In Morrison v HMRC [2014] 113 (23 December 2014) the Court of Session found that a representation made on the sale of a company could create a contingent liability under TCGA 1992 s 49.
Mr Morrison had been a major shareholder and the chairman and chief executive of Morrisons (MPLC). He had disposed of his shares as part of the sale of the entire share capital of MPLC to Anglian Water. The forecasts he had provided to Anglian Water turned out to be materially inaccurate and Anglian Water sued for damages for misrepresentation. Morrisons also sued Mr Morrison for breach of fiduciary duty and duty of care; this was settled with a £12m payment by Mr Morrison.
Mr Morrison claimed a £12 million adjustment to the calculation of the CGT due on the disposal of his shares under TCGA 1992 s 49 on the basis that the payment...
