Currys Retail Limited v The Commissioners for HMRC
Decision date: 23 June 2025
Neutral citation: [2025] UKFTT 762 (TC)
Overall AI summary confidence: high
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
This appeal concerned whether a degrouping charge under s.179(3) TCGA 1992 arose when CPW left its chargeable gains group in 2008 after agreements with BBUK; HMRC assessed a degrouping charge on £107,658,000 of goodwill. The FTT took a purposive, realistic view of the SPA, MSA and surrounding circumstances, found CPW retained legal and beneficial ownership of the businesses and goodwill (BBUK only obtained a fixed percent of future gross revenues), and held the PCN correctly alleged a degrouping charge; CPW’s appeal was dismissed. The tribunal did not resolve detailed downstream tax consequences of the inter‑company payment in this judgment.
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
The tribunal’s ratio is that, in applying degrouping/anti‑avoidance provisions, courts must construe the statute purposively and assess the true facts realistically; where contractual labels do not reflect reality, an ostensible assignment of goodwill will not prevent a deemed disposal under s.179(3) if the transferor in fact retains control and the economic risks and rewards of the business and goodwill.
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
The judgment includes remarks that a later Side Letter (executed 18 months after the transactions) cannot alter the legal position at the degrouping date for s.179 purposes, and that while commercial connections or tax motives do not of themselves negate a genuine disposal, motive is a relevant factor when assessing the realistic effect of arrangements.