Helena Partnerships Limited v HM Revenue & Customs
| Jurisdiction | UK Non-devolved |
| Judge | The President, the Hon Mr Justice Warren |
| Judgment Date | 12 April 2010 |
| Neutral Citation | [2011] UKUT 271 (TCC) |
| Respondent | THE COMMISSIONERS FOR HER MAJESTY’S REVENUE AND CUSTOMS |
| Appellant | HELENA PARTNERSHIPS LIMITED |
| Court | Upper Tribunal (Tax and Chancery Chamber) |
| Appeal Number | FTC/42/2010 |
[2011] UKUT 271 (TCC)
Registered Social Landlord - objects for "benefit of the community" - whether charity
- no - availability of relief under s 505 Taxes Act - no
FTC/42/2010
IN THE UPPER TRIBUNAL
TAX AND CHANCERY CHAMBER
ON APPEAL FROM THE FIRST -TIER TRIBUNAL (TAX)
BETWEEN
HELENA PARTNERSHIPS LIMITED Appellant
(FORMERLY HELENA HOUSING LIMITED)
AND
THE COMMISSIONERS FOR HER MAJESTY’S REVENUE AND CUSTOMS
Respondent
TRIBUNAL: The President, the Hon Mr Justice Warren
Judge Alison McKenna
Sitting in public in London on 1 and 2 February 2011
Christopher McCall QC and Matthew Smith of counsel, instructed by
McGrigors for HHL
William Henderson of counsel, instructed by the General Counsel and Solicitor
to HM Revenue and Customs for the Respondent
© CROWN COPYRIGHT 2011
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[2011] UKUT 271 (TCC)
DECISION
The Appeal is dismissed.
REASONS
1. This is an appeal from the decision of the Tax Chamber of the First-tier Tribunal
(Judge Michael Tildesley OBE - “the Judge”) released on 1 February 2010 (“the
Decision”)1. Permission to appeal was given on 12 April 2010 by the Judge. We
will refer to the Appellant as “HHL” and to the Respondents as “HMRC”. HHL is
a company limited by guarantee and not having a share capital.
The facts
2. We have been provided with an agreed statement of facts. It provides a useful
summary. We also have the facts as found by the Judge which add some flesh to
the somewhat skeletal summary. As an introduction, we take the following from
the parties’ agreed statement of facts:
a. HHL was incorporated on 16 January 2001 under the name Housing St.
Helens Limited. Following a change of name, it is now called Helena
Housing Limited.
b. The original Memorandum and Articles of Association of HHL were
replaced in October 2001 by new provisions (“the New M&A”). The
objects clause of the New M&A stated as follows:
“4. The Company’s objects shall be the business of providing:-
4.1 housing;
4.2 accommodation;
4.3 assistance to help house people;
4.4 associated facilities and amenities; and
4.5 any other object that can be carried out by a company
registered as a social landlord with the Housing Corporation
for the benefit of the community.
The Company shall not trade for profit.”
c. On 31 October 2001, 12 new directors of HHL company were appointed,
the existing directors retired and a number of new persons, including
appointees of St Helens Metropolitan Borough Council (“the Council”),
were admitted as members and/or directors of HHL.
1http://www.financeandtaxtribunals.gov.uk/judgmentfiles/j4749/TC00384.doc
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[2011] UKUT 271 (TCC)
Agreements between HHL and the Council relating to the Council’s Housing
Stock
Background
d. HHL has been registered as a registered social landlord ("RSL") with the
Housing Corporation at all times since 1 July 2002.
e. In 1988 the Government established the "Large Scale Voluntary Transfer
Programme" ("LSVT") under which housing stock can be transferred from
local authorities to RSLs. The Council transferred some of its housing
stock (the "Housing Stock") to HHL under the LSVT in July 2002.
f. Since acquiring the Housing Stock from the Council in July 2002, HHL
has undertaken a significant programme of repairs and refurbishment
pursuant to the terms of the agreement under which the Housing Stock was
acquired.
Transactions
g. By an agreement in writing dated 30 June 2002 referred to as the
Development Works Agreement (“the DWA”) between HHL and the
Council, in consideration of the payment to HHL of £104,000,000 plus
VAT (payable in accordance with clause 4) HHL undertook to carry out,
or to procure the carrying out, of the Qualifying Works set out in the
schedule to the DWA.
h. By an agreement in writing dated 1 July 2002 (“the Transfer Agreement”)
between HHL and the Council, HHL agreed to purchase certain property
(including the Housing Stock) owned by the Council.
i. The Transfer Agreement stated that the price to be paid was £133,058,361.
It was stated in clause 1.1 that this comprised:
(i) £28,888,361, representing the agreed value of the Property (as
defined) in its then condition;
(ii) £170,000, representing the price paid for certain office premises;
and
(iii) £104,000,000, representing the value of the Council’s covenant
contained in the Transfer Agreement to carry out the Qualifying
Works (as defined in the DWA) in respect of the Housing Stock
which it had been agreed would be transferred to HHL.
j. Clause 1.1 of the Transfer Agreement provided that the £104,000,000
represented the value of the Council’s covenant contained in the Transfer
Agreement to carry out the Qualifying Works, and that payment of it
might be set off against the payment due from the Council to HHL under
the DWA.
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The Charity Commission for Northern Ireland v Bangor Provident Trust Ltd
...Housing Association Ltd v UDT Ltd [1987] 1 All ER 281 and to Helena Partnerships Ltd v The Commissioners for HM Revenue and Customs [2011] UKUT 271 (TCC) and to Attorney General v Ross [1985] 3 All ER 334 and to IRC v Yorkshire Agricultural Society [1928] 1 KB 611; per Atkin LJ. [30] In the......
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Helena Partnerships Limited (Formerly Helena Housing Limited) v The Commissioners for HM Revenue and Customs
...[2011] UKUT 271 (TCC) Registered Social Landlord - objects for "benefit of the community" - whether charity - no - availability of relief under s 505 Taxes Act - no FTC/42/2010 IN THE UPPER TRIBUNAL TAX AND CHANCERY CHAMBER ON APPEAL FROM THE FIRST - TIER TRIBUNAL (......