SILVERDOOR LIMITED v THE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMS [2024] UKUT 00147 (TCC) [2024] UKUT 00147 (TCC)

UPPER TRIBUNAL
TAX AND CHANCERY CHAMBER
[2024] UKUT 00147 (TCC)Case No UT/2022/000133
SILVERDOOR LIMITEDAppellantTHE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMSRespondent
JUDGE PHYLLIS RAMSHAWJUDGE MARK BALDWINDate 23 May 2024Category: Tax
[71]It may be helpful at this point to pause and note how the arrangements involved in payment by credit card work in order to discover whether there is anything in those arrangements which might point towards the existence of a Client/merchant acquirer contract. Credit card arrangements were summarised by the Court of Appeal in Office of Fair Trading v Lloyds TSB Bank plc and others, [2006] EWCA Civ 268, as follows: “5. The agreements under which banks and other financial institutions issue credit cards represent a form of consumer credit agreement falling within the scope of the Act. Originally credit cards were issued within the framework of what we shall call for convenience a “three-party” structure. This involves(i) an agreement between the card issuer and the cardholder to extend credit by paying for goods or services purchased by the cardholder from suppliers who have agreed to honour the card;(ii) an agreement between the card issuer and the supplier under which the supplier agrees to accept the card in payment and the card issuer agrees to pay the supplier promptly;(iii) an agreement between the cardholder and the supplier for the purchase of goods or services. However, as the industry has grown there have been three significant developments which together have given rise to the present dispute.[6]The first is the development of what may be called the “four-party” structure. This developed out of the use by card issuers of what are called “merchant acquirers” to recruit new suppliers willing to accept the issuer's card. In the classic four-party structure there is interposed between the card issuer and the supplier the merchant acquirer acting as an independent party. There is an agreement between the merchant acquirer and the supplier, under which the supplier undertakes to honour the card and the merchant acquirer undertakes to pay the supplier, and an agreement between the merchant acquirer and the card issuer, under which the merchant acquirer agrees to pay the supplier and the card issuer undertakes to reimburse the merchant acquirer. There is, however, no direct contractual link between the card issuer and the supplier. …[8]The third development has been the creation of large international credit card operating networks. At least two of these, Visa and MasterCard, are established as independent organisations operating under what are in substance four-party structures with the addition of a sophisticated clearing house system. Under the rules of the network the card issuer enters into an agreement with its customer to extend credit in connection with the purchase of goods or services from any supplier who has agreed to honour the network card. The merchant acquirers recruit suppliers to the network rather than to any individual card issuer and the supplier undertakes to honour the network card regardless of the identity of the issuer and in most cases without having any clear idea who the issuer may be. The card issuer undertakes to reimburse the merchant acquirer, though he may previously have been unaware of 19 his identity or existence and is likely to have been wholly unaware of the existence or identity of the supplier. The arrangements are all underpinned by a complex agreement between the card issuers and the merchant acquirers, all of whom are members of the network.” Mr Southern referred us to “Goode: Consumer Credit Law and Practice” (Issue 73, November 2023), which contains the following helpful passages:
“[2.64] A merchant acquirer is a bank or other financial institution which "acquires "merchants (traders) in the sense of bringing them into the network of traders willing to enter into an agreement with the merchant acquirer to accept the card. The functions of the merchant acquirer are to promote the card by extending the network, to pay traders for goods and services supplied against the card and to collect reimbursement from the card issuers, who in turn obtain reimbursement from the card holders. All four of the major clearing banks are merchant acquirers for both Visa and MasterCard. [2.65] The card issuer issues the card to its customer, the cardholder, who can use it to obtain goods and services from traders who have agreed to accept the card and, if it is a cash card, to draw cash for an automated teller machine. The merchant agreement regulating the terms on which the trader accepts the card may be concluded either with the card issuer direct or with the merchant acquirer. In the former case the trader is paid by the card issuer; in the latter by the merchant acquirer, who then obtains reimbursement from the card issuer. [343] Re Charge Card Services Limited involved a simplified card scheme with a single card-issuer. By contrast, numerous banks and other financial institutions issue Visa credit cards and MasterCards in the UK. Each scheme has its own agreement which operates as a binding contract between the participating banks and other financial institutions. The master agreement provides for such matters as the form of the card, card authorisation procedures and settlement between participating financial institutions. Under the master agreement, participating financial institutions generally become entitled to issue cards in their own name to their customers, and to admit suppliers to the scheme so as to entitle them to accept cards in payment for goods and services supplied to them. A supplier contracts with a ‘merchant acquirer’, a financial institution which gives the supplier admission to the scheme (the merchant acquirer is often the supplier’s own bank, so long as it is a participant in the particular scheme). By this contract, the supplier is authorised and obliged to accept all cards issued under the scheme in payment for goods or services, and the merchant acquirer agrees to pay to the supplier the value of the goods or services supplied, less a handling charge, provided the supplier has complied with certain stipulated conditions (e.g. he has obtain specific transaction authorisation if the price is over a stated ceiling). For each transaction the supplier transmits both card and transaction details to the merchant acquirer and EFTPOS system (paper sales vouchers, signed by the cardholder are now rarely used). The merchant acquirer then pays the supplier as agreed. Under the terms of the master agreement, the merchant acquirer obtains reimbursement from the participating financial institution which issued the card used in the transaction (unless they happen to be one and the same). …”
The FTT’s finding that SilverDoor has entered into contracts with two merchant acquirers is entirely consistent with the narrative in the Lloyds TSB case and the commentary in Goode. Under those contracts, HMRC submit, SilverDoor incurs a cost whenever Clients pay by credit card because the merchant acquirer is, in effect, providing a guarantee to SilverDoor; if there is a credit/financial service supplied by the merchant acquirers, it is supplied to SilverDoor. 20 In argument Mr Southern’s position evolved. He still maintains that, as a matter of banking law, there is a Client/merchant acquirer contract, but he also says that the VAT analysis does not turn on this point at all. He referred us to the CJEU case of Ludwig v Finanzamt Luckenwalde (Case C- 453/05) (“Ludwig”). In that case the CJEU held that negotiation is an act of mediation, the purpose of which is to do all that is necessary for the two parties to the principal contract to conclude that contract, and in that light the question whether there is an activity of mediation does not depend on the existence of a contractual link between the provider of the negotiation services and one of the parties to the credit agreement. On that basis, a commission paid to a sub-agent for services which amounted to negotiation would not be taken outside the exemption just because the sub-agent was not in a contractual relationship with one of the parties to the primary financial service contract. Mr Southern also referred us to CCE v Civil Service Motoring Association Ltd, [1998] STC 111 (“CSMA”). The facts in CSMA were briefly as follows. CSMA was a non-profit-making association providing motoring, leisure, financial and related services to its members, including a credit card scheme on terms agreed between CSMA and a bank (FBS). FBS issued the credit card but worked in partnership with CSMA (regularly discussing the strategy for benefits and services to be offered). It was held that CSMA had done much more than just allow FBS to develop and market an affinity card. CSMA was not just an introducer; it was involved in customer handling, marketing, setting prices and policies and providing an arbitration service. The Tribunal described one of its actions as negotiating the global terms on which its members would be eligible for the credit card. FBS paid commissions to CSMA in connection with the scheme. The Commissioners contended that the supply by CSMA was taxable, arguing inter alia that the negotiation exemption was confined to cases where an intermediary arranges a transaction for a specific grant of credit. This argument was rejected. Giving his reasons for agreeing that CSMA’s services fell within the negotiation exemption, Mummery LJ (with whom Pill and Hobhouse LJJ agreed) commented (at pp118-119):
“(2) The critical question is whether the expressions 'negotiation of credit' and 'making of arrangements for any transaction for granting of any credit' are to be construed as implicitly restricted to activities in relation to particular transactions for the specific grant of credit. Neither the purpose nor the context of the exemption justify placing this restricted meaning on the wide general language of the directive and of the 1983 Act. Both the 'negotiation of credit' and 'the making of arrangements' for the granting of credit refer to the doing of things antecedent to, and directly leading to, the results sought to be achieved by the doing of those things. The result to be attained is of a general rather than a specific nature, namely the 'granting of any credit'. In some cases intermediaries between principals will be involved in achieving that result. In other cases they will not. It is neither expressly nor impliedly necessary that they should be involved as a condition of the application of the exemption to those who do not actually grant credit. (3) The activities of CSMA, in respect of which FBS paid commission, can reasonably and sensibly be described as negotiation of, or making arrangements for any transaction for, the grant of credit. I am unable to detect either in the purpose of the exemptions or in the language and context in which they are expressed any distinction between (a) the negotiation, or making arrangements for particular transactions for the specific grant of any credit, and (b) these negotiations or arrangements planned and designed by joint efforts for the specific purpose of leading directly to the grant of credit by FBS to members of CSMA.”
Mr Southern submitted that In re Charge Card Services Ltd, [1989] Ch 497, stands as authority for the proposition that a merchant acquirer grants credit and makes a financial service. We have read the judgment of Sir Nicholas Browne-Wilkinson (who gave the only reasoned judgment in the Court 21 of Appeal) and that of Millett J at first instance (reported at [1987] Ch 150) and can find no trace anywhere of any analysis of the role of merchant acquirers in credit card transactions. The only parties to the transactions discussed in that case were the (by then insolvent) company which issued fuel credit cards, the garages which accepted those cards as payment for fuel supplied (and which charged the company the cost of fuel supplied and were paid that cost less the company’s commission), the card users and a factoring company to which the issuer sold its receivables (amounts due from card holders) in order to finance the payments due from it to the garages. We are fortified in our conclusion that we have not missed a relevant point in this case by the comment in Goode (paragraph [343] reproduced at paragraph [47] above) that this case involved a simplified card scheme with a single card-issuer. We agree with Ms Belgrano that there is no finding by the FTT that there is any contract between a Client and a merchant acquirer. When a Client authorises a merchant acquirer to make a payment which satisfies its obligations to make payment to SilverDoor, that (the passage from Goode suggests) is the modern-day equivalent of signing a paper sales voucher which confirms that a person has purchased goods or services for a price using their card, so that the merchant acquirer can release funds to the supplier and this will (in due course) result in the Client’s account with the card issuer being debited. None of the materials we have been taken to point to the existence as a general matter of a Client/merchant acquirer contract in credit card transactions such as this, and there is no finding by the FTT that there was any such contract here. As the existence/identity of a merchant acquirer is not disclosed to a Client and we were not taken to any materials which explain the role of a merchant acquirer to Clients, it is difficult to see how the FTT could have concluded that there was a Client/merchant acquirer contract. To come to such a conclusion the FTT would have had to accept that Clients entered contracts, the existence of which was not revealed, with unidentified parties on undisclosed terms. The materials we were taken to, including contracts in the hearing bundle SilverDoor was party to with merchant acquirers, suggest that merchant acquirers move funds to SilverDoor pursuant to their contract with SilverDoor. They do so in reliance on the undertaking they already have from the card issuers. We agree with Ms Belgrano that, if there is a financial service provided at this point in the arrangements (in the form of the transfer of funds to SilverDoor by the merchant acquirer or, which we consider an unlikely over-analysis of the arrangements, the grant of credit by merchant acquirers to SilverDoor), it takes place pursuant to a contract to which SilverDoor is a party and is a supply to SilverDoor itself. SilverDoor cannot provide negotiation services in relation to a contract/arrangement to which it is already a party. We do not agree that merchant acquirers are providing credit to Clients when they move funds to SilverDoor. They are advancing funds to SilverDoor in reliance on the indemnity they have from card issuers. It is the card issuers who are advancing credit to Clients, pursuant to the arrangements already in place. The funds transfer by merchant acquirers is part of the mechanism by which that credit is delivered. If we are wrong in our analysis that there is no contract for the provision of a financial service by merchant acquirers to Clients, we would agree with the FTT’s conclusions, for the reason it gave, that there was no act of negotiation by SilverDoor. We do not consider that Ludwig or CSMA help Mr Southern. Ludwig indicates that a person whose acts amount to negotiation can benefit from the exemption, even if they do not have a direct contractual relationship with the provider of the principal financial service, but it does not suggest (nor could it) that the exemption is available to a person whose acts do not amount to negotiation in the first place. CSMA tells us that the negotiation exemption will benefit a person who negotiates a framework under which credit is advanced in the future. Fees/commission paid on each advance of credit is still being paid for the negotiation of the 22 credit arrangements. That feature (that commission was paid by reference to credit advanced sometime after the arrangements were negotiated) did not result in the negotiation exemption not applying, but it was still necessary for CSMA to have negotiated the credit arrangements in the first place. The FTT held that SilverDoor had not brought the merchant acquirers and Clients together. The merchant acquirers were parties to the credit card arrangement put in place long before a particular Client engaged with SilverDoor. Pursuant to those pre-existing obligations, they had agreed to provide SilverDoor with funds where certain conditions were satisfied. SilverDoor gave Clients an electronic link that enabled them to use the facility SilverDoor had arranged for itself to pay for accommodation. As the FTT observed, SilverDoor was not pointing out suitable opportunities to Clients or doing anything else that would be expected of a person providing negotiation services. So, if (which we do not consider to be the case) there was a contract for the provision of a financial service by a merchant acquirer to a Client, it was not negotiated by SilverDoor. Disposition[82]In conclusion, for the reasons set out above, we do not consider that the FTT made any error of law in reaching its conclusions on either the Characterisation Issue or the Intermediaries Argument. The Principal Argument has already been abandoned by SilverDoor. 83.There was no error of law in the Decision and this appeal is therefore dismissed. JUDGE PHYLLIS RAMSHAW JUDGE MARK BALDWIN RELEASE DATE: 23 May 2024

Cited in 1 later judgment