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assigned their lessee's interest in this new lease to a
wholly owned subsidiary Company, Fork Manufac
turing Co., Ltd. This was by way of voluntary
assignment. On December loth Fork granted an
underlease of the same premises to Littlewoods for
22 years at an annual rent of £42,450. On December
nth Oddfellows and Fork executed the deed of
exchange which recited the lease, assignment and
underlease already mentioned and a mutual agree
ment of the parties to exchange their respective
estates and which witnessed that in consideration of
an assignment
thereinafter made by Fork
to
Oddfellows, Oddfellows transferred to Fork their
freehold interest in the premises in question in return
for which Fork assigned to Oddfellows for all the
residue of the term thereby created the lease of
December 8th. In other words Fork and Oddfellows
simply changed places. On December nth Fork by
deed guaranteed the payment to Oddfellows of the
rent reserved by the underlease and charged the
freehold reversion with such payment to Oddfellows.
Finally on December I3th Littlewoods by deed
indemnified Oddfellows against the payment of
stamp duty and any penalties in connection with the
entire transaction. The effect of all this was that
Oddfellows were no longer owners of the fee simple
subject to a long lease but instead were holders of a
lease for twenty-two years which by virtue of the
underlease procured them a rent nearly double that
to which they had previously been entitled while
Fork (and therefore indirectly Littlewoods) became
the owners of the fee simple subject to the obliga
tions of the underlease. As Lord Reid put it, the
practical result was the same as if Oddfellows had
simply sold the freehold to Littlewoods for twenty
two annual instalments of £42,450 secured on the
property. The six deeds were presented to the
Commissioners of Inland Revenue for adjudication
for stamp duty and the appellants objected to the
assessment made in respect of two of the deeds.
Objection was
taken to the assessment on the
voluntary assignment of December 9th by which
Littlewoods assigned the new lease for £6 a year to
their subsidiary company. Stamp duty had been
assessed at £8,000 on an estimated value of £400,000,
the value of the interest assigned. Objection was
also taken to the assessment on the deed which was
described as
the deed of exchange and dated
December nth. It was treated as a conveyance on
sale of the fee simple by reference to the head of
charge " conveyance or transfer on sale " and to
section 56 (2) of the Stamp Act, 1891.
Ad valorem
duty was assessed at the rate of£i per £50 on £42,444
multiplied by 20, £16,978. It was contended that
this deed was liable to the fixed rate ot io/- only as
it was a deed of exchange. They appealed by way of
case stated to the High Court where it was held that
the former document attracted
ad valorem
stamp duty
but that the latter document was liable to the io/-
fixed duty as a genuine exchange. The Crown
appealed against the decision and Messrs. Little-
woods, the tax payers, cross appealed. The Court of
Appeal dismissed both appeals and the Crown
appealed to the House of Lords. Messrs. Littlewoods
put in a cross appeal. It was held by the House of
Lords that (i) the assignment of December 9th was
liable to
ad valorem
stamp duty as a voluntary dis
position under section 74 of the Finance (1909-10)
Act 1910 and was not exempted from such duty by
section 42 (i) of the Finance Act, 1930 because the
beneficial interest in the property thereby conveyed
was previously conveyed by the freeholders by the
grant of a new lease, (ii) The deed of exchange was not
liable to
ad valorem
stamp duty as a conveyance or
transfer on sale, because, although it was not an
exchange within the meaning of the Stamp Act, 1891
it was also not a conveyance or transfer on sale since
a sale connoted among other things a price in money
paid or promised. (Inland Revenue Commissioners
v.
Littlewoods Mail Order Stores Ltd., Littlewoods
Mail Order Stores Ltd.
v.
Inland Revenue Com
missioners, 1962 A. E. R. 279).
INTERNATIONAL FACULTY OF
COMPARATIVE LAW
The summer courses of the International Faculty
of Comparative Law, open primarily to practitioners
and law graduates, will be held in the Institute of the
International Faculty in Luxembourg from the 23rd
July to the I5th September, 1962. The course will be
divided as follows :—
(1) Preliminary Course on the law of the European
Community—from the 23rd July to the 4th August,
1962.
(2) General Introductory Course on Comparative
law—from the 6th August to the I5th September,
1962.
(3) Special comparative course on the essential
features of a contract.
(4) Special comparative course on the jurisdiction
of Courts in constitutional cases.
Courses Nos. (3) and (4) will be held from the
6th August to the I5th September, 1962.
Full particulars may be obtained on application to
the Secretariat of the Institute of Comparative Law,
at 13 rue du Rost, Luxembourg.
. ao