Big and Small Construction Limited v The Commissioners for HMRC [2026] UKFTT 816 (TC)

[2026] UKFTT 00816 (TC)Case No TC 09905
FIRST-TIER TRIBUNAL
TAX CHAMBER
Hearing Heard on: 2-4 March 2026Date Judgment date: 03 June 2026
Taylor House, London
Appeal reference: TC/2022/013910
VALUE ADDED TAX – input tax denial based on the principle in Kittel v Belgium – whether Appellant knew or should have known that the transactions which gave rise to this input tax were connected with VAT fraud – penalty imposed under section 69C Value Added Tax Act 1994 – “Kittel” appeal allowed in part – penalty appeal allowed in full
TRIBUNAL JUDGE MARK BALDWINSONIA GABLE JPBIG AND SMALL CONSTRUCTION LIMITEDAppellantTHE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMSRespondentDavid Bedenham KC of counsel, instructed by WHL Taxation Ltd for AppellantAparna Rao of counsel, instructed by the General Counsel and Solicitor to HM Revenue and Customs for RespondentsDECISION

Introduction

[1]This is an Appeal against the following two decisions (“the Decisions”) of HMRC:(1) a decision (“the Input Tax Denial Decision”) dated 11 August 2022, denying the Appellant’s (“BSCL’s”) claim to input tax in the sum of £624,162, and consequential assessments pursuant to section 73 of the Value Added Tax Act 1994 (“VATA”). BSCL’s right to deduct input tax was denied on the grounds that those transactions which gave rise to this input tax were connected with Value Added Tax (“VAT”) fraud, that BSCL knew, or should have known, that this was the case, and accordingly the principle in Kittel v Belgium (C-439/04) (“Kittel”) applied. This decision was upheld in an independent review by HMRC dated 21 October 2022.(2) a decision (“the Penalty Decision”) dated 12 August 2022 to issue BSCL with a penalty under section 69C VATA in the sum of £187,248.60 for VAT periods 06/19, 09/19, 12/19 and 03/20. The penalty imposed is 30% of the total input tax denied. HMRC’s decision was made on the basis that BSCL knew or should have known that its transactions were connected with the fraudulent evasion of VAT. This decision was upheld in an independent review by HMRC dated 21 October 2022.[2]The Input Tax Denial Decision relates to input tax incurred by BSCL in the following periods (together “the Relevant Period”): VAT Period VAT 06/19 70,204 09/19 38,758 12/19 40,483 03/20 154,885 06/20 33,281 09/20 114,971 12/20 135,125 03/21 36,455 TOTAL £624,162[3]The input tax denials relate to BSCL’s dealings with four contractors (“the Defaulters”). The Defaulters and the periods over which BSCL dealt with them are as follows:(1) Proedyl Ltd (“Proedyl”) from 26 November 2019 to 10 October 2021.(2) Sandmill Ltd (“Sandmill”) from February 2020 to June 2021.(3) Services A-Z Ltd (“A-Z”) from 27 May 2019 to 10 February 2020.(4) Storm Gates Building Ltd (“Storm Gates”) from 8 April 2019 to 20 May 2019.[4]HMRC also issued a section 69D penalty in the sum of £187,248.60 on 26 October 2022 against the sole director of BSCL. This has not been appealed.[5]BSCL filed an appeal against both Decisions on 22 December 2022. We refer to the appeal against the Input Tax Denial Decision as the “Input Tax Appeal” and the appeal against the Penalty Decision as the “Penalty Appeal”.

The Law

[6]To a large extent, there is no dispute about the law in this area.[7]The starting point is that a taxable person has a right to deduct “input tax”, which includes VAT on supplies made to it for the purposes of its business; Articles 167 and 168 of Council Directive 2006/112/EC of 28 November 2006 on the common system of VAT.[8]However, that right can be lost where the taxable person knew or should have known that the purchases on which input tax was incurred were connected with the fraudulent evasion of VAT. At [56] of Kittel, the ECJ stated:
“…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.”
The rationale for the above approach was set out at [57]-[58]:
“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.”
[9]At [59], the ECJ concluded:
“... 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’.”
[10]There are four questions to be answered in relation to each of BSCL’s disputed input tax claims. These are:(1) Was there a VAT loss?(2) If so, was it occasioned by fraud?(3) If so, were BSCL’s transactions connected with such a fraudulent VAT loss?(4) If so, did BSCL know, or should it have known, of such a connection?[11]In Mobilx Limited (in Liquidation) v HMRC, [2010] EWCA Civ 51 (“Mobilx”), the Court of Appeal considered the knew/should have known limb of the Kittel rule. At [52] Moses. LJ. observed that “should have known” will extend to cover a trader who “has the means at his disposal of knowing that by his purchase he is participating in a transaction connected with fraudulent evasion of VAT …. 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.” He explained this at [61]:
“A trader who decides to participate in a transaction connected to fraudulent evasion, despite knowledge of that connection, is making an informed choice; he knows where he stands and knows before he enters into the transaction that if found out, he will not be entitled to deduct input tax. The extension of that principle to a taxable person who has the means of knowledge but chooses not to deploy it, similarly, does not infringe that principle. If he has the means of knowledge available and chooses not to deploy it, he knows that, if found out, he will not be entitled to deduct. If he chooses to ignore obvious inferences from the facts and circumstances in which he has been trading, he will not be entitled to deduct.”
[12]At [64]:
“If it is established that a trader should have known that by his purchase there was no reasonable explanation for the circumstances in which the transaction was undertaken other than that it was connected with fraud then such a trader was directly and knowingly involved in fraudulent evasion of VAT. The principle in Kittel , properly understood, is, as one would expect, compliant with the rights of traders to freedom from interference with their property enshrined in art I of the First Protocol of the European Convention of Human Rights . The principle in Kittel does no more than to remove from the scope of the right to deduct, a person who, by reason of his degree of knowledge, is properly regarded as one who has aided fraudulent evasion of VAT.”
[13]At [83] in relation to circumstantial evidence:
“I can do no better than repeat the words of Christopher Clarke J in Red12 v HMRC [2009] EWHC 2563 (Ch), [2010] STC 589 , ‘109. Examining individual transactions on their merits does not, however, require them to be regarded in isolation without regard to their attendant circumstances and context. Nor does it require the tribunal to ignore compelling similarities between one transaction and another or preclude the drawing of inferences, where appropriate, from a pattern of transactions of which the individual transaction in question forms part, as to its true nature e.g. that it is part of a fraudulent scheme. The character of an individual transaction may be discerned from material other than the bare facts of the transaction itself, including circumstantial and ‘similar fact’ evidence. That is not to alter its character by reference to earlier or later transactions but to discern it. ‘109. Examining individual transactions on their merits does not, however, require them to be regarded in isolation without regard to their attendant circumstances and context. Nor does it require the tribunal to ignore compelling similarities between one transaction and another or preclude the drawing of inferences, where appropriate, from a pattern of transactions of which the individual transaction in question forms part, as to its true nature e.g. that it is part of a fraudulent scheme. The character of an individual transaction may be discerned from material other than the bare facts of the transaction itself, including circumstantial and ‘similar fact’ evidence. That is not to alter its character by reference to earlier or later transactions but to discern it. 110. To look only at the purchase in respect of which input tax was sought to be deducted would be wholly artificial. A sale of 1,000 mobile telephones may be entirely regular, or entirely regular so far as the taxpayer is (or ought to be) aware. If so, the fact that there is fraud somewhere else in the chain cannot disentitle the taxpayer to a return of input tax. The same transaction may be viewed differently if it is the fourth in line of a chain of transactions all of which have identical percentage mark ups, made by a trader who has practically no capital as part of a huge and unexplained turnover with no left over stock, and mirrored by over 40 other similar chains in all of which the taxpayer has participated and in each of which there has been a defaulting trader. A tribunal could legitimately think it unlikely that the fact that all 46 of the transactions in issue can be traced to tax losses to HMRC is a result of innocent coincidence. Similarly, three suspicious involvements may pale into insignificance if the trader has been obviously honest in thousands. 111. 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.’”
[14]At [84] and [85]:
“Such circumstantial evidence, of a type which compels me to reach a more definite conclusion than that which was reached by the tribunal in Mobilx , will often indicate that a trader has chosen to ignore the obvious explanation as to why he was presented with the opportunity to reap a large and predictable reward over a short space of time. In Mobilx , Floyd J concluded that it was not open to the tribunal to rely upon such large rewards because the issue had not been properly put to the witnesses. It is to be hoped that no such failure on the part of HMRC will occur in the future. In so saying, I am doing no more than echoing the warning given in HMRC's Public Notice 726 in relation to the introduction of joint and several liability. In that Notice traders were warned that the imposition of joint and several liability was aimed at businesses who "know who is carrying out the frauds, or choose to turn a blind eye" (3.3). They were warned to take heed of any indications that VAT may go unpaid (4.9). A trader who chooses to ignore circumstances which can only reasonably be explained by virtue of the connection between his transactions and fraudulent evasion of VAT, participates in that fraud and, by his own choice, deprives him of the right to deduct input tax.”
[15]In relation to the “should have known” test, the Court of Appeal (Arden LJ) in Davis & Dann Ltd & Anor v HMRC [2016] EWCA Civ 142 (“Davis & Dann”) held that the FTT must guard against over compartmentalisation of the factors, rather than the consideration of the totality of the evidence, and, at [65] indicated that the test should be applied from the perspective of the trader (the person alleged to have the relevant knowledge):
“In my judgment … in assessing whether the respondents' knowledge met the no other reasonable explanation standard, the FTT still had to go on to consider all the circumstances. The question is whether or not a reasonable person mindful of those circumstances ought to have concluded that the Transactions were connected with fraud. What matters is the perspective of the person alleged to have such knowledge.”
[16]In AC (Wholesale) Ltd v HMRC [2017] UKUT 191 (TCC) (“AC Wholesale”) the Upper Tribunal held as follows regarding explanations for the circumstance of a transaction (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.”

The Evidence

[17]Mr Sorin Chitas (“Mr Chitas”), the sole director of BSCL, gave evidence before us, as did Officer Matthew Houghton (“Officer Houghton”). We found them both to be straightforward witnesses; both of them made important concessions, which did not support aspects of their position, and we readily accept what they told us. We also had documentary evidence in two hearing bundles running in total to 3,544 pages.

Actual Knowledge

[18]Mr Chitas categorically denied knowing, or that he was in a position where he should have known, that any of the relevant transactions were connected with VAT fraud. He says that he was unaware of the deregistration or non-compliance of the Defaulters during the Relevant Periods and, except for a very limited dealing with Proedyl, ceased engagements with them before the veto letters were issued. He criticises HMRC for failing to notify BSCL promptly about the deregistration and compliance issues concerning the Defaulters.

Background to BSCL’s Business and the Hatton Cross Contract

[19]Mr Chitas has worked in the construction sector since 2009 and initially worked as a self-employed finisher on a sub-contract basis. This is where he learned plastering and tape and jointing for both commercial and residential projects. As he gained experience, he moved into a more managerial role for himself and other sub-contractors.[20]BSCL was incorporated on 31 May 2013 and registered for VAT with effect from 1 January 2014. Mr Chitas started the company as he realised that he could move into contracting. He thought that having his own limited company would help present a professional image in the industry. BSCL specialises in a highly technical area of construction, finishing dry-lined walls and tape and jointing, primarily for commercial property sites.[21]On incorporation Mr Chitas was the only employee of the business, and he spent his time negotiating with potential clients and pitching for new contracts. He gradually engaged sub-contractors, as he started to pick up more contracts and his aim was to have a group of core sub-contractors that he could depend on to assist in servicing these contracts.[22]Turnover was £100-200k in the first period. By the year to 31 March 2016, turnover had increased to £515k, to £1.178m in 2017 and £1.672m in 2018.[23]Mr Chitas explained how BSCL became involved in the Hatton Cross hotel project. BSCL’s original role had been limited to spray plastering. The value of the work was approximately £120,000 and required eight sub-contractors on site. The project manager told Mr Chitas that the project was substantially behind schedule and asked if BSCL could step in to assist. This project comprised the finishing of 621 hotel rooms involving, dry lining, finishing, painting and wallpapering, tiling, ceiling work and cleaning. As the project was significantly in arrears and it was difficult to agree a precise quote, Mr Chitas negotiated that BSCL would agree to a daily rate per worker under the contract. He recognised this was a huge opportunity for BSCL, as the developer was a well-known entity in the marketplace. The contract ended up bringing in £3.2 million to BSCL and fundamentally altered the business.[24]In the year to March 2019, after nine months of work on the Hatton Cross hotel project, BSCL’s turnover had risen to £3.96m.[25]Prior to the Hatton Cross project, BSCL had a core of about 30 sub-contractors/workers that it used on its projects. Once the Hatton Cross project was secured, BSCL needed about 100 sub-contractors/workers.

How BSCL Finds Staff

[26]Mr Chitas told us that it is not cost effective for BSCL to have a large, permanently employed workforce. Like other construction companies, it engages sub-contractors for particular projects and different lengths of time. He finds workers by sending texts to people he knows with relevant skills as and when needed. Sometimes these people introduce others. If he cannot find enough people, the main contractor will go to other sources. Although what people get paid is confidential, he knows that his rates are competitive because people come to work for him. BSCL has used a range of labour suppliers, not just the four Defaulters.[27]In interview in 2022 Mr Chitas explained to HMRC that suppliers were still found by personal recommendation. He commented that “this industry is not something you can plan a lot in as Jobs come quick and fast, and you get the men that are available. For example, [Mr Chitas] gave the situation, that he can just get a call saying I need 20 people from next week, so I would then make a call to [a director of a particular supplier] asking for 20 men and that sometimes he doesn’t have time to choose, sometimes it’s about who’s available”.[28]Mr Chitas described his then due diligence as checking CIS status on the HMRC website, checking Companies House, obtaining passports and putting in place a trading agreement. The main contractor checks labourers’ right to work.

BSCL’s Relationship with Proedyl and the Other Defaulters

[29]Mr Chitas said that he knew the directors of the Defaulters from working on construction sites with them. He also knew the director of Proebyl from Romania, as they used to live close to each other; he also knew his wife. He had no other connection with the directors of the Defaulters.[30]In an interview with HMRC on 7 July 2021 Mr Chitas had explained that he had “some issues” with Proedyl who had asked him for some money. He gave them £10k which they agreed to repay in instalments. He later emailed HMRC on 2 September 2021 to say:
“In reference to the item 4 i feel there maybe some confusion, which could be due to English being my second language. I wish to confirm that i did not loan Proedyl Ltd any money. He was engaged to carry out some work for me but due to his cash flow issues he asked for a pre-payment of invoice in order to facilitate the supply of labour to site. As such this work was carried out and completed.”
[31]BSCL continued to use Proedyl until November 2021. At that time, he said that BSCL had stopped working with Proedyl, although the company was still asking him for more work.

The Backdated Contract with Proedyl

[32]Mr Chitas exhibited a contract with Proedyl which (he said) had been “backdated to formalise the working arrangements”. HMRC expressed some surprise that Mr Chitas did not mention this contract (which purports to be dated 9 September 2019) in interview, when he said all the contracts were verbal. Mr Chitas said that he had suggested dating the contract 9 September 2019, even though it was only prepared after his meeting with HMRC in September 2021. He said that he was just trying to cover himself, not to mislead anyone. Officer Houghton agreed that BSCL had never said that this contract was in place at the time of trading.[33]The copy of the contract in the hearing bundle is odd. The penultimate page ends in the middle of a sentence of clause 20 and the next page (which is the signature page) contains what appear to be the last four words of clause 21 (which are very clearly not a follow-on from the previous page with the next clause mis-numbered), clause 22 and the signature blocks.[34]Mr Chitas had said he now included in BSCL’s written contracts provisions about subcontractors paying VAT, but he accepted there was no such provision about VAT in this agreement. Mr Chitas said that, by the time this agreement was signed, the domestic reverse charge was in operation, so there was no need to check that VAT had been paid. Mr Chitas said that sub-contractors were never asked to disclose details such as VAT returns.

BSCL’s Dealings with HMRC

[35]BSCL had these dealings with HMRC:(1) On 19 February 2015 HMRC wrote to BSCL regarding the company’s failure to notify a liability to register for VAT on time. It had been required to be VAT registered by 30 December 2013. Mr Chitas explained that he realised the need to notify HMRC of BSCL’s liability to register for VAT when he approached his new accountants at the time (ACE Accountancy) in December 2014, following his lack of satisfaction with his previous accountants. Mr Chitas explained that his previous accountants did not advise him properly regarding registering for VAT, the failure to notify was not deliberate and that he notified HMRC as soon as ACE Accountancy made him aware of the need to do this. HMRC decided not to impose a penalty on BSCL.(2) In May 2018 HMRC wrote to BSCL noting that the company’s direct debit instruction had been cancelled and that a direct debit for some £43.5k had been returned unpaid and advising that, if the company wished to pay their VAT by direct debit in the future, then a new instruction would have to be set up.(3) On 2 July 2020 HMRC issued BSCL with a “veto” letter (the “2020 veto letter”) following an investigation into a company called AZ Electromechanicals (“AZE”). The letter told BSCL that AZE had been deregistered for VAT purposes. It included the following passages:
“We've identified increasing problems with fraud and unpaid taxes with businesses in your trade sector. Fraud and general non-compliance with taxation rules and regulations is a major concern for the UK and there is a significant loss to UK tax revenue. We're taking steps to combat these losses by tackling specific schemes to defraud. Our leaflet 'Use of Labour Providers - Advice on due diligence' gives guidance to businesses which use labour providers. For a copy, go to [hyperlink provided] This guidance has equal relevance wherever a user is situated in the supply chain. I strongly recommend that your staff with responsibilities for engaging and administering labour read this leaflet. Relevant staff should do some or all of the proposed due diligence checks as and when deemed necessary. This will help to minimise the risk of you being connected with any possible subsequent failures. Please note that, to exercise your right to recover input tax, you must have actually received the supplies in question and hold a valid tax invoice. An invoice will not be a valid tax invoice if the details on it are those of a company that has gone into liquidation or is missing at the time they make the supply.” (4) Mr Chitas explained that AZE was a supplier that BSCL had previously engaged for a few weeks to do a small amount of work. He discussed the letter with BSCL’s accountant who said there was nothing else to do, but, if this supplier was ever engaged again, no VAT could be paid to them. He did not read the guidance linked to in the letter as he thought he was already doing what was required. (5) The version of the publication “Use of labour providers: advice on due diligence” in issue at the time we are concerned with, and to which the link in this letter would take a reader, was dated 19 May 2017. This document tells its readers that HMRC “continues to find non-compliance, illegal working practices and fraud in labour supply chains across business sectors” and that HMRC is committed to tackling this. Malpractice is not limited to VAT, or even tax more generally, and extends to modern slavery and illegal working by individuals who have no right to work in the UK. Businesses are told that, to protect themselves, they should understand where their workers are coming from, how they are being paid and the legitimacy of those arrangements. One of the risks of not checking is the possible loss of a right to recover input tax. Steps businesses are told to take include making sure their labour supply is commercially sustainable, checking suppliers’ business history, including particular terms in contracts (e.g. one requiring authorisation of further sub-contracting or requiring labour suppliers to show evidence of the VAT and PAYE returns filed and payments they have made to HMRC), and checking that workers are actually paid their contractual rate, that it complies with the national minimum/living wage requirements. The hearing bundle contained a later version (from May 2021) of this guidance, which is much more detailed, far more directional in tone and suggests many more steps a business can take, but this version was not published until after the end of the Relevant Period. (6) On 24 August 2020 Officer Wardle of HMRC contacted Mr Chitas regarding BSCL’s 06/20 VAT return. All documents requested were immediately provided (which included invoices for Sandmill and Proedyl as well as other sub-contractors). Sandmill was specifically drawn to Officer Wardle’s attention: one Sandmill invoice included in the 06/20 return belonged in the 09/20 return. Officer Wardle subsequently confirmed that the check was complete and that the input tax claimed in that period would be repaid. He raised no concerns or issues. Mr Chitas explained that he assumed Officer Wardle had looked at the suppliers (and the invoices provided) and was happy with them. Officer Houghton said he was unsure what checks Officer Wardle had made, although it seemed clear he had looked into the suppliers to check they were VAT registered. This is because Officer Wardle had identified that two of the invoices he had asked to review did not show the sub-contractors’ VAT registration numbers, even though they had been used by BSCL to reclaim input tax. Officer Wardle confirmed that the two companies were correctly registered for VAT, and he had accepted the invoices as proof of supply for VAT purposes. Officer Houghton could not say why Officer Wardle did not seem to pick up on the fact that Sandmill and Proedyl were filing no/nil VAT returns (which information would have been available on HMRC’s systems). (7) In a meeting on 27 July 2021 HMRC told Mr Chitas that a number of suppliers (including the Defaulters) had been deregistered and on the same day sent him four “veto” letters informing BSCL that HMRC had deregistered the four Defaulters and that they might verify input tax claimed by BSCL in relation to transactions with those businesses. The letter contained a link to the HMRC leaflet “Use of Labour Providers - Advice on due diligence”
. Mr Chitas said that he was unaware of any issues with the Defaulters until this point. (8) By 27 July 2021 BSCL had stopped using three out of the four Defaulters. BSCL briefly continued to use Proedyl until October 2021, as they were mid project with BSCL. Mr Chitas said that this was on the basis Officer Rouse had advised BSCL in the meeting on 27 July 2021 that he was not trying to discourage BSCL from using third party labour providers if it was commercially sensible. When Officer Rouse sent the veto letters for the Defaulters, he said (in his covering email) “I recommend verifying these companies on CIS before making any further payments to ensure you are making the correct deductions.” By this time, the domestic reverse charge had been introduced, so there was no VAT risk. As a result, Mr Chitas saw no issue with Proedyl finishing the work, if no VAT was charged on their invoices.

Due Diligence on Suppliers and Workers

[36]Mr Chitas explained the due diligence steps he took, which he says were consistent with industry standards including checking suppliers at Companies House, verifying VAT registrations and CIS status and obtaining subcontractor documentation.[37]He exhibited a number of spreadsheets which showed the checks BSCL had carried out. We looked at the spreadsheets for the Defaulters as well as other suppliers. They contain questions (for example, asking when the trading relationship started and why they were engaged) to which there are brief (and essentially identical) answers. Then the spreadsheets state: “Due diligence on companies Check there cis status on hmrc prior to work + check there cis status every year after Ask them for all the documents before the work starts Verbal agreements on works which they had to carry for us. Due diligence on labour About the legitimatecy of labour we always would check them if they have:NINO, PASSPORT, UTR AND BANK ACCOUNT After we have all this documents checked we Will verify them on Hmrc to see they’re tax status before they start work. All payments was made via bank transfers to the subcontractors.” .. This text is almost identical in all cases, although sometimes there is a reference to emails and WhatsApp texts as well as verbal agreements and in a couple of cases (Proedyl and Top Team Electrical Ltd (“TTEL”)) there is a reference to a signed agreement. No evidence was attached to these spreadsheets. Check there cis status on hmrc prior to work + check there cis status every year after Ask them for all the documents before the work starts Verbal agreements on works which they had to carry for us. About the legitimatecy of labour we always would check them if they have:NINO, PASSPORT, UTR AND BANK ACCOUNT After we have all this documents checked we Will verify them on Hmrc to see they’re tax status before they start work. All payments was made via bank transfers to the subcontractors.” ..[38]In terms of making sure that labour provided is legitimate, Mr Chitas told HMRC that sometimes foreign workers have said that their passports were with the immigration office. In such cases, he will let workers work for a day and then stop them working if they do not provide their passport.[39]Mr Chitas knows who is on site as his clients (main contractors) insist on site inductions and workers need to bring the relevant qualification evidence before they can start work. He said that workers have to complete an induction and sign a risk assessment. Main contractors check that individuals on their sites are entitled to work in the UK; workers complete a right to work checklist, and the business takes a copy of passport and ID cards. The business will check qualifications and that workers understand the project and work to be done to avoid accidents. Mr Chitas agreed that BSCL does not do these checks itself.[40]Mr Chitas said that he knew workers were being paid properly as they would complain, or just not turn up for work, if they were not. He always asked staff if they were happy and made sure they were being paid enough. From experience, he can tell whether people are content and that is a good test for modern slavery/illegal working.[41]Mr Chitas asks around about new suppliers. He would not engage a supplier if he had heard he was in trouble (including with HMRC).[42]At the time he did not include contractual provisions of the type suggested in the guidance as he did not use written contracts. He began to do so later. Mr Chitas said that it is common practice in the construction industry for agreements to be reached with contractors based on clear specifications and pricing without the need for formal written contracts. BSCL operates on a trust basis and has never experienced any financial loss or adverse effects due to the absence of signed contracts. In cross-examination Officer Houghton accepted that HMRC had not checked to see whether BSCL’s legitimate suppliers insisted on written contracts.

Sandmill’s multiple bank accounts

[43]Officer Houghton explained that invoices sampled relating to trade with Sandmill, dated between March 2020 and March 202, indicate that the company changed its bank account three times.[44]So far as Sandmill having more than one bank account is concerned, Mr Chitas says that BSCL started working with Sandmill on 17 February 2020. For the initial two weeks, invoices from Sandmill listed a Lloyds Bank account. From 8 March 2020 onwards, Sandmill began listing a Barclays Bank account on its invoices. This Barclays account was used consistently for a period of 15 months, until Sandmill stopped providing services to BSCL in June 2021.[45]Mr Chitas observed that the change in bank accounts after the initial two weeks and the subsequent use of a different account for the remaining period is neither unusual nor alarming. It reflects standard business practices, where suppliers may transition to different banking arrangements for operational reasons.[46]Officer Houghton agreed that there is nothing wrong with having more than one bank account.[47]Officer Houghton gave evidence of some Bank Account Reputation Frontend (“BARS”) checks HMRC had run on accounts used by the Defaulters. If one inputs an account holder’s name and bank account number and sort code, the BARS check will indicate whether an account is active and whether the holder’s details match. He was unable to be specific about when the checks were run or, where results were “indeterminate”, what it was they were saying about an account. In any event, these are not checks BSCL could have run.

Issues with Invoices Addressed to BSCL

[48]Some of the invoices BSCL received had deficiencies or raised issues in HMRC’s mind and we spent some time examining these.[49]Firstly, the invoices between A-Z and BSCL share many stylistic, typographical and format features with invoices from Storm Gates. These invoices do not use a typical, modern font or layout. Whilst this is the case, it is also true that these suppliers’ invoices are detailed (much more so than the Sandmill invoice discussed below). Officer Houghton accepted that he had not checked to see if there was any connection (e.g. common directors) between these two companies.[50]Second, eight invoices from A-Z in the period December 2019 to February 2020 listed two UTR numbers and two VAT numbers at the same time. One pair of the reference numbers belonged to A-Z whereas the other pair belonged to Storm Gates. The companies were supposedly unconnected businesses.[51]Mr Chitas accepted that the company should have spotted this error. If he had done, he would have asked A-Z about it and stopped using them if they ignored him. However, he told us that all invoices received by BSCL were checked by BSCL’s accountant before being passed to him for payment. Any inconsistencies in the invoices issued should have been identified by the accountant during their review process. He would not have examined invoices received in the detail necessary to see that A-Z had included two UTRs and VAT numbers; if this was anyone’s job, it was the accountant’s.[52]Next, HMRC say that some of the invoices are lacking in detail. We looked at an invoice from Sandmill where the narrative was simply “Day work - Painting, fixing, Jointing tc.- week 17 /02/20 to 23/02/2020”. In contrast a TTEL invoice gave more detail with line items for individual workers.[53]Mr Bedenham took Officer Houghton to invoices from a supplier called Actin (not a defaulter) which was not very detailed. One just referred to “PRICE WORK” and another to “Total daywork” with comments beneath such as “Wals and MF Ceilings. Fixing plywood”[54]In all cases (including the Sandmill invoices) the site was identified. Officer Wardle had allowed VAT recovery on one of the Sandmill invoices we saw, which was similar to an Actin invoice. When asked, Officer Houghton said that nothing jumped out at him as being different between these two invoices.[55]We looked at a Proedyl invoice (which Officer Wardle had allowed) which was similar to an Actin invoice – it identified the site and the narrative was “Week 01.06.2020 fine to 07.06.2020. 43 day work X 137,5£”. We also looked at an invoice from NYC & Mar Construction Ltd (not a defaulter) which identified the site, did not specify the type of work done and then listed the number of working days at particular rates to find the total due.[56]An invoice from CSF Dry Lining Ltd (not a defaulter) specified a site and the narrative was simply “Supervising”.[57]Officer Houghton agreed that these invoices were like those from Proedyl and Sandmill and that legitimate suppliers do not always include details of workers and hours worked.[58]One Proedyl invoice charged VAT at 5%. This was correct, as the job (identified on the invoice) was a refurbishment, but Ms Rao challenged Mr Chitas that the invoice should have made this clear.[59]Mr Bedenham asked Officer Houghton whether, given that HMRC are saying that BSCL should have been able to tell from features of their dealings with the Defaulters that they were defaulters, he should have looked at BSCL’s dealings with non-defaulting suppliers to see whether, and if so how, they were different. Officer Houghton said that he appreciated the point.[60]Officer Houghton gave the same reply when asked whether he had comparted invoices from Defaulters with those from TTEL and other non-defaulters and whether BSCL had (or did not have) written agreements with non-defaulters. Officer Houghton did not know whether BSCL had written contracts with legitimate suppliers.[61]Officer Houghton agreed with Mr Bedenham that there is no obligation on businesses to carry out due diligence and that in some cases due diligence can just be window dressing.[62]As far as the lack of detailed information on Proedyl invoices is concerned, Mr Chitas explained that it is impractical to list full details on the supplier invoice due to the number of workers, sites, and hours or days worked. However, BSCL maintains detailed underlying records and documents to support the invoiced figures. He exhibited one handwritten note showing the work done on the Atrium Hotel in a particular period, broken down by worker and hours worked to reach a total fee.[63]Mr Chitas explained that there was a lot of work behind all these invoices. He invoiced the main contractor weekly based on timesheets supplied by sub-contractors, augmented sometimes by texts and WhatsApp messages. If these were accepted by the main contractor, subcontractors would send in their invoices and he would pay them. As this was all done regularly, there was no need to retain detailed records.[64]BSCL’s own invoices are more detailed than those of some of its suppliers. They typically identify the amount of time worked (number of workers/hours) and type of work (eg fixers, joiners and painters) and the site. Where requested, individuals’ names were included. Mr Chitas agreed that he could have asked for more detail.

BSCL’s Pricing

[65]HMRC’s researches (on the National Careers Service website) into the cost of employing a dryliner suggest that a dryliner’s average yearly salary is between £22,000 (starter) and £43,000 (experienced). The higher of these annual figures when divided by an average working week of 40 hours over 52 weeks of a year gives an estimated hourly pay rate of £20.67.[66]Mr Chitas said that BSCL does not like to pay less than £10 per hour (£12.50 before tax). How much he pays depends on how much BSCL is paid, which can vary between jobs. In interview he told HMRC that if BSCL employs someone, they ask them how much they pay workers. When asked how he knows that the arrangements are legitimate, he said that people talk, and he would know whether workers are happy or not.[67]In cross-examination Officer Houghton said that he did not know when HMRC had collated these numbers. He also agreed that, on their own, these statistics reveal nothing about whether BSCL’s suppliers were fraudulent. He agreed that the hourly rate of £20.67 was calculated using the highest salary and lowest number of hours. A mid-range salary produces an hourly rate of £15.62, and the base salary produces an hourly rate of £10.57. Mr Bedenham said that none of BSCL’s sub-contractors were paid £10-12.50 an hour and asked Officer Houghton whether he had checked the “going rate” for work with a legitimate supplier. Officer Houghton accepted that he had not done this.[68]Proedyl invoices sampled indicated an hourly rate of £17.50 for building boxes in toilets (paid gross as Proedyl was entitled to be paid gross under CIS). Officer Houghton had not checked the rate with a legitimate contractor.

Scale of VAT Default

[69]In the Relevant Periods, BSCL’s total input tax claims totalled £820,206. £624,162 has been traced back to fraudulent tax loss. This means that 76.10% of BSCL’s total input tax in the Relevant Periods has been traced to a fraudulent tax loss.

Officer Houghton’s Concluding Observations

[70]During his cross examination by Mr Bedenham, Officer Houghton made a number of concessions, which we have recorded above. At the end of his cross examination, Judge Baldwin asked Officer Houghton to outline to the Tribunal in his own words the factors he still thought suggested that BSCL should have known that the input tax HMRC is looking to disallow is connected with VAT fraud. Having taken time to consider matters, Officer Houghton said that there were now three matters that formed the basis of his view that BSCL knew/should have known:(1) Sandmill had multiple bank accounts.(2) BSCL’s due diligence was not of the standard that HMRC would expect.(3) A-Z’s invoices had (as well as A-Z’s details) the UTR and VAT number of Storm Gates.

BSCL’s Submissions

[71]Mr Bedenham submitted that:(1) From Mr Chitas’s point of view, there was nothing about the arrangements or dealings with the Defaulters that was, from his standpoint, materially different to the other sub-contractors he dealt with. He was not challenged on this.(2) All sub-contractor invoices went to the external accountant to check them before they were paid. The accountant raised no issue with the invoices from any of the Defaulters.(3) Mr Chitas did not read the guidance linked to in the 2020 veto letter because he did not see the relevance of the letter – to his mind it related to a short-lived (and small) supplier – and HMRC had raised no concerns about other suppliers whom BSCL had engaged with to a much greater extent.(4) It was not normal in the construction industry to ask sub-contractors to provide copies of their VAT returns and proof of VAT payments, and Mr Chitas did not see that there was any reason to ask his sub-contractors to provide this information.(5) Officer Wardle’s check gave him comfort about Proedyl and Sandmill. He assumed an HMRC officer conducting a VAT check would investigate the named suppliers.(6) Due diligence included VAT, CIS and Companies House checks but also the checks done by the main contractors (hand in hand with BSCL) as part of “induction”.[72]Turning to the factors HMRC rely on:(1) Sandmill had multiple bank accounts: this was not put to Mr Chitas and it is not open to HMRC to pursue this. Had it been put, Mr Chitas could have explained the myriad reasons why a construction company might use multiple accounts (e.g. FSCS protection limits; ringfencing funds for specific projects/groups of projects).(2) Due diligence: HMRC’s case as put to Mr Chitas was that they were not disputing that he had carried out the checks he claimed but rather that BSCL should have done more by way of due diligence. However, as we discuss in more detail below, he submits that there is no free-standing due diligence obligation (and that is not changed by HMRC sending a trader a generic notice/guidance). A trader only needs to carry out checks on suppliers if there are triggers pointing him to the need to do this or the law requires him to do them. HMRC had not sent a warning letter to the construction industry. The 2020 veto letter told BSCL that AZE had been deregistered. It did not suggest that AZE had been involved in tax fraud.(3) A-Z invoices including Storm Gates VAT/URN details: this was missed by BSCL (and their accountant who was tasked with checking invoices). However: (a) The A-Z invoices were received after all trading with Storm Gates was completed. On any view, therefore, they cannot be relevant to what BSCL should have known at the time of the Storm Gates purchases. (b) The A-Z invoices did not touch upon any of the other sub-contractors (including Sandmill and Proedyl). Even if that issue had been spotted, it would not have led to any sort of “discovery” about these other contractors. (c) In circumstances where there was no reason to believe there were any issues with A-Z and given the number of invoices received from a variety of sub-contractors, it was not unreasonable for the extra references to be missed (still less to fail to link them to Storm Gates). HMRC have not denied input tax based on invalid invoices (having two separate VRNs ) but instead under Kittel. The extra information on the invoices was not something from which the “obvious inference” was that A-Z was involved in fraud. (d) Whilst the A-Z invoices would, had the issue been noticed, have raised a question to ask of A-Z, it is not obvious that A-Z’s fraud would have been discovered. By the time of A-Z’s first invoice to BSCL, Storm Gates had ceased supplying BSCL. It may be that, had the question been asked, the answer would have been (as Mr Chitas posited) that A-Z had used Storm Gates invoices as a template. It could also be that A-Z might have taken on parts of the business of Storm Gates. We do not know because the issue was not spotted and so the question could not be asked.(4) Descriptions on invoices: Officer Houghton fairly accepted that the descriptions on the invoices issued by Defaulters were consistent with invoices issued by legitimate sub-contractors. He did not include this factor in his summary in response to Judge Baldwin’s question. In cross-examination it was put, in a roundabout way, that some legitimate supplier invoices contained more detail than some of the invoices issued by the Defaulters. This was a bad point. Mr Chitas remained steadfast that there was nothing about the Defaulters’ invoices that was inconsistent with what he had experienced with legitimate suppliers.(5) The other “factors” (e.g. whether legitimate suppliers enter into written contracts, rates of pay, and bank verification checks) referred to in Officer Houghton’s evidence were conceded by him as not progressing HMRC’s case and were not in any event put to Mr Chitas.(6) In circumstances where Officer Wardle knew that BSCL was sub-contracting to Proedyl and Sandmill and then completed his check and authorised the VAT repayment, BSCL is entitled to have taken comfort from that. Further, considering this interaction (and given what HMRC knew about Proedyl and Sandmill), denying input tax in relation to these supplies smacks of transferring the investigatory/policing responsibility.(7) In terms of sub-contractors’ ability to supply labour, no one doubts that the labourers were supplied and they passed the main contractor’s induction. Given that the suppliers were in the business of supplying labour and that Mr Chitas had worked with them before, it is hardly surprising that the sub-contractors could supply labour.

HMRC’s Submissions

[73]HMRC rely upon the following points which, they say, show that BSCL had the means of knowledge such that it should have known the transactions were connected with fraud:(1) 76.10% of BSCL’s transactions in these periods trace back to tax losses. These are not isolated incidents and cannot be explained merely by bad luck. It points to a systemic problem in the way that the legitimacy of the supply chain is checked. A proper, systematic check would have revealed issues with one or more suppliers. The level of undetected fraud in the chain shows that there were no (or no effective) checks in place.(2) The ad hoc and urgent nature of the industry lends itself to fraud. The speed and informality of negotiations do not sit easily with taking care and asking questions before finalising a transaction. HMRC submit that it is permissible for HMRC to suggest steps that can be taken to detect and counter fraud.(3) BSCL was provided with large numbers of workers to help it fulfil a very lucrative contract, at precisely the time these were needed. That should have caused it to scrutinise the providers with more care than usual. It might sensibly have asked how its supplier could produce the workers it needed as soon as BSCL asked. BSCL did not ask any questions about the workers it was supplied with as it needed workers quickly. It was not in its interests to ask questions and cause delay.(4) Invoices provided by the Defaulters were vague and contained unusual features (similarities in presentation, and in numerous A-Z invoices the UTR and VAT numbers of another company), designed to obscure the fraud and thwart outside scrutiny. It should have been obvious to Mr Chitas that, if the invoices could only be understood with his help, they were designed to stop anyone else working out what was going on.(5) BSCL’s due diligence was nothing more than an exercise in checking HMRC and Companies House records. The 2020 veto letter did not cause any changes in approach. The spreadsheets he produced to answer HMRC’s questions (not contemporaneous records of checks carried out) do not demonstrate any evidence gathering. Mr Chitas’ backdating of the Proedyl contract shows that he knew he should have been doing more than he did.(6) Lack of written contracts or agreements which meant BSCL could not protect itself if its trading partners were non-compliant or fraudulent. The lack of written contracts was, despite Mr Chitas’ evidence that they were not used in the industry, clearly something that Mr Chitas realised was a problem.(7) Mr Chitas did not carry out meaningful due diligence on the defaulting suppliers because he already knew the individuals behind them. If he had carried out proper due diligence, he would have found enough flags to tell him that the transactions were connected with fraud.(8) Over time, Mr Chitas has sought to revise the closeness of his relationship with the Defaulters during the Relevant Period. Having initially relied upon close and familiar relationships (notably with Proedyl) when questioned by HMRC, he then distanced himself to rebut suggestions that this very familiarity meant he failed to ask relevant questions. This was despite the fact he lent £10k to Proedyl.[74]HMRC accept that simple lack of due diligence does not equate to knowledge or constructive knowledge. Their case is not that BSCL could or would have uncovered irrefutable proof of fraud had they done due diligence; that is not the test they say they must satisfy. HMRC’s case is that BSCL knew or should have known of the VAT fraud because it made no genuine effort to check the integrity of its supply chain. Its lax approach to due diligence suggests that it knew that, if it took those steps, it would not be able to carry on dealing with these suppliers.[75]HMRC say that this is a lax approach to the running of any business let alone one that is operating in an industry so susceptible to fraud and non-compliance. When BSCL was offered an opportunity to increase its supply of workers and thereby its profits, it had to respond to huge pressure to find enough people to deploy immediately. That substantially increased the likelihood of being connected to fraud and non-compliance in an already-susceptible industry. Instead of increasing its due diligence BSCL chose to ignore HMRC’s communications. Just checking that someone is VAT registered and CIS registered is not enough if there are other factors that indicate a connection to fraud. The reality is that a very attractive offer led to BSCL prioritising transactions with defaulting providers above compliance with the checks recommended by HMRC.

Discussion

[76]The question we are addressing is whether BSCL knew or should have known that the transactions in question were connected with VAT fraud.[77]Mr Chitas was adamant in his witness statement that he did not know anything about any VAT fraud. The question of actual knowledge was not put to him in cross-examination.[78]Similarly, the question of Nelsonian or blind eye knowledge requires a person to make a conscious decision not to enquire further into facts where it is clear to them that, if they were to make such an enquiry, they would likely discover, in this case, a connection with VAT fraud. Again, it was not put to Mr Chitas in cross-examination that he had made such a decision.[79]We agree with Mr Bedenham that, in these circumstances, it is not open to HMRC to assert that BSCL knew that the relevant transactions were connected with VAT fraud. As the Supreme Court explained in TUI UK Ltd v Griffiths, [2023] UKSC 48 at [70], a fair trial would depend on an allegation that Mr Chitas knew of a connection between BSCL’s transactions with the Defaulters and VAT fraud (or consciously closed his mind to evidence from which he could have deduced such a connection) being put to him clearly so that he could respond to it.[80]Accordingly, BSCL will only fail in the Input Tax Appeal if HMRC, on whom the burden of proof lies, can show that it should have known of the connection with VAT fraud.[81]As the passage from Davis & Dann we have cited makes clear, we should approach the question of what BSCL should have known from BSCL’s standpoint. Clearly, BSCL did not make a connection between its transactions with the Defaulters and VAT fraud, so the first question we need to ask is whether there was information in its possession from which, acting reasonably, it should have made that connection.[82]The factors on which HMRC rely here are firstly the sheer volume of transactions which trace back to tax loss. 76.1% of BSCL's inputs in the Relevant Period trace back to fraudulent tax losses. We cannot see how, once it is accepted that BSCL did not actually know of the connection between its transactions with the Defaulters and VAT fraud, a high percentage of those transactions being (unknown to it) connected with tax loss could possibly be a piece of information from which BSCL could deduce connections with VAT fraud.[83]HMRC criticised several of the invoices provided by the Defaulters. They say that they do not contain in all cases sufficient detail to enable someone to work out exactly what was being supplied or, in some cases, why a decision on a particular rate of VAT was taken.[84]However, we have also seen several invoices from non-defaulting suppliers which are less detailed than some of the invoices provided by the Defaulters.[85]HMRC have not disallowed input tax claims by BSCL on the basis that any of the relevant invoices fail to comply with the requirements for a valid VAT invoice.[86]The invoices generally identify the period over which work was done and the relevant site and give an indication, albeit in varying degrees of detail, of the work that was done. Given that those invoices are not said to be inadequate in terms of the technical requirements for a VAT invoice, that there is no suggestion that the work referred to in the invoices was not supplied and that the invoices were perfectly intelligible to Mr Chitas, we struggle to see how some of the invoices prepared by the Defaulters not being as detailed as HMRC would ideally like to see is something that would point in the direction of the VAT fraud (not filing VAT returns, or filing false VAT returns, and then not paying VAT due) the Defaulters committed.[87]HMRC say that the BSCL should have been put on enquiry into Sandmill because it changed its bank account. Again, we cannot see how this is something which should make BSCL suspect VAT fraud. As Mr Chitas explained in his witness statement, although nothing was asked of him in cross-examination on this point, businesses will regularly have more than one bank account. There are all sorts of reasons why businesses might have more than one bank account or might change the bank account they use. We cannot see how a business having more than one bank account or changing its bank account should make someone suspect that they were perpetrating a VAT fraud or indeed doing anything out of the ordinary at all.[88]HMRC point to the eight invoices from A-Z, which contain two sets of VAT registration numbers and UTRs. They contain VAT and UTR numbers for A-Z but also VAT and UTR numbers for Storm Gates. We agree with Ms Rao that this is something which is sufficiently out of the ordinary that it should have made BSCL suspicious. Mr Chitas himself in cross-examination readily accepted that this is an odd feature which should have been picked up. He was relying on BSCL's then accountant to check VAT invoices and their failure to do that properly is one of the reasons why he no longer employs them. Whether BSCL would have been able to work out for itself that one set of VAT and UTR numbers belonged to a previous supplier is less clear. To our mind, there is no particular reason why BSCL should have thought that the second set of numbers belonged to a particular former supplier. However, they should have realised that there was something wrong about these invoices and made enquiry.[89]Pausing here, the only piece of information which BSCL had during the Relevant Period which might point towards VAT fraud, or more likely in the direction of something which needed further investigation, were these invoices from A-Z. Nothing else was disquieting at all.[90]We do not consider that BSCL not using written contracts is something that should suggest to BSCL that the counterparties are engaged in VAT fraud. We accept Mr Chitas’ evidence that not entering formal written contracts is not unusual in this industry. The evidence about rates of pay and bank verification checks given by Officer Houghton was (rightly in our opinion) conceded by him not to be such as to suggest that BSCL that its suppliers were engaged in VAT fraud.[91]We do not consider that, from the information BSCL had during the Relevant Period, even accepting that the VAT invoices from A-Z required investigation, BSCL should have concluded that “there was no reasonable explanation for the circumstances in which [any] transaction was undertaken other than that it was connected with fraud”.[92]This is the case whether we look at the individual factors said to point towards VAT fraud individually or at the picture painted by the totality of the evidence. Undoubtedly, BSCL was able to secure a significant amount of labour quickly, which it needed to do. That resulted in the Hatton Cross project being a big success for BSCL and facilitated its growth. But there is nothing in that to suggest that BSCL’s suppliers were engaged in VAT fraud.[93]Mr Chitas explained how BSCL came to be offered the Hatton Cross opportunity by a major construction company. There has been absolutely no suggestion that this was anything other than a bona fide commercial opportunity offered to BSCL by a third party.[94]Mr Chitas then explained how he found labour, by reaching out to suppliers he knew. No one doubts that the labourers were supplied and that they passed the main contractor’s induction.[95]The VAT fraud HMRC allege against the Defaulters is not filing VAT returns, or filing VAT returns not showing VAT payable, and not paying VAT due. There is no suggestion that the Defaulters pretended to have supplied services to BSCL which BSCL pretended to have received to enable it to make a false input tax claim.[96]Given that the Defaulters were in the business of supplying labour and that Mr Chitas knew them and had worked with them before, it is hardly surprising that he reached out to them and they supplied him with the labour he needed quickly. They would have had the same interest in providing him with labour quickly as he had in providing labour quickly to the main contractor.[97]We can see nothing in the wider context which would have caused a reasonable person in BSCL’s shoes to conclude that anything untoward was going on.[98]This brings us to the question of due diligence, or perhaps more accurately, whether there were things that BSCL did not do which(a) a reasonable person in its position would have done, and(b) which would have revealed that “there was no reasonable explanation for the circumstances in which [any] transaction was undertaken other than that it was connected with fraud”. Again, we look at this from BSCL’s standpoint, so the question is whether a reasonable person in the shoes of BSCL would have made further inquiries and what those inquiries would have turned up.[99]HMRC submitted that they do not need to show that, if BSCL had carried out a particular inquiry, it would have discovered the presence of VAT fraud. We do not entirely agree with that submission. Input tax is only denied on the Kittel principle where a person knew or should have known of the presence of VAT fraud. We cannot see how it can be said that a person should have known of a connection with VAT fraud unless there are steps which that person could reasonably be expected to have taken and those steps would have revealed a connection with VAT fraud, or at the very least would have revealed a state of affairs for which the only reasonable explanation was that a fraud (not necessarily a VAT fraud) was being perpetrated. It is not sufficient for HMRC simply to say that a person could have done more or better due diligence.[100]Due diligence was discussed by the CJEU in Mahagében kft v Nemzeti Adó- és Vámhivatal Dél-dunántúli Regionális Adó Főigazgatósága; Dávid v Nemzeti Adó- és Vámhivatal Észak-alföldi Regionális Adó Főigazgatósága (Joined cases C-80/11 and C-142/11) ("Mahagében"), where it made the following remarks:
“60. It is true that, when there are indications pointing to an infringement or fraud, a reasonable trader could, depending on the circumstances of the case, be obliged to make enquiries about another trader from whom he intends to purchase goods or services in order to ascertain the latter's trustworthiness. 61. However, the tax authority cannot, as a general rule, require the taxable person wishing to exercise the right to deduct VAT, first, to ensure that the issuer of the invoice relating to the goods and services in respect of which the exercise of that right to deduct is sought has the capacity of a taxable person, that he was in possession of the goods at issue and was in a position to supply them and that he has satisfied his obligations as regards declaration and payment of VAT, in order to be satisfied that there are no irregularities or fraud at the level of the traders operating at an earlier stage of the transaction or, second, to be in possession of documents in that regard. 62. It is, in principle, for the tax authorities to carry out the necessary inspections of taxable persons in order to detect VAT irregularities and fraud as well as to impose penalties on the taxable person who has committed those irregularities or fraud. 63. According to the case law of the court, member states are required to check taxable persons' returns, accounts and other relevant documents (see EC Commission v Italy (Case C-132/06) [2008] ECR I-5457, para 37, and Dyrektor Izby Skarbowej w Biaymstoku v Profaktor Kulesza, Frankowski, J[³wiak, Orowski (Case C-188/09) [2010] ECR I-7639 , para 21). 64. To that end, Directive 2006/112 imposes, in particular in art 242, an obligation on every taxable person to keep accounts in sufficient detail for VAT to be applied and its application checked by the tax authorities. In order to facilitate the performance of that task, arts 245 and 249 of that directive provide for the right of the competent authorities to access the invoices which the taxable person is obliged to store under art 244 of that directive. 65. It follows that, by imposing on taxable persons, in view of the risk that the right to deduct may be refused, the measures listed in para 61 of the present judgment, the tax authority would, contrary to those provisions, be transferring its own investigative tasks to taxable persons.”
[101]Due diligence was also discussed in the recent FTT decision in Red Rose Payroll Limited v HMRC, [2025] UKFTT 00878 (TC), at [74]-[75]:
“This means that the only factor indicative of knowledge or tending to show that the Appellant ought to have known that the transactions were connected with fraud is the lack of proper due diligence highlighted above. However, 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 encouraged the courts not to unduly focus on the question of whether the Appellant has acted with due diligence.” The point about due diligence and the context referred to in Moblix 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.” “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 encouraged the courts not to unduly focus on the question of whether the Appellant has acted with due diligence.”[102]Mr. Bedenham made extensive and forceful submissions on the CJEU decision in Mahagében, focusing in particular on the CJEU's observation that it is not open to tax authorities to shift responsibility for policing the VAT system onto businesses, with the sanction for their failing to do so being a loss of a right to input tax recovery in cases where fraud in the supply chain becomes an issue.[103]We agree with Mr Bedenham that the CJEU is very clear that, before a trader can be required to make enquiries about another trader, there must be “indications pointing to an infringement or fraud”. Even where there are such indications, it is only the case that enquiries “could” be required. Whether they are or not will turn on “the circumstances of the case”.[104]Consistent with the CJEU's broad statement of principle, it is not open to HMRC simply to say to traders generally that they should carry out “due diligence” at risk of not being able to recover input tax if fraud in the supply chain becomes an issue.[105]We agree with Mr Bedenham that, where the general law imposes an obligation on a trader to carry out checks, they can reasonably be expected to know what those checks, properly carried out, would have revealed. So, for example, lawyers, accountants and regulated businesses in the financial services sector can reasonably be expected to carry out the checks required by the law and their regulators to a proper standard. If they do not do so, they will be at risk if fraud in the supply chain becomes an issue and such checks would have revealed either(a) a state of affairs for which the only reasonable explanation was that fraud was being perpetrated or(b) indications pointing to an infringement or fraud which, if properly followed up, would have revealed such a state of affairs.[106]There was no suggestion that the general law or any regulatory body imposed any relevant obligations on BSCL, beyond complying with the Construction Industry Scheme (“CIS”) so far as payments it made are concerned. There was no suggestion that BSCL had failed to operate the CIS properly.[107]Leaving aside cases where a trader’s lack of knowledge of an indication (or more) of fraud arises from its own failure to comply with applicable requirements, which is not relevant here, the CJEU seems to us to require an indication of fraud or some other infringement in a particular case before a trader is required to carry out enquiries on another trader.[108]In the course of his submissions, we asked Mr Bedenham whether, in the light of the CJEU’s comments in Mahagében, it is open to HMRC to require traders in what they perceive to be high risk sectors to carry out due diligence of the kind discussed in Mahagében at the risk of losing the right to deduct input tax if fraud is later discovered in the supply chain. He was clear that they could not do so as a general matter. For reasons which we explain at [111] below, we do not need to come to a concluded view on this point.[109]HMRC’s only communication with BSCL that addresses the issue of supply chain due diligence is the 2020 veto letter. The writer of this letter told BSCL that they were operating in an increasingly problematic sector, enclosed a copy of HMRC’s guidance on the use of labour providers, which they strongly recommended relevant staff to read, and then told BSCL to “do some or all of the proposed due diligence checks as and when deemed necessary”. The author did not go on to elaborate when such checks might be “deemed necessary” but they clearly appeared to think (as they told BSCL) that a trader was not required to do all the tests described in the guidance all the time; they needed to do some or all of them as they thought necessary.[110]AZE apart, BSCL had not been involved in transactions with a trader who had been deregistered in circumstances where BSCL received a “veto” letter. Even with AZE, BSCL was not told that AZE had defaulted, only that it had been deregistered. Apart from the 2020 veto letter, Mr Chitas had received no other education or warnings from HMRC on the risk of VAT fraud in transaction chains.[111]The reason why we do not need to conclude on Mr Bedenham’s submission recorded at [107] is that HMRC did not provide BSCL with any education or warnings about VAT fraud in his industry. The only guidance he received came in the form of the 2020 veto letter, which was quite nuanced and did not suggest that there was a need to carry out due diligence generally. There is no evidence that during the Relevant Period HMRC ever suggested to BSCL that it should carry out due diligence of the kind discussed in Mahagében on a general basis (i.e. in the absence of indicators of possible fraud in particular cases).[112]Mr Bedenham is clearly correct to point out that BSCL’s lack of prior experience of tax fraud in its supply chains coupled with the lack of education/warnings provided to BSCL by HMRC in relation to any perceived tax risk in its business sector and the nuanced nature of their requirements as articulated in the 2020 veto letter, their sole communication with BSCL on this issue during the Relevant Period, differentiates BSCL’s position from that of appellants in many other “Kittel” cases.[113]BSCL engaging sub-contractors (including the Defaulters) at speed because they were a known and trusted counterparty would not, therefore, be problematic as far as this issue is concerned unless there were indications of fraud or some other infringement which BSCL acting reasonably should have picked up but did not notice or noticed and ignored.[114]There was, as we have already held, nothing in BSCL’s dealings with Proebyl, Storm Gates or Sandmill that would provide any indication of fraud or any other infringement.[115]So far as A-Z is concerned, the position is different. Eight of the VAT invoices A-Z submitted had two sets of UTR/VAT numbers. These problematic VAT invoices were for supplies in VAT quarters 12/19 and 03/30, but the 2020 veto letter was not received by BSCL until much later in 2020 (in early July 2020 – it was dated 2 July 2020).[116]Although BSCL had not received the 2020 veto letter at that time, two sets of UTR/VAT numbers being included on eight invoices was clearly an indication “pointing to an infringement or fraud”. It clearly pointed to something out of the ordinary (at the very least, an infringement of the rules on VAT invoices, which require a supplier’s VAT number to be displayed and clearly do not envisage the inclusion of other random VAT registration numbers) which required checking.[117]The next question is what a reasonable person in BSCL’s shoes would have done by way of checking the position with A-Z. Given that the indication (the use of two UTRs/VAT registration numbers) pointed to a tax irregularity, we consider that a reasonable person in the position BSCL found itself in would have done something to check that A-Z was complying with its tax obligations.[118]In cross-examination Mr Chitas readily accepted that this feature of these eight invoices should have been picked up. If it had been, he said that the point would have been taken up with A-Z and he would have stopped using A-Z if he was not satisfied with their answers. The fact that the irregularity in these invoices was not picked up by BSCL’s accountants does not mean that BSCL should not have known of it.[119]Mr Bedenham suggested that A-Z might have said (if asked) that it had used Storm Gates’ invoices as a template or that this might be explained by A-Z having taken on parts of the business of Storm Gates. We can see how A-Z using Storm Gates’ invoices as a precedent might explain the wrong numbers being used (Storm Gates’ VAT/UTR numbers being left on the invoices and not replaced with A-Z’s), or the digits getting muddled up, on all A-Z’s invoices. It is less easy to see how this explains two valid and complete sets of numbers appearing at different places on the same invoice in eight of the sixteen invoices delivered during these periods by Storm Gates. The explanation could perhaps be A-Z using Storm Gates’ invoices as a precedent but doing that inefficiently. We also cannot understand why A-Z taking over part of Storm Gates’ business might result in its needing to use Storm Gates’ VAT/UTR numbers. So, not every explanation that A-Z might have offered would have been adequate, but of course no one asked any questions about the invoices, so we will never know what A-Z would have said if asked and how convincing their answer might have been.[120]Unless A-Z provided BSCL with a clear and convincing explanation, we do not consider that it would be reasonable for a person in BSCL’s position to do no more than ask A-Z why the eight VAT invoices displayed two sets of VAT/UTR numbers. Given Mr Chitas’ acceptance that he should have picked this irregularity up and asked questions about it, we do not consider that we should assume that he asked questions and was given a clear and convincing explanation.[121]HMRC’s guidance on the use of labour providers suggests that traders should make sure they are able to require labour suppliers to show evidence of VAT and PAYE returns filed and payments they have made to HMRC. Mr Chitas told us that it is unheard of for anyone to do this. We can understand why a supplier might be reluctant to disclose its VAT returns and VAT payment history to its customers (as it might enable them to work out its profit margin), but nevertheless we consider that a trader in BSCL’s position (which we accept means a trader who has not read HMRC’s guidance on labour providers, but who was faced with eight out of sixteen invoices containing the same tax-related irregularity for which he had not been given a satisfactory explanation or about which he had not asked any questions) would have taken steps (perhaps asking for confirmation from A-Z’s external accountants or tax advisers) to reassure themselves that A-Z’s tax affairs were in order.[122]If it had sought reassurance about A-Z’s tax affairs, BSCL would have discovered, during VAT period 12/19, that A-Z was a fraudulent defaulting trader.[123]BSCL had dealt with A-Z in two earlier periods (06/19 and 09/19) but it would not have noticed anything amiss at that time, nor would these eight VAT invoices have suggested that anything was amiss in relation to Storm Gates whilst that company was supplying labour to BSCL, as BSCL last used Storm Gates in May 2019.

Conclusions on the Input Tax Appeal

[124]Our conclusions on the Input Tax Appeal are that:(1) From the information it had during the Relevant Period, there was nothing from which BSCL should have concluded that “there was no reasonable explanation for the circumstances in which [any] transaction was undertaken other than that it was connected with fraud”;(2) There were indications pointing to an infringement or fraud by A-Z in VAT quarters 12/19 and 03/20;(3) Those indications were such that a reasonable trader in BSCL’s shoes would have made enquiries to make sure that A-Z’s tax affairs were in order, and those enquiries would have revealed that A-Z was a fraudulent defaulting trader.(4) So, BSCL should have known that its transactions with A-Z in VAT quarters 12/19 and 03/19 were connected with a fraudulent loss of VAT.

The Penalty Appeal

[125]Section 69C VATA provides that:
“(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).” (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. (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).”
[126]The penalty payable under section 69C is 30% of the potential lost VAT.[127]Section 70 VATA provides for the mitigation of penalties under (inter alia) section 69C. So far as relevant for us, it provides: “(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. (2) In the case of a penalty reduced by the Commissioners under subsection (1) above, a tribunal, on an appeal relating to the penalty, may cancel the whole or any part of the reduction made by the Commissioners. (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. (5)In the application of subsections (3) and (4) in relation to a penalty under section 69C, subsection (4) has effect with the omission of paragraphs (b) and (c).” (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.[128]A penalty liability will not arise under section 69C unless the three conditions in that section are met. Where we have allowed BSCL’s appeal against the Input Tax Denial Decision because BSCL did not know, nor should it have known, that the transaction giving rise to its claim to recover input tax was connected with the fraudulent evasion of VAT by another person, Condition B is not met and the Penalty Appeal must (to that extent) be allowed.[129]Where the three conditions in section 69C are met, it is open to us to confirm the penalty HMRC imposed on BSCL or reduce it to such amount (including nil) as we think proper. In deciding what action to take under section 70 we are entitled to take into account whether BSCL was acting in good faith.[130]Although the accountant BSCL appointed to check the VAT invoices it received did not pick up the use of two sets of UTR/VAT numbers in eight of the A-Z invoices, we consider that BSCL was acting in good faith when it appointed an accountant to carry out these checks and made input tax claims following the accountant’s guidance. The discrepancy in the VAT invoices was not picked up, but that was not because of a want of good faith by BSCL. It is hard to see what else BSCL could reasonably be expected to do once it had given this task to its accountants.[131]So, although we consider that BSCL should have known of the connection between its transactions with A-Z in VAT periods 12/19 and 03/20 and VAT fraud, we consider that the penalty should be reduced to nil.

Disposition

[132]For the reasons set out above:(1) the Input Tax Appeal is allowed except to the extent the input tax in question was incurred on supplies from A-Z in VAT periods 12/19 and 03/20; and(2) the Penalty Appeal is allowed in full.

Right to apply for permission to appeal

[133]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: 03 June 2026