cast of supporting staff. Alternatively, they might have shown that it was being run by a school-leaver from her bedroom. Given that FFCS was onboarding staff that had been recruited by Harlequin itself and therefore it was not a company that required much of its own resources, it is hard to see what purpose those checks would have achieved (besides an exercise of box-ticking). On the other hand, we are reluctant to condone or encourage the approach taken by Harlequin. In a case where it could be relevant, it would be helpful if HMRC provided evidence of what the elementary checks might have revealed. In any event, we do not need to decide whether those checks would have given Harlequin constructive knowledge because of our conclusion at ‎(5) above.(11) We also observe that further problems would have emerged had these checks been repeated at a later date (for example, following FFCS entering liquidation in December 2020, the company’s revised status would have been clear from Companies House’s website by early 2021). Accordingly, there would have been further opportunities for the Appellants to have had constructive knowledge of the VAT fraud with which their transactions were involved. However, we do not need to pinpoint any such later time, again, because of our conclusion at ‎(5) above.(12) As to whether HMRC could or should have done more (and sooner) to alert Harlequin to the problems concerning FFCS is neither here nor there. There are undoubtedly good reasons from the Exchequer’s perspective for HMRC to take steps to reduce the incidences of fraudulent raids on the public purse, However, in the present case, Harlequin took insufficient steps and that is all that we need to address.

The section 69C penalties

[352]As noted at ¶¶‎45 and ‎46 above, it is common ground that Harlequin’s liability for penalties under section 69C flows from the outcome of the Kittel decisions, subject to any reduction from the starting figure of 30% by virtue of section 70.[353]As we allow Harlequin’s appeal on the substantiveVAT liability question, it follows that we must allow the companies’ appeals against the section 69C penalties.[354]However, we proceed to discuss whether we would have reduced the penalties had we decided otherwise in relation to the VAT liabilities.

HMRC’s submissions

[355]It was HMRC’s case that there were no grounds for any reduction. In particular, HMRC relied on the following:(1) contrary to Harlequin’s grounds of appeal, it was not the case that all appropriate due diligence had been carried out;(2) a substantial proportion of Harlequin’s input tax claims related to transactions that were connected with fraud;(3) there has been a substantial tax loss;(4) Harlequin’s directors have personally benefited from the supplies in the form of the Brightshine payments (which, in his 2022 meeting with HMRC, Mr Parkhouse denied receipt of); and(5) the absence of any evidence that Harlequin had obtained their accountants’ advice whether in relation to the legitimacy of the FFCS arrangements, any due diligence that ought to have been carried out or the appropriateness of the input tax claims.

The Appellants’ submissions

[356]In contrast, Harlequin argued that any penalties should be “heavily mitigated”. Their reasons are:(1) what they considered to be Officer Rouse’s “scandalous” failure to understand how section 69C operates;(2) that Officer Rouse wrongly refused to apply any discount because HMRC’s guidance suggests no discount should be given in cases where more than 50% of a taxpayer’s input tax claim is being denied on Kittel grounds;(3) that Harlequin were generally co-operative with Officer Rouse’s enquiries and that any complaint that HMRC might have about the lack of co-operation arose in 2023 when section 69D came into the frame, after all relevant decisions had been made against Harlequin.

Discussion

[357]As for the factors relied upon by HMRC, we consider these to add very little to the question as to whether a reduction under section 70 is appropriate. Broadly, they represent the factors that would have led to the Kittel decisions themselves and, hence, any section 69C penalty. The only factor identified by HMRC which we consider to have any material impact on the potential application of section 70 is the fact that the VAT loss is of a significant sum (and, therefore, Harlequin’s failings cannot be dismissed as trivial). Accordingly, it is a factor that militates against a reduction. However, since section 69C gives rise to a tax-related imposition, we do not consider that this factor can be so overwhelming so as to preclude any reduction.[358]As for Harlequin’s criticism of Officer Rouse, we consider that to be both misplaced and, in any event, of little consequence. We saw no reason for Officer Rouse’s inability to recall precisely the statutory provisions to be a cause of any concern. He fairly acknowledged that HMRC’s guidance does not (generally) have the force of law, but we see no problem with him having been guided by its contents, without double-checking its wording with the legislation itself. In particular, this is not a particularly complex provision where the nuance can easily be lost in translation from statute to guidance. In any event, we think it would be only in the rarest of situations (if ever) that an officer’s procedural failings when issuing a penalty can be relevant to whether the penalty qualifies for mitigation. This is, in our view, not such a situation.[359]On the other hand, if the guidance precludes a reduction being given in situations where the legislation imposes no such restriction, a taxpayer’s ultimate remedy is (as evidenced in this case) to appeal against the section 69C penalty and seek a reduction from the Tribunal with only the statutory limitations taken into account. Of course, it would be preferable if HMRC’s guidance did not impose restrictions that are not supported by the legislation. As we have no role to supervise HMRC more generally, we can state no more than a hope that the guidance will be reviewed so as to allow section 69C penalties to be imposed in accordance with the law and avoid issues coming to this Tribunal unnecessarily. In the case of section 69C penalties, the combined effect of section 70(3) to (5) is that the only limitation on the availability of a reduction is that found in section 70(4)(a), being that the Tribunal cannot take into account “the insufficiency of the funds available to any person for paying any VAT due or for paying the amount of the penalty”.[360]Furthermore, we agree with Harlequin that, up to and beyond the issue of the penalties, there had been adequate co-operation by the companies with HMRC’s investigations. We consider that that co-operation merits some discount.[361]We see no statutory guidance as to how any discount should be calculated and, thus, we consider that we should step back and decide what amounts to an appropriate penalty rate (given that the unmitigated penalty percentage is 30%).[362]In this situation, we see the following as the three main factors determining the appropriate percentage:(1) the fact that this was not a trivial case (which we consider should have a modest dampening effect on any reduction);(2) the fact that HMRC instigated the investigation, rather than this being a case of the taxpayers disclosing the situation to HMRC (the distinction between prompted and unprompted disclosures as found in other penalty provisions): we consider that this has a significant dampening effect on any reduction;(3) Harlequin’s adequate co-operation with HMRC between the commencement of the investigation and the issue of the section 69C penalties: we consider that this should lead to a meaningful reduction.[363]Taking these factors into account, we consider that the overall penalty rate should be reduced from 30% to 20%. The officers’ liability for the penalties HMRC’s submissions

The officers’ liability for the penalties

[364]So far as Mr Parkhouse is concerned, HMRC made the observations that it was he who made or contributed to Harlequin’s decisions to enter into the transactions with FFCS and that it was he who was responsible for any due diligence undertaken by Harlequin.[365]Mr Abernethy also observed that:(1) Mr Parkhouse knew or ought to have known about the connection between the transactions and any fraudulent loss of VAT;(2) Mr Parkhouse received some of the Brightshine payments and was aware of how they were being paid to him;(3) Mr Parkhouse failed to carry out even rudimentary due diligence in relation to the labour supplies;(4) Mr Parkhouse was willing to allow Harlequin to continue transacting with FFCS for a further six months after being told by HMRC that FFCS had been in liquidation and that FFCS had been using another company’s VAT Registration Number.[366]Mr Abernethy further relied upon what was described as “Mr Parkhouse’s failure to give honest evidence … to the Tribunal”.[367]As for the appropriate percentage to attribute to Mr Parkhouse, Mr Abernethy submitted that a reduction was not appropriate. In addition to the foregoing matters, he relied on the following factors:(1) that Mr Parkhouse had personally profited from the arrangements by way of the Brightshine payments’(2) that Mr Parkhouse had denied having received any such payments at the 2022 meeting;(3) that Mr Parkhouse failed to answer Officer Rouse’s reasonable questions in January 2023;(4) that Mr Parkhouse gave an untruthful account of his involvement in the transactions and of the Brightshine payments in his oral evidence.[368]In relation to Mr Sutcliffe, Mr Abernethy’s principal submission was based on what was said by this Tribunal in AAMRL Ltd v HMRC [2026] UKFTT 582 (TC) at [108]: Taking the dictionary definition of the word, together with the purpose of the legislation and the statutory responsibilities of a director of a limited company, we concluded that the meaning of “attributable to” must include turning a blind eye or permitting the use of the company when one should have known of the connection to VAT fraud. To that extent and to no more than that extent, we find that the transactions in question were attributable to Ms Loria personally.[369]Mr Abernethy made the observation that Mr Sutcliffe’s own evidence was that the Brightshine payments were a reward for him allowing Harlequin to enter into (or to continue with) the labour supply transactions. However, over and above that, Mr Abernethy observed that the existence of these payments, the manner in which they were paid and his experience in the construction industry (whether actual or constructive knowledge) all pointed to Mr Sutcliffe bearing some material responsibility for the VAT loss, albeit not as much as Mr Parkhouse.[370]In relation to any possible reduction of the percentage, Mr Abernethy submitted that this was not appropriate given that:(1) Mr Sutcliffe had personally benefited from the transactions because of his receipt of the Brightshine payments;(2) Mr Sutcliffe had declined to answer Officer Rouse’s reasonable questions concerning the payments; and(3) Mr Sutcliffe had failed to give an honest account of them to the Tribunal.

The Appellants’ submissions

[371]In their joint written closing submissions, it was argued that there should be no section 69D liability at all (or, in the alternative, it should be reduced) because:(1) first, because Harlequin did not know nor did it have the means to know of its transactions being connected with the fraudulent evasion of VAT; and(2) secondly, liability under section 69D is dependent on the section 69C penalties and it is the Appellants’ case that the section 69C penalties should be reduced.[372]However, in relation to the matters specifically relevant to our role in relation to section 69D, it was further submitted that:(1) Mr Sutcliffe should bear none of the liability because any failure was down Mr Parkhouse’s role within the business; and(2) any lack of co-operation with Officer Rouse, by the failure to answer any questions, has to be read in the context of HMRC’s own guidance on penalties which tells taxpayers that, under the European Convention on Human Rights, they can decide how much help to give HMRC.[373]In his oral submissions, Mr Carey made the additional observation that Mr Warner’s role in Harlequin (at least, in Scaffolding) brings him within the broad definition of officer as found in section 69D (“a director, a manager, a secretary, or any other person managing or purporting to manage any of the company’s affairs”). Accordingly, it would be possible for some of the section 69C to be attributed to him.

Discussion

[374]No issue was taken by the Appellants concerning the procedural safeguards found in section 69D(2), (3). However, we consider it appropriate to address them in any event.[375]Mr Parkhouse was sent a warning that HMRC were considering a notice under section 69D on 22 July 2022 (¶‎279 above), more than six months before the decision was made. It is clear that he was given ample opportunity to make the appropriate representations. For him the safeguard in subsection (2) is clearly met.[376]For Mr Sutcliffe, the warning was sent several months later, on 7 November 2022 (¶‎289 above). However, he was given a full month to respond and, indeed, Kangs did respond (albeit on 8 December 2022). This was still two months before the decision was made in February 2023. Therefore, we conclude that, for Mr Sutcliffe too, the safeguard in subsection (2) is clearly met.[377]In both cases, the penalties for the respective companies had already been assessed, but not more than two years earlier. Accordingly, the safeguard in subsection (3) is also met.[378]We asked Counsel whether, in their opinion, we were permitted to vary the attribution of the penalty to the two officers. It was common ground that we had the power to do so (and we do not disagree). However, we wish to record that Mr Abernethy made it clear that HMRC were not inviting us to increase either of the percentages applied (even if we correspondingly reduced the other).[379]We consider that both directors were in part responsible for the failings by Harlequin inasmuch as, had we concluded that the loss of VAT was attributable to fraud, the fact that Harlequin should have known that fact is attributable to the approaches taken by both directors.[380]In our view, it is inescapable that Mr Parkhouse was principally liable. It was his role within Harlequin to do the paperwork and he simply failed to do his job properly. There can in our minds be no doubt that Harlequin’s actions (the entering into the commercial relationship with FFCS and paying them, without any due diligence) are attributable to Mr Parkhouse. But for what we say in the next paragraph and what is said at section 69D(5), we would (notwithstanding HMRC’s position as noted at ¶‎378 above) increase Mr Parkhouse’s proportion from 2/3 to 100%.[381]We acknowledge that Mr Sutcliffe did not consider himself responsible for the paperwork and that he considered that he had delegated that responsibility to Mr Parkhouse. Furthermore, we do not consider that the approach taken in AAMRL can on its own be used to attribute responsibility to Mr Sutcliffe. In particular, merely being an officer of the company is not sufficient for an attribution under section 69D of the company’s section 69C penalty. However, we do not consider it appropriate in a business of this size (effectively, two controlling directors) for one director to abrogate all responsibility for compliance to the other. Mr Sutcliffe should, with his extensive experience of the construction industry, have been aware of the risk of VAT fraud. Furthermore, the switch to FFCS represented a highly significant change in Harlequin’s business model (from engaging the labour directly to contracting with FFCS for the supply of labour). Such a decision should not in our view have been undertaken without some oversight of the process by Mr Sutcliffe. In particular, he should have at the very least made efforts to check with Mr Parkhouse whether any form of due diligence was being undertaken so as to minimise the risk of becoming involved in a transaction connected with VAT fraud and sought some professional advice about the proposed change. His failures to do so meant that he, too, was an officer to whom Harlequin’s actions are attributable.[382]As for Mr Warner, we had no meaningful evidence which would allow us to comment on whether or not HMRC could have justified issuing a section 69D to him. Had either Mr Sutcliffe or Mr Parkhouse wished to downplay their role in Harlequin’s failures, they could have put forward evidence to put the spotlight on Mr Warner. However, we do not consider that the possibility of attributing some of the penalty to Mr Warner prevents us from attributing the entire penalty to Messrs Parkhouse and Sutcliffe so that the percentages applying to them continue to add up to 100% (as we propose below). In any event, our reading of section 69D(1) and (5) is that each responsible officer could be issued with a notice making him or her liable for up to 100% of the section 69C penalty (subsection (1)) with the proviso only that HMRC are not permitted to “recover” more than 100% of the amount of the penalty in this way (subsection (5)).[383]Overall, bearing in mind the roles taken by the two directors, we would vary the proportions as follows:(1) Mr Sutcliffe: 20%;(2) Mr Parkhouse: 80%.

Overall Conclusion

[384]Because of our conclusion about the connection with fraud, the remaining appeals are allowed.[385]Had we decided otherwise on that point, we would have:(1) dismissed the companies’ VAT appeals;(2) partially allowed the companies’ penalty appeals by reducing the penalty to 20% of the VAT;(3) partially allowed Mr Sutcliffe’s appeal by reducing his section 69D liability to 20% of the reduced penalty (i.e. 4% of the VAT in issue);(4) partially allowed Mr Parkhouse’s appeal by reducing his section 69D liability (currently at 20% of the VAT, i.e. 2/3 of 30%) to 80% of the reduced penalty (i.e. 16% of the VAT in issue).

The alternative VAT calculations

[386]The parties did not address us on whether, had the Kittel decisions been upheld, we should do so on HMRC’s preferred or alternative basis. That would have made a small difference in the light of the review conclusions (see ¶‎38 above). In the circumstances, we do not need to address that and we do not do so.[387]Should our conclusion on the Kittel decisions be successfully challenged, that is a matter (together the impact of that on the penalties and the section 69D decisions) which will need to be addressed in due course.

Right to apply for permission to appeal

[388]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. Release date: 10 July 2026