D Briggs and others v HMRC

In D Briggs and others v HMRC [2019] UKFTT 338 (29 May 2019) the FTT found that a ‘pass-through payment’ (PTP) paid by the buyers of a company to the sellers of that company was subject to CGT.

The appellants were all UK tax resident and owned between them the entire issued share capital of two UK companies: KWPL and RSL. They had entered into an agreement for the sale of the two companies for an ‘initial consideration’ and had included their respective shares of the initial consideration in their self-assessment returns.

In addition under the share purchase agreement (SPA) the buyer was liable to pay a PTP to the sellers if the buyer received a settlement payment in respect of litigation that was in progress. The litigation was satisfactorily settled and a substantial PTP was made in June 2013. The appellants...