Commissioners of Inland Revenue v Barclay and Others (Glasgow Bonding Company Ltd)
| Jurisdiction | England & Wales |
| Judge | Lord Thankerton,Lord Porter,Lord Simonds,Lord Morton of Henryton,Lord MacDermott |
| Judgment Date | 12 March 1948 |
| Judgment citation (vLex) | [1948] UKHL J0312-3 |
| Date | 12 March 1948 |
| Court | House of Lords |
[1948] UKHL J0312-3
House of Lords
Lord Thankerton
Lord Porter
Lord Simonds
Lord Morton of Henryton
Lord MacDermott
After hearing Counsel, as well on Wednesday the 19th, Friday the 21st and Monday the 24th, days of November last, as on Thursday the 11th day of December last, upon the Petition and Appeal of the Commissioners of Inland Revenue, praying, That the matter of the Interlocutors set forth in the Schedule thereto, namely, four Interlocutors of the Lords of Session in Scotland, of the First Division, sitting as the Court of Exchequer, of the 31st of January 1946, so far as therein stated to be appealed against, might be reviewed before His Majesty the King, in His Court of Parliament, and that the said Interlocutors, so far as aforesaid, might be reversed, varied or altered, or that the Petitioners might have such other relief in the premises as to His Majesty the King, in His Court of Parliament, might seem meet; as also upon the printed Case of James Barclay, Stanley S. Holt as an individual and as Executor of Mrs. D. S. Holt, and Long John Distilleries Limited, lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause:
It is Ordered and Adjudged, by the Lords Spiritual and Temporal, in the Court of Parliament of His Majesty the King assembled, That the said Interlocutors of the 31st day of January 1946, in part complained of in the said Appeal, be, and the same are hereby, varied by the inclusion of the second question of law among the superseded questions, and that, subject to such variation, the said Interlocutors be, and the same are hereby, Affirmed: And it is further Ordered, That the Appellants do pay or cause to be paid to the said Respondents the Costs incurred by them in respect of the said Appeal, the amount thereof to be certified by the Clerk of the Parliaments: And it is also further Ordered, That unless the Costs, certified as aforesaid, shall be paid to the parties entitled to the same within one calendar month from the date of the Certificate thereof, the Cause shall be, and the same is hereby remitted back to the Court of Session in Scotland, or to the Judge acting as Vacation Judge, to issue such Summary Process or Diligence for the recovery of such Costs as shall be lawful and necessary.
My Lords,
The only Respondents called in this Appeal are those persons conveniently described as the original shareholders, and the questions at issue are mainly covered by the decision in the case of the Bladnoch Distillery Company Ltd.
The company was incorporated in 1937. It continued the business carried on by its predecessor under the same name as bonded store and warehouse keepers; further, it had from time to time devoted its surplus moneys to the purchase of whisky, and, by December, 1941, had accumulated a stock of 60,382 gallons of whisky of its own. The capital of the company was £25,000, divided into 25,000 shares of £1 each. Prior to 20th December, 1941, these shares were beneficially owned by Mr. James Barclay, 15,000 shares, Mr. Stanley S. Holt, 100 shares, Mrs. D. S. Holt, now represented by her husband, the said Mr. Holt, 4,900 shares, and Long John Distilleries Ltd., 5,000 shares.
In the view that I take of this Appeal, it will only be necessary for me to deal with one of the questions of law, on which the opinion of the Court is desired, which is as follows:—
"(3) (a) Upon the facts stated were the sales and transfers of shares by the original vendors 'other transactions which were effected in 'connection with or in association with any of the said transactions' within the meaning of section 24 (1) ( b) of the Finance Act, 1943? and if not
( b) Is the direction lawful in so far as it directs a charge upon the "original vendors of shares?"
On the question of the proper construction of subsection (1) ( b), I may refer to my opinion in the Bladnoch case, in which it was held that absence of knowledge, on the part of the original shareholders, of the promoters' scheme for disposal of the stocks would not preclude the Commissioners from finding that the transaction for sale of the shares was in fact connected or associated with...
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