John Boulting v The Commissioners for HMRC
Decision date: 24 October 2025
Neutral citation: [2025] UKFTT 1272 (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 PSC’s purchase of eight B shares from Mr Boulting satisfied Condition A of s1033 CTA 2020 — namely whether the purchase was made wholly or mainly for the purpose of benefiting the company’s trade. The Tribunal preferred the respondent MB’s evidence, found the purchase was undertaken to secure Mr Boulting’s exit and enable necessary investment, rejected HMRC’s focus on the payment amount as determinative, and allowed the appeal on the basis that Condition A was met.
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: medium
The Tribunal’s ratio is that, when assessing Condition A, the relevant inquiry is the company’s purpose in entering the purchase, having regard to all surrounding circumstances; a payment amount alone does not determine purpose. A company purchase of its own shares may form part of a connected series of transactions and need not, in isolation, achieve the trade benefit so long as the purchase itself was made for the purpose of benefiting the trade.
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 Tribunal observed (obiter) that the seller’s motives are generally not relevant to the company’s purpose, and that HMRC’s Statement of Practice guidance is indicative rather than dispositive of the legal inquiry where disposals occur in connected transactions.