The High Court has upheld a stamp duty assessment against Yesreb Holding Limited, rejecting its claim to sub-sale relief on the transfer of Walford, a property at 24 Shrewsbury Road, Dublin. The court also held Yesreb accountable for duty on the consideration for both the 2005 and 2013 transactions, totalling €59.95 million.
The judgment, delivered by Mr Justice Tony O’Connor on 6 May 2021, arose from an appeal by way of case stated from a determination of the Tax Appeals Commissioner. The High Court’s role was limited to deciding questions of law on the facts found by the Commissioner; it did not rehear the case.
Mr Dunne contracted in July 2005 to buy Walford for €57.95 million. A declaration of trust signed by Mr and Ms Dunne in July 2005 recorded that he held his interest in the contract for Ms Dunne. The judgment records that Matsack Nominees Ltd was appointed under a nominee agreement dated 9 October 2006. In March 2013, Mr Dunne contracted to sell Walford to Yesreb for €14 million, and the vendors conveyed the property directly to Yesreb the following day.
Revenue assessed stamp duty of €1.429 million, plus interest of €269,670, taking account of €270,000 already paid. Yesreb appealed, arguing that the 2013 conveyance qualified for sub-sale relief under section 46 of the Stamp Duty Consolidation Act 1999. Revenue argued that Mr Dunne had ceased to have an interest before the 2013 contract and could not satisfy the statutory requirement that the original purchaser and sub-vendor be the same person.
The court found no error of law in the Commissioner’s conclusion that Mr Dunne had ceased to hold a bare trusteeship from 9 October 2006. It held that Yesreb had not established entitlement to the relief, and that including Mr Dunne in the 2013 contract and conveyance did not restore an interest he had ceased to hold. The court declined to consider Yesreb’s late Statute of Frauds argument because resolving it would require examining facts the Commissioner had not addressed.
On accountability, the court held that the conveyance made Yesreb the transferee under both contracts. It rejected the argument that the legislation did not clearly permit duty to be imposed on Yesreb for the full consideration.
At a further hearing on 9 June 2021, the court refused Yesreb’s application to return the case stated to the Commissioner for amendment and made a final order answering all three questions in the case stated in the affirmative.