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Mercury Tax Group Limited v HMRC: Difference between revisions
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:(b) it is delivered as a deed by him or a person authorised to do so on his behalf.”}} | :(b) it is delivered as a deed by him or a person authorised to do so on his behalf.”}} | ||
The court found that this language necessarily involves that the signature and attestation must form part of the same physical document constituting the deed. Additionally, the fact that the parties ''intended'' them to be deeds, rather than that they were ''required by law to be'' deeds (in order to have legal effect) was what mattered: “the fact remains that the parties intended them to be deeds and their validity must be judged on that basis”. | The court found that this language necessarily involves that the signature and attestation must form part of the same physical document constituting the deed. Additionally, the fact that the parties ''intended'' them to be deeds, rather than that they were ''required by law to be'' deeds (in order to have legal effect) was what mattered: “the fact remains that the parties intended them to be deeds and their validity must be judged on that basis”. | ||
{{jcsays|Just quietly, we don’t think this follows: if an instrument doesn’t ''have'' to be a deed to be binding, and the way it is executed means in fact it ''isn’t'' a valid deed, the mere fact that the parties have in mind that it ''should'' be a deed does not undermine their general intention to become bound by what it says, even by way of a [[simple contract]]. Assuming the usual ingredients of [[offer]], [[acceptance]] and [[consideration]] are present. A deed is just a “super contract” — the equity of the situation surely requires it to fall back to a [[simple contract]] if one of those would, legally do. To hold otherwise is to prefer [[Substance and form|form over substance]] — like when has that ever happened?}} | |||
As a last roll of the dice, counsel for the tax dodgers appealed to the well-trodden path of signing execution pages ahead of closing and holding them in [[escrow]]: | Anyway, who cares what the JC thinks? As a last roll of the dice, counsel for the tax dodgers appealed to the well-trodden path of signing execution pages ahead of closing and holding them in [[escrow]]: | ||
{{Quote|“... draft documents were signed by the investors ahead of all other parties signing, including the final signatory, the bank. This is perfectly normal business practice. In modern commercial times it is not practical for multi-party contracts, deeds and other instruments to be signed in the same place at the same time.”}} | {{Quote|“... draft documents were signed by the investors ahead of all other parties signing, including the final signatory, the bank. This is perfectly normal business practice. In modern commercial times it is not practical for multi-party contracts, deeds and other instruments to be signed in the same place at the same time.”}} | ||
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{{Quote|“I accept that the flaws on which HMRC rely are essentially [[formal]]. But I see nothing wrong in applying a strict test of formality to the validity of the agreements with which we are concerned in this case. Their entire ''raison d’être'' is to create - and demonstrably to create - a series of formal legal relationships: if they do not do that, they do nothing.”}} | {{Quote|“I accept that the flaws on which HMRC rely are essentially [[formal]]. But I see nothing wrong in applying a strict test of formality to the validity of the agreements with which we are concerned in this case. Their entire ''raison d’être'' is to create - and demonstrably to create - a series of formal legal relationships: if they do not do that, they do nothing.”}} | ||
{{sa}} | {{sa}} | ||
*[[Virtual signing]] | |||
*[[Deed]] and [[simple contract]] | *[[Deed]] and [[simple contract]] | ||
*[[Signed, sealed, delivered]] | *[[Signed, sealed, delivered]] | ||
{{ref}} | {{ref}} | ||