Refinitiv UK Holdings Limited & Anor. v The Commissioners for HMRC

Decision date: 22 February 2023

Neutral citation: [2023] UKFTT 222 (TC)

Overall AI summary confidence: high

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Short overview

This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.

AI confidence in this short overview: high

Refinitiv UK Holdings Ltd and Thomson Reuters applied under Regulation 5(5) to resist HMRC Schedule 36 notices seeking Project Vista documents. The tribunal held the disputed documents were not protected by litigation privilege because they mainly concerned implementation/structuring, but were, on balance, protected by legal advice privilege as part of a continuum of confidential lawyer–client communications to senior decision‑makers. The application succeeded and disclosure to HMRC was not required.

Ratio decidendi

This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.

AI confidence in this ratio decidendi summary: high

Where contemporaneous documents and briefings are primarily concerned with structuring and implementation of a corporate model rather than created for the dominant purpose of litigation, litigation privilege will not apply; by contrast, confidential communications and briefing materials exchanged between in‑house lawyers (and external counsel advising them) and senior executives can attract legal advice privilege when they form part of a continuum whose dominant purpose is to provide legal advice.

Obiter dicta

This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.

AI confidence in this obiter dicta summary: medium

No clear obiter dicta can safely be identified from the notes; the tribunal recorded and followed High Court observations on the limits of litigation privilege but did not state additional non‑binding propositions beyond the core holdings.