CLP Holding Company Ltd v Singh & Anor
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
- LADY JUSTICE ARDEN
- LADY JUSTICE GLOSTER
Areas of Law
- Contract Law
- Tax Law
2014
COURT OF APPEAL (CRIMINAL DIVISION)
United Kingdom
CORAM
AI Generated Summary
The case revolves around a contract for the sale of a freehold property where the claimant sought VAT payment from the defendants. Initial judgment favored the claimant, but this decision was reversed upon appeal. The current appeal upheld the decision that the defendants are not liable to pay VAT, as the special conditions in the contract prevailed over the general conditions.
Judgment
Lord Justice Kitchin:
On 29 August 2006 the claimant agreed to sell to the defendants a freehold property at 72 Rolfe Street in Smethwick in the West Midlands (“the property”). Completion took place on that same day. The central issue on this appeal is whether the defendants are liable to pay to the claimant the VAT charge on that transaction.
The proceedings first came before Deputy District Judge Boynton in the Birmingham County Court upon a summary judgment application by the claimant. He concluded that the defendants had no real prospect of successfully defending the claim and so directed that there be judgment against them. On appeal by the defendants, His Honour Judge Oliver-Jones QC came to the opposite conclusion. He considered that the claim had no merit and that the appeal must be allowed, and so, by his order made on 20 December 2013, he directed that there should be judgment for the defendants. The claimant now appeals to this court against that order with the permission of Aikens LJ.
The facts are largely agreed. The claimant was at all material times registered for VAT and in December 1989 it gave notice to The Commissioners for Her Majesty’s Revenue and Customs (“HMRC”) that it had opted to waive the exemption from VAT in respect of the property.
The claimant first offered to sell the property to the defendants in 2002. The price was agreed at £130,000 and in January 2003, Silks Solicitors (“Silks”), the firm of solicitors instructed by the claimant, sent to Athi Kulisra Smith (“AKS”), the firm of solicitors instructed by the defendants, a draft contract. The parties contemplated the transaction would proceed to completion in the spring of that year. However, for reasons which were not explained to us but have no bearing upon this appeal, it did not do so, and it was not until 2005 that the parties resumed negotiations.
By letter 2 December 2005, Silks notified AKS that they were again instructed in relation to the proposed sale and indicated that they were awaiting details of the purchase price from the claimant. On 12 December 2005, AKS replied explaining that it was their understanding that the purchase price was still £130,000 and that this sum, which they described as the whole of the consideration, had already been paid to the claimant.
On 2 March 2006, Silks wrote to AKS acknowledging that the claimant had received the £130,000. Their letter reads, so far as material:
“We are pleased to report that our clients’ have s