Queensland Judgments
Authorised Reports & Unreported Judgments
  • sclq logo
  1. Caselaw
  2. QCAT
  3. 2016
  4. Shadforth Lythgo Pty Ltd v Commissioner of State Revenue - [2016] QCAT 539

Authorised Reports & Unreported Judgments
Exit Distraction Free Reading Mode
  • Unreported Judgment

Shadforth Lythgo Pty Ltd v Commissioner of State Revenue[2016] QCAT 539

Shadforth Lythgo Pty Ltd v Commissioner of State Revenue[2016] QCAT 539

CITATION:

Shadforth Lythgo Pty Ltd v Commissioner of State Revenue; Platinum 224 Pty Ltd v Commissioner of State Revenue; Irish McGann’s Partnership v Commissioner of State Revenue [2016] QCAT 539

PARTIES:

Shadforth Lythgo Pty Ltd ATF the BTL (Qld) Unit Trust

(Applicant)

V

Commissioner of State Revenue

(Respondent)

Platinum 2224 Pty Ltd

(Applicant)

V

Commissioner of State Revenue

(Respondent)

Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust)

(Applicant)

V

Commissioner of State Revenue

(Respendent)

APPLICATION NUMBER:

GAR098-15

GAR099-15

GAR100-15

MATTER TYPE:

General administrative review matters

HEARING DATE:

11 November 2015

HEARD AT:

Brisbane

DECISION OF:

Member Allen

DELIVERED ON:

12 April 2016

DELIVERED AT:

Brisbane

ORDERS MADE:

GAR098-15 Shadforth Lythgo

  1. The Tribunal sets aside the decision of the Commissioner in regard to Shadforth Lythgo Pty Ltd.
  2. The objection of Shadforth Lythgo Pty Ltd is allowed.
  3. The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Shadforth Lythgo Pty Ltd from any group with Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd atf the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) with the effective date being 1 July 2011.
  4. The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Shadforth Lythgo Pty Ltd from any group with Platinum 2224 Pty Ltd with the effective date being 19 November 2013.
  5. The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  6. There is no order as to costs.

GAR099-15 Platinum 2224 Pty Ltd

  1. The Tribunal sets aside the decision of the Commissioner in regard to Platinum 2224 Pty Ltd.
  2. The objection of Platinum 2224 Pty Ltd is allowed in part.
  3. The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Platinum 2224 Pty Ltd from any group with Shadforth Lythgo Pty Ltd with the effective date being 19 November 2013.
  4. The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  5. There is no order as to costs.

GAR100-15 Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust)

  1. The Tribunal sets aside the decision of the Commissioner in regard to Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd atf the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust).
  2. The objection of Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) is allowed in part .
  3. The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd atf the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) from any group with Shadforth Lythgo Pty Ltd with the effective date being 1 July 2011.
  4. The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  5. There is no order as to costs.

CATCHWORDS:

ADMINISTRATIVE REVIEW – Payroll tax – exercise of discretion to exclude member from group – consideration of test to determine whether to exercise discretion - whether loan between parties showed dependency – whether joint supply agreement showed connection by way of ownership and control

Payroll Tax Act 1971 ss 10, 52, 66, 71, 73 and 74

Taxation Administration Act 2001 ss 61, 71 and 73

Queensland Civil and Administrative Tribunal Act 2009 ss 19, 20, 21 and 24

Mead Packaging (Aust) Pty ltd v Commissioner of Payroll Tax (1978) 8 ATR 477

Lombard Farms Pty ltd v Chief Commissioner of State Revenue [2013] NSWADTAP 42

Boston Sales and Marketing Pty Limited v Chief Commissioner of State Revenue [2014] NSWCATAD 139

Commissioner of State Revenue (WA) v Artistic Pty Ltd 2008 ATC 8048

Chief Commissioner of State Revenue v Seovic Civil Engineering Pty Ltd [2014] NSWCATAP 94

Commissioner of Pay-roll Tax v RG Elsegood & Co Pty Ltd [1983] 1 NSWLR 223

Muir Electrical Co Pty Ltd & Ors v Commissioner of State Revenue (Vic) 2001 ATC 4386

Denham Constructions Pty ltd and Anor Commissioner of Stamps (1998) 40 ATR 416

Commissioner of Stamps v Garrett F Hunter Pty Ltd (1997) 69 SASR 275

Commissioner of State Taxation (WA) v Scotford Cameron & Middleton Pty Ltd (1981) 12 ATR 406

Commissioner of Payroll-roll tax (Qld) v John French Pty ltd  (1983) 13 ATR 14

Conte Mechanical and Electrical Services Ltd v Commissioner of State revenue [2011] VSC 104

APPEARANCES:

 

APPLICANT:

Mr Dean Lythgo, Mr Tony Shadfroth appeared for Shadforth Lythgo Pty Ltd and they and Mr Peter Stark appeared for the Irish McGann’s Partnership and Platinum 2224 Pty Ltd

RESPONDENT:

Mr Tyler appeared for the Commissioner of State Revenue

REPRESENTATIVES:

 

APPLICANT:

Mr Lakis of Counsel instructed by Cooper Grace Ward, Lawyers

RESPONDENT:

Ms Hartridge of Counsel instructed by the Commissioner of State Revenue

REASONS FOR DECISION

Introduction

  1. [1]
    Payroll tax is a tax levied on the wages paid by employers in Queensland[1]. There is a threshold amount of wages paid per week under which employers are not required to be registered for payment of payroll tax[2]. To ensure compliance with the Act, there are provisions enabling employers to be grouped and assessed as a single employer, so that only one threshold amount is available. These provisions are very wide and, in this case, deem a person or persons who has a controlling interest, as defined, in each of two businesses to be grouped[3]. Smaller groups with common members constitute a single group[4].
  2. [2]
    To ensure that the grouping provisions do not operate to group employers who are independent in terms of the control and operation of the businesses, the Commissioner is given a discretion to exclude an employer from a group subject to a test[5].
  3. [3]
    Shadforth Lythgo, Platinum and the Irish McGann’s Partnership, were grouped by the Commissioner on the basis of common controlling interests and the group was assessed to payroll tax in relevant years. A request was made on 11 August 2014 to exclude each of them from the group as from 1 July 2011. The Commissioner refused this application on 18 November 2014. The assessments made to date, and the refusal to exclude, were objected to and the objection was disallowed by the Commissioner on 12 March 2015. Following disallowance of the objection applications were made to the Tribunal to review the decisions.

Review jurisdiction

  1. [4]
    When reviewing a decision of the Commissioner, the Tribunal has all the functions of the Commissioner[6] and does so by way of reconsideration of the evidence before the Commissioner when the decision was made, unless the Tribunal considers it necessary in the interests of justice to allow new evidence[7]. The grounds on which the application for the review is made, are limited to the grounds of the relevant objection, unless the Tribunal otherwise orders[8]. The review is to be decided in accordance with the same law that applied to the making of the original decision[9]. The applicants have the onus of proving the applicants case[10]. The purpose of the hearing is to make the correct and preferable decision[11] and the Commissioner’s role is to assist the Tribunal[12]. The Tribunal may confirm or amend the decision, set it aside and substitute its own decision, or return it for reconsideration by the Commissioner[13].

The grounds and evidence

  1. [5]
    The Tribunal notes that the grounds have been extended since the original decision and both parties have made submissions based on those grounds. I accept that the grounds for the review are:
    1. i)
      Those set out in the applicant’s objection, that is that the Commissioner in failing to exercise her discretion:-
      1. (1)
        Erred in law in the manner in which she applied, or failed to apply, the law to all relevant facts and circumstances;
      2. (2)
        Failed to take into account or give due weight to all relevant facts;
      3. (3)
        Had regard to irrelevant facts and circumstances;
      4. (4)
        Based her decision on premises which are incorrect; and
    2. ii)
      The applicant’s response dated 24 July 2015 including:
      1. (1)
        The discretion to de-group should be interpreted on the basis that parliament would not intend that the Commissioner could retain taxation by simply withholding the discretion to de-group – such that the discretion to de-group should be exercised in their favour;
      2. (2)
        Because the businesses carried on by the Applicants were not split from an existing business or established to avoid the imposition of payroll tax, the circumstances here lack any avoidance feature, and fall outside the purpose and objects of the grouping provisions, such that either the grouping provisions do not apply, or the discretion to de-group should be exercised in their favour;
      3. (3)
        The respondents should take account of whether it is just and reasonable that the entities be excluded from the payroll tax group, being a factor that should be taken account under section 74(3) (c) -such that the discretion to de-group should be exercised in their favour.
  2. [6]
    The evidence before the Tribunal includes the following:
    1. a)
      The section 21 documents;
    2. b)
      Affidavit of Tony Shadforth dated 22 July 2015;
    3. c)
      Affidavit of Dean Lythgo dated 23 July 2015;
    4. d)
      Affidavit of Peter Stark dated 23 July 2015;
    5. e)
      The Commissioner’s request for particulars dated 14 September 2015
    6. f)
      The Applicant’s answers to particulars dated 6 October 2015.
    7. g)
      Correspondence from the Commissioner dated 10 November 2015 confirming exclusion as from 4 November 2015.
  3. [7]
    To the extent that the evidence apart from the section 21 documents constitutes new evidence, the Tribunal considers it in the interests of justice to admit the new evidence and notes that both parties have had the opportunity to make submissions in regard to the new evidence.

The provision to exclude or de-group

  1. [8]
    The relevant exclusion provisions are  as follows:
  1. S 74(1)The commissioner may, by order in writing (an exclusion order), exclude a person from a group.
  2. S 74(2)The Commissioner may make an exclusion order only if the Commissioner is satisfied a business carried on by a person is carried on independently of, and is not connected with the carrying on of, a business carried on by any other member of the group.
  3. S 74(3)For deciding whether to make an exclusion order, the commissioner must have regard to-
  1. (a)
    The nature and degree of ownership and control of the businesses carried on by the person and the other members of the group;
  2. (b)
    The nature of the businesses; and
  3. (c)
    Any other matters the commissioner considers relevant.
  1. S 74(4)Despite subsection (1), the commissioner cannot make an exclusion order if the person and another body corporate that is a member of the group are related body corporates
  2. S 74(6)an exclusion order or order revoking an exclusion order takes effect the date stated in it, which may be a date earlier than the date of the exclusion order.
  1. [9]
    A related body corporate is defined ultimately[14] in s 50 of the Corporations Act 2001 (Cth) as a holding company or subsidiary of another body corporate or a subsidiary of a holding company of another body corporate
  2. [10]
    The Commissioner has published Public Ruling PTA031.2 in regard to the Commissioner’s discretion to exclude from a group. It states at para [10] that: in making a decision, the Commissioner will consider the nature and extent of all relevant agreements and dealings between the employer and other members of the group, including:
    1. (a)
      The nature and extent of any commercial transactions between the members, including the value and percentage of the employer’s total business which is conducted with other members of the group;
    2. (b)
      The extent to which members share resources, facilities or services, including premises, staff, management and accounting services;
    3. (c)
      The extent to which the employer controls or is involved in managerial decisions and day to day administration of the other members and the extent to which other members control or are involved in managerial decisions and day to day administration of the employer;
    4. (d)
      The extent there are financial interdependencies, including intra-group loans or guarantees and common banking facilities, and the terms and conditions attached to such agreements;
    5. (e)
      The degree to which there is a connection between the employer and other members of the group in the purchase or sales of goods and services;
    6. (f)
      The extent to which there is a connection between the nature of the businesses of the employer and other members of the group; and
    7. (g)
      The extent to which there is a connection between the ultimate owners of the employer and other member of the group.
  3. [11]
    This test is used in similar legislation throughout Australia and has been subject to much judicial consideration. The decision of Rath J in Mead Packaging (Aust) Pty Ltd v Commissioner of Payroll Tax[15] which has been cited in many later cases sets out the matters for consideration in an earlier version of the test as follows “Section 16H(1) requires two findings to be made, namely (1) that a business carried on by the plaintiff (as a member of a group) is carried on substantially independently of a business carried on by any other member of that group; and (2) that the business is not substantially connected with the carrying on of the business carried on by other members of the group. The first limb appears to relate to the independence of the businesses, and requires an examination of the connection between the business activities. The second limb appears to relate to connection in management”.
  4. [12]
    While the current section does not use the modifier ‘substantially’ in regard to the matters the Tribunal is required to be satisfied of the test does not require total independence and total lack of connection. This can be seen from the decision in regard to the NSW version of the Act which is similar to the current Queensland version in Lombard Farms Pty Ltd v Chief Commissioner of State Revenue[16] where it was stated “it requires the trier of fact to determine whether, having regard to the nature of the connections between group businesses, it can nevertheless be said that the businesses are independent and not connected. Ultimately, this will be a question of judgment based on facts objectively determined. It is not the case that any connection between businesses will disentitle an applicant from de-grouping. The connection must be material and not insignificant or inconsequential. This is the approach that was adopted in the Victorian authorities .. see Triline at [19], [22] and [30] and GTS Industries at [38] we agree with this approach because it directs the focus to “carrying on” of the business: to be relevant the connection must affect the business in some real or practical sense. To say that there can be absolutely no connection between the businesses sets the bar too high. The question is of fact and degree. To disentitle an applicant to de-grouping, the connection must be meaningful in a commercial sense and not immaterial or inconsequential to the carrying on of the businesses. Adopting the words of GT Pagone, Presiding Member (as his honour then was) in Triline at [25] there must be a finding of substantial absence of connection and substantial independence between the businesses, to warrant the exercise of the discretion.”
  5. [13]
    For an exclusion order to be made in respect of one group member, “that business and each other business in the group vis-a-vis the first mentioned business must satisfy the statutory test”[17]. In a similar case to this one where there were also three members of a group, it was held “that one of them will not be entitled to exclusion by an order under the sub-section unless the requisite satisfaction is had in respect of each of the other members of the group”.[18]
  6. [14]
    The applicants submit that the question whether it is just and reasonable that they be excluded from the group, is a factor that should be taken into account in the other relevant factors category. They cite the decision in Commissioner of State Revenue (WA) v Artistic Pty Ltd[19] in support of this submission. The Commissioner noted in her submissions that the legislative provision under consideration in Artistic expressly included a requirement that the Commissioner is satisfied that it is just and reasonable for the entity to be excluded and that Artistic was distinguishable. The Commissioner submitted that the “the discretion is not a broad discretion that may be exercised on the basis that it is just and reasonable to do so in order to alleviate harsh consequences[20]. It needs to be determined, inter alia, whether it was open to the Tribunal to exercise the discretion by reference to the prerequisites at s 74(3) of the Payroll Tax Act. The Commissioner later noted the  finding in Seovic at [20] that “the applicants submissions that the power conferred by s 79(1) is enlivened whenever it is just and reasonable to exclude members from a group to alleviate any harsh consequences of the grouping provisions finds no support in the statutory language.”
  7. [15]
    I concur that the legislation in Western Australia included the requirement that it is just and reasonable to exclude a member from a group. The other requirement was that the business be carried on substantially independently. The finding that the business was carried on substantially independently was made in that case. Here there is no separate requirement that it be just and reasonable. If both limbs of the test in s 74(2) of the Act are satisfied then the Commissioner, or in the case here, the Tribunal, will exercise the discretion under s 74(1) in accordance with the requirements of the Payroll Tax Act and the QCAT Act.
  8. [16]
    The applicant submitted that the grouping provisions have an anti-avoidance purpose by casting a wide net and that it is the function of the de-grouping provisions to overcome any anomalies or injustice that arise from the overtly wide operation of the grouping provisions. It is submitted that it there is no avoidance conduct then care must be taken so that the provisions are not invoked outside their intended purpose.
  9. [17]
    The applicants cite the decision of Mahoney JA in the case of Commissioner of Pay-roll Tax v RG Elsegood & Co Pty Ltd [21] in support of their contention. That decision states that “attempts have been, made or could, be made by larger businesses to obtain that relief by splitting their businesses into a number of smaller or separate businesses. That the remedy adopted by the statute to avoid the mischief was to deny such relief (tax relief where employing less than a specified number) to members of a group.. which was defined in wide terms and to deal with such anomalies which might arise by the wide terms with the discretion to remove such anomalies.”
  10. [18]
    The applicants submit that where there is no suggestion that the businesses were established in separate entities to avoid the imposition of payroll tax that this is a separate factor and goes to there being an unintended anomaly which s 74 of the Act was specifically designed to confer relief from. They submit that, where there is no splitting of a business that the discretion should be exercised. Further that unless the applicant’s conduct falls within the mischief to which the purpose and objects of the provisions are directed, that is the splitting of already existing businesses then the de-grouping provisions are not a mechanism for the respondent to retain amounts that will arise by operation of the wide grouping provision, citing Muir Electrical Co Pty ltd & Ors v Commissioner of State Revenue (Vic)[22]
  11. [19]
    The Commissioner’s view which finds support in the Seovic decision is that it is not necessary for the Tribunal to find an intention to avoid pay-roll tax. Though, if there was evidence that there was an anti-avoidance purpose this may be a relevant factor under the general catch all criteria. Further there is no requirement  that the discretion must be exercised beneficially in any case of an ”anomaly” or “injustice” as this is not consistent with the text of s 74 with current principles of statutory interpretation.
  12. [20]
    In particular, in regard to Muir the Commissioner noted that this decision was in regard to grouping and not de-grouping and that decision was that, a narrow interpretation of the grouping provision should be used so that the taxpayer’s relief was not left to the Commissioner’s discretion.
  13. [21]
    The Commissioner submits that there is no requirement that businesses must be split before the grouping provisions apply. The adding on of successive businesses into a group will still attract the grouping provisions, and is not of itself a reason to exercise the discretion under s 74. That there have been decisions where such groups have not been de-grouped such as Denham Constructions Pty Ltd v Chief Commissioner of State Revenue[23] and Commissioner of Stamps v Garrett F Hunter Pty Ltd[24]
  14. [22]
    I consider that the test in s 74 is designed to ensure that where there is an anomaly the Commissioner or Tribunal may exercise the discretion to exclude. Section 74 is silent in regard to intention and the test will be either met or not depending on consideration of the matters set out in the section itself. While clearly the splitting of businesses is the mischief that the grouping provisions are designed to remedy that mischief can occur as a result of a business being broken into smaller parts as well as new businesses being created which are dependent on and connected to an existing business.
  15. [23]
    If two businesses trigger the grouping provisions, it is as a result of them having commonalities such as employees or ownership and control. It does not matter which came first; it is the connections which matter. It is then for members of the group, if they wish to apply for the Commissioner to exercise her discretion to exclude one or more of them under s 74(1) of the Act and this is based on the test in s 74(2). It will need to be shown that the businesses carried on by the taxpayers are independent and not connected. That is based on how the businesses are carried on and not on some intention and nor is it related to how they were formed.
  16. [24]
    The applicant has also posited that there is a two step test. That is firstly whether the qualifying conditions in s 74(2) exist. Then if there is a material connection or dependency, then only for deciding whether an exclusion order should issue the Tribunal must have regard to the factors in s 74(3). The decisions in Commissioner of State Taxation (WA) v Scotford Cameron & Middleton Pty Ltd[25] and Seovic are cited in support of this. The Commissioner’s view is that the decision in Scotford Middleton of Burt CJ can be read as authority for the proposition that what the Commissioner is to be “satisfied” as to is the elements of  s 74(2), and not s 74(3), but that in determining his level of satisfaction he is required to “have regard to” the factors in s 74(3).
  17. [25]
    The Commissioner had submitted that it is incumbent upon the Commissioner to consider all relevant matters as set out in s 74(3) but when doing so it is a matter for the Commissioner to decide what weight is to be attached to the factors considered. However, attention must be paid so as not to substitute a relevant consideration for the statutory test itself.
  18. [26]
    I prefer the approach of the Commissioner. When the words of Rath J mentioned above are considered then the matters in s 74(3) can be seen to assist in the determination of the test in s 74(2). The nature of the business relates to the connection in business activities and the nature and degree of ownership and control of the business relates to the connection in management. It is not a two step process. Section 74(3) provides the matters to which consideration is to be given in determining whether the test in s 74(2) is satisfied.
  19. [27]
    Having regard to ownership and control the Commissioner submitted that control of a corporation is to be determined by shareholdings in the corporation and control at directorial level and the practical ability to control and influence is also a consideration[26]. 
  20. [28]
    This is not controversial in terms of legal ownership and control. The applicants submitted that the Commissioner had regard to the widely cast elements of “controlling interests” as defined in the grouping provisions when considering control and then submitted that the same elements which deem a group to arise cannot be adopted as the basis to refuse exclusion from the group. The applicants submission was, that the enquiry is not whether there is any commonality of ownership amongst the separate business proprietors but, first and foremost, whether there are material and substantial dependencies and connections in how the businesses are carried on.
  21. [29]
    The applicant further submitted that the paramount enquiry prescribed in s 74(2) is not how ownership and control might be exercised, but how those matters in s 74(3) are actually evidenced and how they actually reveal an interdependence and connection in the actual carrying on of the respective businesses. That it is the ownership and control of the businesses that is relevant, and not the ownership and control of the corporate entities that might own those businesses. The decision of Burt CJ in Commissioner of State Taxation (WA) v Scotford Cameron & Middleton Pty Ltd[27] is cited by the applicants in support of these propositions. In that case there were a number of unrelated parties who were shareholders and directors of two companies and the facts showed that control was exercised by one individual in respect of the one company and he had only a minority interest in the second company.
  22. [30]
    The Commissioner cites the decision of McPherson J in Commissioner of Pay-roll Tax (Qld) v John French Pty Ltd[28] as support that where the controlling interest exceeds the statutory minimum of 50% then it will become relevant.  The decision in Conte Mechanical and Electrical Services Ltd v Commissioner of State Revenue[29] was also cited by the Commissioner in regard to consideration of the direct and indirect interests of various family members.
  23. [31]
    I accept that these cases show the threshold for control is clearly 50% and in the second case it is noted that both direct and indirect interests may be considered when looking at common ownership.
  24. [32]
    In my view, the provisions of s 71 of the Act deem certain combinations of persons to have controlling interests in entities. If those persons have a deemed controlling interest in each of two businesses they constitute a group. This is based purely on a tracing of ownership, directorship and beneficial entitlement. In particular, it aggregates individuals so that where a “person or set of persons’ has more than 50% control they are deemed to have a controlling interest. This deeming of controlling interests is what resulted in the grouping of companies in the Scotford Cameron case. In that case when consideration was given to the actual control of the entities an exclusion order was made.
  25. [33]
    I accept that section 74(2) as submitted by the applicant’s, talks of the carrying on the business, which indicates that consideration is to be given to the factual nexus in regard to the businesses. Importantly, s 74(3)(a) talks of the nature and degree of ownership and control. This clearly requires that attention be given to the actual ownership and control of the businesses and the actual relationship if any between the various persons who may own and control the business and not simply a reconsideration of the deemed controlling interests. This will include both statutory considerations such as who the directors are but also how the business is operated on a day-to-day basis. It will not include any deemed considerations from the grouping provisions.
  26. [34]
    The same can be said for the consideration of the nature of the business the cases show that much time is spent giving consideration to how the businesses are connected in terms of common use of resources, services provided by one business to another and whether they can be seen as part of the one large enterprises. Other factors have included whether one business is financially dependent on another business in the group. This is reflected in the matters set out in Public Ruling PTA031.2
  27. [35]
    I will therefore analyse each of the businesses in terms of how they are owned and controlled, how the businesses are carried on and the other relevant factors in terms of s 74(3)  with each business being compared to the others in the group to determine if they are carried on independently and not connected with each other. This will be based on a consideration of the actual relationships in terms of ownership and control and not on the deeming provisions. I will look at both control from both the directorial and day-to-day level. I will not consider whether there was any intent to avoid payroll tax. I will consider the operations of the businesses and whether there are any links between them in terms of how they are carried whether or not a business has or has not been split from another business is determinative in itself. It is the relationship between the businesses which is important.
  28. [36]
    I will then apply the test in s 74(2) to determine whether the business carried by each applicant is independent of and not connected to the business of each other applicant. With the degree of independence and connection that is required being material in a commercial sense and not insignificant or inconsequential, as held in the Lombard case.
  29. [37]
    This will be done by firstly setting out relevant material in respect of the businesses carried on by the employers and then comparing them one to the other.

Shadforth Lythgo

  1. [38]
    Shadforth Lythgo Pty Ltd is the trustee for the BTL (Qld) Unit Trust. The applicants stated in the objection that:
    1. a)
      The unit trust was established on 24 October 1994 and has two unit holders:
      1. i)
        Marcosel Pty Ltd as trustee for the Tony Shadforth Family Trust (Shadforth Trust) (50% of the units); and
      2. ii)
        Marcosel Pty Ltd as trustee for the Tony Shadforth Family Trust (Shadforth Trust) (50% of the units); and
    1. b)
      Shadforth Lythgo Pty Ltd has two shareholders, Marcosel Pty Ltd and Hampgrove Pty Ltd with each holding 2 ordinary shares. The directors of Shadforth Lythgo Pty Ltd are Dean Lythgo and Antony Shadforth[30]. Mr Lythgo is the sole shareholder/director of Hampgrove Pty Ltd and a beneficiary of the Lythgo Trust[31]. Mr Shadforth is the sole director/secretary of Marcosel Pty Ltd and a beneficiary of the Shadforth trust[32].
    2. c)
      The strategic direction and day-to-day management decisions of Shadforth Lythgo are made by Mr Shadforth and Mr Lythgo.
    3. d)
      Shadforth Lythgo carries on a residential and commercial construction business located in Mooloolaba, Queensland. Shadforth Lythgo specialises in:
      1. i)
        Commercial showrooms;
      2. ii)
        Retail centres;
      3. iii)
        Office and retail interiors;
      4. iv)
        Warehouses and industrial sheds; and
      5. v)
        Commercial developments;
      6. vi)
        Residential construction[33]
    4. e)
      Shadforth Lythgo owns all of its intellectual property and there are no resources including employees or services shared by it with the other members of the group. Shadforth Lythgo has at various times performed building and maintenance work for the other group members at commercial rates. The Commissioner has acknowledged that this work is of a minor nature.
  2. [39]
    The accountants for Shadforth Lythgo are PWA Accountants and its lawyers are Cooper Grace Ward Lawyers.
  3. [40]
    Each of Tony Shadforth and Dean Lythgo have given personal guarantees in respect of the business of Shadforth Lythgo. Mr Shadforth and Mr Lythgo are the cheque signatories for Shadforth Lythgo.
  4. [41]
    Shadforth Lythgo, in common with the other entities, banks with the ANZ at the Birtinya Sunshine Coast Branch.
  5. [42]
    The financial statements of Shadforth Lythgo disclose a loan to Irish McGann’s of $217,889 in 2010. Mr Lythgo stated that “in order to fund his contribution to the Irish McGann’s partnership he arranged for funds from Shadforth Lythgo to be transferred directly to Irish McGann’s partnership. That he understood that he had always had the ability to access funds from Shadforth Lythgo and he treated this as a line of credit facility. He understood though that his former accountant had treated it as a loan advance from Shadforth Lythgo to the Irish McGann’s partnership.”[34]
  6. [43]
    Mr Lythgo stated further that “Shadforth Lythgo’s advance was recorded as a non-current liability in the Irish McGann’s partnership. That the balance did not change until the loan was repaid in the 2015 income year. The contribution from Shadforth Lythgo represents only some 5% of the annual revenue of Irish McGann’s Partnership. That the Irish McGann’s business has been very successful, and the non-current liability from Shadforth Lythgo was not essential to the business. That the repayment of the loan was easily achieved and could have been achieved at anytime since the business commenced. The accounts of Irish McGann’s partnership now reflect that each of the partners has made an equivalent capital contribution.”[35]
  7. [44]
    Similar statements were made in Mr Shadforth’s affidavit in regard to the loan. The Tribunal notes that the loan was repaid on 15 May 2015 with each of Mr Shadforth’s and Mr Lythgo’s entities paying half of the amount of the loan to Irish McGann’s and the partnership then repaying the loan to Shadforth Lythgo.
  8. [45]
    A representative of Shadforth Lythgo’s accountants[36] confirmed in an email that the transfer of funds from Shadforth Lythgo to Irish McGann’s Partnership was used to provide the initial capital from the Shadforths and Lythgos for the purchase of the hotel and has not been used for regular transactions between the two entities. It has been recorded in the financial statements of Irish McGann’s as a loan from Shadforth Lythgo because the funds were transferred directly from Shadforth Lythgo. He stated  could only have been treated as a contribution of capital if it had been transferred directly from the partners. There were various reasons given for this including that the Shadforth and Lythgo entities involved had no bank accounts.

Irish McGann’s partnership

  1. [46]
    Irish McGann’s is a partnership of discretionary trusts and one individual. The partners are Irish Shadforth Pty Ltd ATF the Tony Shadforth Family Trust No.2 with a 30% interest, Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust No. 2 with a 30% interest and Irish Stark Pty Ltd ATF Peter Stark Family Trust with a 30% interest and Mr Nick Myers, a former hotel manager with a 10% interest.
  2. [47]
    The applicants stated the following in the objection:
    1. a)
      Irish McGann’s partnership was established on 14 October 2009, to purchase and operate “Irish McGann’s’, a well-established hotel and bistro in Roma, Queensland.
    2. b)
      Irish McGann’s (aka the Queen’s Arms Hotel) is a historical local pub, with accommodation, dining room, public bar, lounge bar and beer garden. As set out in its website, Irish McGann’s offers both locals and visitors a great spot to catch up, relax and enjoy each other’s company in a friendly, relaxed Irish Hotel’. It markets to locals, primarily in the rural and mining industries, business travellers and some tourists. It receives positive reviews particularly for its country atmosphere and wood-fired pizza.
    3. c)
      Irish McGann’s revenue stream comes from bar sales, bistro sales and gaming machines.
    4. d)
      Irish McGann’s maintains a website.
    5. e)
      Irish McGann’s employs Adam Rummery, subject to an employment agreement, to manage the day-to-day operation of the business. Adam Rummery is responsible for all operational decisions of the business, including:
      1. i)
        Ordering supplies;
      2. ii)
        Recruiting and managing staff;
      3. iii)
        Managing restaurant bookings;
      4. iv)
        Managing functions;
      5. v)
        Managing accommodation bookings;
      6. vi)
        Marketing;
      7. vii)
        Cost control;
      8. viii)
        Revenue maximisation;
      9. ix)
        Negotiating supply contracts.
    6. f)
      Irish McGann’s Partnership owns all of its intellectual property and there are no resources including employees or services shared by it with the other members of the group. Shadforth Lythgo has at various times performed building and maintenance work for Irish McGann’s partnership at commercial rates. The Commissioner has acknowledged that this work is of a minor nature
    7. g)
      Tony Shadforth, Dean Lythgo and Peter Stark are default beneficiaries of the respective discretionary trusts that invested in the Irish McGann’s Partnership. Tony, Dean and Peter are responsible for strategic and investment decisions (e.g. loans, guarantees, directors statutory obligations) but have no input into the operation of the business.
  3. [48]
    The partnership agreement for Irish McGann’s at clause 11.1 states that decisions are to be agreed to by all partners. The nominees of each partner are the principals of the respective partners. That is Tony Shadfroth, Dean Lythgo and Peter Stark.
  4. [49]
    The Commissioner requested particulars about the strategic and investment decisions made by Mr Shadforth, Mr Lythgo and Mr Stark in regard to the businesses. The response was generally that “Strategic and investment decisions are made by meeting in person, email or over the telephone. This varies depending on the urgency to discuss matters with each other. Generally, Peter, Antony and Dean have a teleconference once a week to once a fortnight to discuss any matters requiring attention. Investment and strategic decisions are made when required. It is difficult to estimate how often this would occur. The partners visit the Hotel on occasion for such events as the local races”[37].
  5. [50]
    As mentioned above Shadforth Lythgo performed some work for Irish McGann’s. This was accepted by the Commissioner as being of a minor nature. There are several supply agreements involving Irish McGann’s and Platinum. These are agreements with Carlton United Breweries for the supply of beer and other alcohol product and Coca Cola Amatil for credit in respect of soft and alcoholic drinks. There is also an agreement for the supply of services to Irish McGann’s Partnership for the payment of wages and invoices with Logic Hospitality.
  6. [51]
    The agreement with Carlton United Breweries, CUB, commenced on 1 February 2014 and was to expire on 31 January 2017. The customer is Platinum and the venue is defined as “Irish Rainbow Group”. With the list of venues as the Rainbow Beach Hotel and Irish McGann’s Hotel. The agreement states at cl 3.1(a) of schedule C that it applies to each venue operated or otherwise controlled by the customer a listed on the coversheet for as long as such venue is operated or otherwise controlled by the customer during the term. ’Control’  means in relation to a venue, direct or indirect control of the management or policies of that venue, including control that is exercisable as a result or by means of arrangements or practices.
  7. [52]
    Clause 3.1(b) of the joint supply agreement relevantly provides that if Platinum ceases to operate or otherwise control one or more of the venues during the term, and this will, in CUB’s opinion, adversely affect the volume of CUB products sold or other benefits provided to CUB under the agreement, CUB may at its discretion reduce Platinum’s benefits set out in schedule 1A to reflect the reduction in CUB benefits it is receiving. Such reduction in benefits may include the requirement for Platinum to repay any part of the payments paid to Platinum pursuant to schedule 1A, that is $10,000.00.
  8. [53]
    The Commissioner noted the following other relevant matters in regard to the CUB agreement in the original objection decision:-
    1. a)
      Platinum represents and warrants to CUB that it has the legal capacity and power to enter into the agreement and perform its obligations under the agreement.
    2. b)
      Platinum is and will be the person licensed to purchase CUB products for sale at the venues.
    3. c)
      The agreement may only be varied or replaced by a document executed by the parties.
    4. d)
      An obligation of two or more persons binds jointly and severally.
    5. e)
      Subject to clause 12.18(c), the agreement and the conditions of sale contain the entire understanding between the parties as to the subject matter of the document.
  9. [54]
    The applicants submitted the following in regard to the CUB agreement:-
    1. a)
      The purpose of the joint agreements is to take advantage of the reduced pricing structure.
    2. b)
      Each hotel has been required to complete separate credit applications.
    3. c)
      Ordering of supplies and the payment of accounts is done separately. This was accepted by the Commissioner
    4. d)
      The sales of Irish McGann’s Partnership and Platinum are used to calculate rebates offered by CUB. The rebates are calculated independently based on the number of litres purchased by each pub, for each year. Each pub has its own threshold to meet and does not depend on another pub purchasing more or less. The rebates are paid separately to Irish McGann’s Partnership and Platinum.
    5. e)
      The rebate level is the same regardless of whether the agreement was with both Irish McGann’s Partnership and Platinum or if there were separate agreements.
    6. f)
      Irish McGann’s Hotel and Rainbow Beach Hotel are managed by different CUB staff.
  10. [55]
    Irish McGann’s partnership and Platinum entered separate supply agreements with CUB in July 2015.
  11. [56]
    The agreement with Coca Cola Amatil was in the form of a commercial credit facility between Coca Cola and Platinum, which listed the Irish McGann’s partnership as an affiliated or parent business[38]. Each entity ordered separately from Coca Cola. The Irish McGann’s Partnership and Platinum entered independent credit agreements with Coca Cola in June 2015
  12. [57]
    Irish McGann’s banks with the ANZ Birtinya branch and its accountants are PWA Accountants. The Irish McGann’s partnerships lawyers are McInnes Wilson.
  13. [58]
    Each of Dean Lythgo, Tony Shadforth and Peter Stark have provided guarantees in respect of Irish McGann’s partnership. Dean Lythgo, Tony Shadforth and Peter Stark are amongst others cheques signatories for the Irish McGann’s partnership.
  14. [59]
    Mr Stark stated “My ownership in Irish McGann’s Partnership is an independent investment for my family, and I exercise my ownership and decision-making rights for what I believe my own personal best interest. In addition I do not collude with any of the co-owners of Irish McGann’s to make decisions that materially affect the separate businesses of Shadforth Lythgo or Platinum 2224 Pty Ltd”[39]. Mr Shadforth made similar statements in his affidavit’.[40]

Platinum 2224 Pty Ltd

  1. [60]
    Platinum was incorporated on 29 March 2011. Tony Shadforth, Dean Lythgo and Peter Stark are all directors of Platinum. The applicants submitted the following in regard to Platinum:

    i) Marcosel Pty Ltd ATF the Tony Shadforth Family Trust (60 ordinary shares);

    ii) Hampgrove Pty Ltd ATF the Dean Lythgo Family Trust (60 ordinary shares);

    iii) Irish Stark Pty Ltd ATF the Peter Stark Family Trust (60 ordinary shares); and

    iv) An unrelated party, Stark investments 22 PTY Ltd ATF the Jamil Trust (60 ordinary shares).

    i) Plantation Bar and Bistro;

    ii) Weddings and functions;

    iii) Conferences; and

    iv) Bottle shop sales.

    i) Ordering supplies

    ii) Recruiting and managing staff;

    iii) Managing restaurant bookings;

    iv) Managing weddings and functions;

    v) Event planning and growth;

    vi) Cost control;

    vii) Marketing;

    viii) Revenue maximisation;

    ix) Negotiating supply contracts.

    1. The shares in Platinum are held by:
    2. Platinum owns and operates a newly established bar/restaurant and function centre located in Rainbow Beach, Queensland, which trades as the Rainbow Beach Hotel. The Hotel had previously been in receivership and Tony, Dean and Peter were notified, as a result of them being in the hotel industry, when it was to go to auction. The property did not sell at auction and it was agreed by them to purchase the Hotel through Platinum in November 2013.
    3. It maintains a website.
    4. Platinum also runs a leased bottle shop in Rainbow Beach
    5. Platinum’s business is based on income from its:
    6. Platinum employs Paul and Nicky Thomas (now Simon Vicic) to manage the day-to-day operation of the business. Paul and Nicky Thomas are responsible for all operational decisions of the business, including:
    7. Platinum 2224 owns all of its intellectual property and there are no resources including employees or services shared by it with the other members of the group. Shadforth Lythgo has at various times performed building and maintenance work for Platinum 2224 at commercial rates. The Commissioner has acknowledged that this work is of a minor nature.
    8. Tony, Dean and Peter are default beneficiaries of the respective discretionary trusts that invested in the shares in Platinum. Tony, Dean and Peter are responsible for strategic and investment decisions (e.g. loans, guarantees, director’s statutory obligations) but have no input into the operations of the business.
  2. [61]
    Platinum banks with the ANZ Birtinya branch and its accountants are PWA Accountants. Platinum’s lawyers are Griffith Parry.
  3. [62]
    Each of Dean Lythgo, Tony Shadforth and Peter Stark have provided guarantees in respect of Platinum. Dean Lythgo, Tony Shadforth and Peter Stark are, amongst others, cheque signatories for Platinum.
  4. [63]
    Shadforth Lythgo performed some work of a minor nature for Platinum. As discussed above there are several supply agreements involving Irish McGann’s partnership and Platinum. There is also an agreement for the supply of services to Platinum partnership for the payment of wages and invoices with Logic Hospitality.
  5. [64]
    Mr Lythgo stated that “he does not collude with any of the co-owners of Platinum to make decisions that materially affect the separate businesses of Shadforth Lythgo or Irish McGann’s partnership.”[41] Mr Stark made a similar statement and in addition said that “his ownership in Platinum is an independent investment for my family, and I exercise my ownership and decision-making rights for what I believe to be my own personal best interests”[42]. Mr Shadforth made similar statements in his affidavit[43]

Shadforth Lythgo and Irish McGann’s partnership

  1. [65]
    In determining whether the business of Shadforth Lythgo is carried on independently of, and not connected with, the business of Irish McGann’s Partnership consideration will be given to each of the elements of s 74(3) and firstly, the nature and degree of ownership and control. 
  2. [66]
    Dean Lythgo and Tony Shadforth are the ultimate owners in equal shares, through their respective entities, and controllers as directors of Shadforth Lythgo. They are also responsible for the day-to-day management of the building and construction business operated by Shadforth Lythgo. Dean Lythgo, Tony Shadforth and Peter Stark are the ultimate principal beneficiaries, through their entities, as to a 30% interest each in the Irish McGann’s Partnership with Mr Nick Myers holding 10%.
  3. [67]
    I am satisfied that there is no direct ownership interests between Shadforth Lythgo and the Irish McGann’s Partnership as the corporate entities and trusts are different in each case. There are indirect ownership interests between Shadforth Lythgo and Irish McGann’s Partnership due to the common ultimate beneficial interest in entities having direct ownership interests, being with Mr Shadforth and Mr Lythgo
  4. [68]
    Mr Lythgo, Mr Shadforth and Mr Stark are the nominees for decision-making purposes in accordance with the partnership deed for their respective entities. Decisions are required to be agreed to by all partners. The uncontested evidence of the partners is that they are responsible for strategic and investment decisions with them considering partnership business at weekly or fortnightly meetings. An employed manager being responsible for the day-to-day running of the hotel business of the Irish McGann’s Partnership.
  5. [69]
    While the partners are ultimately liable in regard to the business of the partnership the fact that the nominees of the partners are only involved in strategic decisions goes to the degree of control in terms of the matters for consideration. I note that the business of Irish McGann’s Partnership is located in Roma, which is many hundreds of kilometres from Mooloolaba where the business of Shadforth Lythgo is carried on.
  6. [70]
    While Mr Lythgo and Mr Shadforth have 100% control of Shadforth Lythgo, they each separately are nominees for partners in the Irish McGann’s Partnership. Partnership decisions are required to be agreed to by all partners and so the fact that they each hold 30% partnership interests through their entities in the Irish McGann’s Partnership does not give them any majority control of the partnership.
  7. [71]
    Mr Shadforth made it clear in his statement that he treated the investment in the Irish McGann’s Partnership as a personal investment and that he exercised his rights in his own interests. I note that both he and Mr Lythgo considered that they had a right as individuals to access funds from Shadforth Lythgo to contribute to the Irish McGann’s Partnership indicating that the monies were not an investment for the Shadforth Lythgo’s benefit. The monies were paid by way of interest free loan from Shadforth Lythgo to Irish McGann’s Partnership. This tends to show and I am satisfied that they each treat their investment as a personal one and that they exercise their rights on an individual basis.
  8. [72]
    While Mr Lythgo and Mr Shadforth have a common connection to both Shadforth Lythgo and the Irish McGann’s Partnership this does not affect the carrying on of the business of Irish McGann’s Partnership in a material way. This connection does not result from any direct ownership interest between Shadforth Lythgo and the Irish McGann’s Partnership which would necessitate that Mr Lythgo and Mr Shadforth act in the interests of Shadforth Lythgo as a partner. They are only involved in strategic decisions of the Irish McGann’s Partnership with day to day control being exercised by a manager.
  9. [73]
    There is also no evidence that Mr Lythgo and Mr Shadforth act together as an agent of Shadforth Lythgo in regard to control of the Irish McGann’s Partnership nor having regard to the fact that the partnership requires unanimous decisions could they exert any majority control if they did wish to act together. 
  10. [74]
    The next matter for consideration is the nature of the businesses. The businesses of Shadforth Lythgo and the Irish McGann’s Partnership are in different locations and are not complementary with Shadforth Lythgo being a building company and Irish McGann’s Partnership operating a Hotel. However, there may be connections in the business activities, which could show that the business are not independent.
  11. [75]
    There has been some building work performed by Shadforth Lythgo for Irish McGann’s Partnership. It is acknowledged by the Commissioner that this work is of a minor nature. There is no other evidence to show connection between the operations of the businesses in terms of one business either providing a service, such as administration to the other or sharing resources, such as premises or employees or intellectual property, with the other business.
  12. [76]
    There is some common use of banks, accountants and lawyers. All of these on the accepted evidence are under separate agreements. There is no sense that the business activities of Shadforth Lythgo and Irish McGann’s Partnership require the existence of each other to carry on. There is no part of either business which the other is dependent on for its existence in any material way.
  13. [77]
    The other matters for consideration are those set out in the Commissioner’s Ruling PTA031.2. I note that some of these have already been considered above. The question of financial independence requires careful consideration. As noted, a loan was made by Shadforth Lythgo in the amount of $217,889 in 2010. These funds were used by the Irish McGann’s Partnership as part of the funds for the initial purchase of the Irish McGann’s Hotel and represented the initial contribution of Mr Lythgo and Mr Shadforth to the partnership. The Appeals Tribunal in Lombard Farms held that “the fact that an entity is provided a loan from a group member is not an irrelevant consideration… However, the mere fact that is an inter-group loan will not necessitate the conclusion that there is entitlement to de-grouping.”[44] The Commissioner submitted that “the fact that there were non-arm’s length transactions of a substantial nature has been held to be a key if not (self-executing) consideration so far as the question of connectedness is concerned”[45]. The decision in Crusher Holdings was also cited in support of this.
  14. [78]
    An important consideration is whether or not the party, which has borrowed the money, is financially dependent on the party, which has loaned the money. This is clear from the decision in Crusher Holdings Pty Ltd v Commissioner of Taxes (NT)[46] and the remitted decision in Lombard Farms[47]. In both those cases, financial dependence was found where the borrowing entity did not have the capacity to repay the loan. In the Lombard case, the lender also acted as group banker.
  15. [79]
    The findings in Boston Sales relate to two companies Tomahawk and Iconic, which were wholly owned by a Mr Harrison. It was held at para [49] of Boston Sales that “Measured against Iconic’s income and net asset position throughout 2007 to 2010, the loan from Tomahawk, the decision not to call in the loan and the payment of some racing expenses by Tomahawk was significant so far as Iconic’s activities were concerned. Fairly described, Iconic’s existence depended on ongoing good will from Tomahawk. The Tribunal must conclude that such a circumstance would not have transpired, or been able to subsist, had Mr Harrison not had ownership and control of each of Tomahawk and Iconic.”[48]
  16. [80]
    The applicants submitted that the loan from Shadforth Lythgo to the Irish McGann’s Partnership represented the capital contributions of the partners controlled by Mr Shadforth and Mr Lythgo and that they, as principals were entitled to call on such funds to be used for this purpose. The contributions were not material to Shadforth Lythgo’s business and were not material to Irish McGann’s Partnership business as they represented only 5% of the annual revenue for the business. The applicant also noted that the respondent has identified the fast diminishing relevance of these immaterial contributions.
  17. [81]
    This refers to a calculation made by the Commissioner that the loan represented 25% of partnership assets in the 2010 financial year, over 15% in the 2011 financial year, over 12% in the 2012 financial year and over 11.5% in the 2013 financial year. As mentioned, the loan was paid out on 15 May 2015 following payments into the partnership by the respective entities of Mr Shadforth and Mr Lythgo. 
  18. [82]
    The loan made by Shadforth Lythgo to the Irish McGann’s Partnership was clearly significant as it represented two-thirds of the initial funds contributed to the partnership, which was then used to purchase the partnership business. It represented the contributions of the partnership entities controlled by Mr Shadforth and Mr Lythgo and if the loan had not been provided by Shadforth Lythgo or if Shadforth Lythgo wished the loan to be repaid then the amount borrowed would need to be replaced by the partners.
  19. [83]
    There is no evidence that Shadforth Lythgo has acted as banker for Irish McGann’s Partnership, the loan balance has only had one movement over the years due to a repayment when it fell to $195,223.00. Each of the entities has their own bank accounts and their own loan facilities.
  20. [84]
    Having regard to the evidence from the accountant it would appear that there were circumstances such as the lack of bank accounts for the actual partners, which meant that the loan had to be made direct to Irish McGann’s Partnership by Shadforth Lythgo.
  21. [85]
    The partnership accounts show that the partnership had net assets in all years and from the 2011 year; there were sufficient partnership funds to pay out the loan to Shadforth Lythgo. This can be seen at page 5 of the Irish McGann’s partnership accounts for the year ended 30 June 2011[49]. This reflects the Commissioner’s observation of the fast diminishing nature of the loan.
  22. [86]
    Shadforth Lythgo has loaned a significant sum of money to the Irish McGann’s Partnership. There is no dependency though as there was always a requirement that those funds be made available to the partnership as the initial contributions by the partners controlled by Mr Shadforth and Mr Lythgo. There was also an ability of the partnership to repay the loan if necessary from its funds. This separates it from the situations in Lombard Farms and Crusher Holdings. Irish McGann’s partnership has in fact now repaid the loan.
  23. [87]
    Mr Lythgo and Mr Shadforth have given personal guarantees for both Shadforth Lythgo and the Irish McGann’s Partnership. Having regard to the fact that they have no personal ownership interests in either of these entities, those interests being held through trusts, there would be no assets of either Shadforth Lythgo or Irish McGann’s partnership which could be affected by a guarantee in respect of the other business.
  24. [88]
    The test set out in s 74(2) of the Act requires me to be satisfied that the businesses are carried on independently and that they are not connected. I am satisfied having regard to the above discussion that as there are no material connections in the business activities that they are carried on independently. While the loan is, a connection it is not a material connection as there is no dependence by the Irish McGann’s Partnership on Shadforth Lythgo in respect of it.
  25. [89]
    I am also satisfied that the businesses are not connected having regard to the individual control which the principals of the business of Shadforth Lythgo have in respect of the Irish McGann’s Partnership. Each of the individual controllers of Shadforth Lythgo has a 30% interest through their respective entities in the partnership and any decisions are required to be made jointly. The accepted evidence of Mr Shadforth and Mr Lythgo is that while having utilised funds from the business of Shadforth Lythgo in the partnership business they exercise their powers as individuals. Mr Lythgo and Mr Shadforth are also not involved in the day-to-day management of the partnership business and only operate at a strategic level.
  26. [90]
    While the same persons who control Shadforth Lythgo also have individual interests in the Irish McGann’s Partnership this does not result in a connection, which is material to the carrying on of the partnership business as there, is no evidence that there is any effect on the operation of the business as a result of these common connections.
  27. [91]
    I note that following the repaying of the loan by the Irish McGann’s Partnership to Shadforth Lythgo the Commissioner has on 4 November 2015 excluded Shadforth Lythgo from grouping with Irish McGann’s Partnership and Platinum 2224. This exclusion was from the date of repayment of the loan on 15 May 2015 and it was stated that regard was given to nature and degree of ownership and control.

Shadforth Lythgo and Platinum 2224

  1. [92]
    In determining whether the business of Shadforth Lythgo is carried on independently of, and not connected with, the business of Platinum 2224 consideration will first be given to each of the elements of s 74(3) and firstly, the nature and degree of ownership and control.
  2. [93]
    Tony Shadforth and Dean Lythgo are the ultimate owners in equal shares, through their respective entities, Marcosel Pty ltd and Hampgrove Pty ltd, and controllers as directors of Shadforth Lythgo. They are also responsible for the day-to-day management of the building and construction business operated by Shadforth Lythgo. Tony Shadforth through Marcosel Pty ltd, Dean Lythgo  through Hampgrove Pty Ltd and Peter Stark through Irish Stark Pty ltd with a related party of Peter Stark are the ultimate owners, through their entities, as to 25% each of Platinum 2224 which carries on the business of a hotel at Rainbow Beach. Tony Shadforth, Dean Lythgo and Peter Stark are the directors of Platinum 2224.
  3. [94]
    Marcosel Pty Ltd and Hampgrove Pty ltd are common shareholders for Shadforth Lythgo and Platinum 2224. This does not create any direct ownership or control interest by Shadforth Lythgo in regard to Platinum 2224. The evidence of Mr Shadforth and Mr Lythgo is that exercise their rights in regard to Platinum 2224 separately in that they each control a minority interest in the company and are one vote out of three at directors meetings.
  4. [95]
    The uncontested evidence of the directors of Platinum 2224 is that they are responsible for strategic and investment decisions with an employed manager being responsible for the day-to-day running of the hotel business. While the directors are ultimately liable in regard to the business of the company they are only involved in strategic decisions and this goes to the degree of control in terms of the matters for consideration.
  5. [96]
    While Mr Lythgo and Mr Shadforth have a common connection to both Shadforth Lythgo and Platinum 2224 this does not affect the carrying on of the business of Platinum 2224 in a material way. This connection does not result from any direct ownership interest between Shadforth Lythgo and Platinum 2224,  which would give Shadforth Lythgo itself any control over Platinum 2224 by the exercise of shareholder rights and each of them only effectively controls 25% of the shares of Platinum 2224 and they are each only one of three directors of the company. They are also only involved in strategic decisions of Platinum 2224 with day-to-day control being exercised by a manager.
  6. [97]
    The next matter for consideration is the nature of the businesses. While the businesses of Shadforth Lythgo and Platinum 2224 are in different locations and are not complementary with Shadforth Lythgo being a building company and Platinum 2224 operating a Hotel, there may be connections in the business activities which could show that the business are not independent.
  7. [98]
    There are some common dealings such as with banks and the accountant. The evidence though is that each of Shadforth Lythgo and Platinum have separate accounts with the bank and a separate retainer with the accountant. There has been some services provided by Shadforth Lythgo to Platinum 2224, these are accepted to be of a minor nature. There is also a small amount which appeared as a loan from Shadforth Lythgo to Platinum 2224.
  8. [99]
    There is no other evidence to show connection between the operations of the businesses in terms of one business either providing a service, such as administration to the other or sharing resources, such as premises or employees or intellectual property, with the other business. There is no sense that the business activities of Shadforth Lythgo and Platinum 2224 require the existence of the other to carry on. There is no part of either business, which the other is dependent on for its existence in any material way.
  9. [100]
    The other matters for consideration are those set out in the Commissioner’s Ruling PTA031.2. I note that some of these have already been considered above. There are guarantees given by the common directors but as discussed in relation to the Irish McGann’s Partnership as they do not personally have any ownership interests in the respective entities a guarantee given in respect of one entity could not affect the other entity. The financial statements show that there were also no funds provided by Shadforth Lythgo to Platinum 2224 to enable it to purchase the Hotel business it operates at Rainbow Beach
  10. [101]
    The test set out in s 74(2) of the Act requires me to be satisfied that the businesses are carried on independently and that they are not connected. I am satisfied, having regard to the above discussion that as there are no material connections in the business activities of Shadforth Lythgo and Platinum 2224 they are carried on independently.
  11. [102]
    I am also satisfied that the businesses are not connected having regard to the individual control which the principals of the business of Shadforth Lythgo have in respect of Platinum 2224. Each of the individual controllers of Shadforth Lythgo has a 25% shareholding through their respective entities in Platinum 2224. The accepted evidence of Mr Shadforth and Mr Lythgo is that they exercise their powers as individuals and not jointly in regard to Platinum 2224. Mr Lythgo and Mr Shadforth are also not involved in the day-to-day management of Platinum 2224’s business and only operate at a strategic level.
  12. [103]
    While the same persons who control Shadforth Lythgo also have individual interests in Platinum 2224 this does not result in a connection, which is material to the carrying on of Platinum 2224’s business, as there is no evidence that there is any effect on the operation of the business as a result of these common connections.
  13. [104]
    I note that following the repaying of the loan by the Irish McGann’s Partnership to Shadforth Lythgo the Commissioner has on 4 November 2015 excluded Shadforth Lythgo from grouping with Irish McGann’s Partnership and Platinum 2224. This exclusion was from the date of repayment of the loan on 15 May 2015 and it was stated that regard was given to the nature and degree of ownership and control. This shows that at that, time the Commissioner was satisfied that Shadforth Lythgo and Platinum 2224 were independent and not connected as this is required for exclusion as mentioned above. This was without any change in circumstances in respect of those two entities.

Irish McGann’s Partnership and Platinum 2224

  1. [105]
    In determining whether the business of Irish McGann’s Partnership is carried on independently of and not connected with the business of Platinum 2224, consideration will first be given to each of the elements of s 74(3) and firstly, the nature and degree of ownership and control. 
  2. [106]
    Dean Lythgo, Tony Shadforth, Peter Stark are the ultimate principal beneficiaries, through their entities, as to 30% each of the Irish McGann’s Partnership with Mr Nick Myers holding 10%.  Each of Dean Lythgo, Tony Shadforth and Peter Stark are their respective entities nominees in respect of the partnership and it is again noted that in accordance with clause 11.1 of the partnership deed the partners are required to act jointly in their decisions.
  3. [107]
    Dean Lythgo, Tony Shadforth and Peter Stark are the ultimate principal beneficiaries in respect of a 25% interest in Platinum 2224 with an entity associated with a family member of Mr Stark holding the other 25%. Dean Lythgo, Tony Shadforth and Peter Stark are the directors of Platinum 2224. It is noted that Peter Stark’s interest in both the Irish McGann’s Partnership and Platinum 2224 is owned by the same entity Irish Stark Pty Ltd ATF the Peter Stark family Trust.
  4. [108]
    There is no direct ownership interest between the Irish McGann’s Partnership and Platinum 2224 only the indirect interests described above.
  5. [109]
    The accepted evidence of Dean Lythgo, Tony Shadforth and Peter Stark is that they exercise decision-making control at a strategic level in respect of both Irish McGann’s Partnership and Platinum and they meet once a week or every fortnight to discuss the respective businesses. With the day-to-day management of the businesses being controlled by managers appointed by the entities.
  6. [110]
    It is clear that the same persons Dean Lythgo, Tony Shadforth and Peter Stark have overall control of the direction of the businesses of both Irish McGann’s Partnership and Platinum 2224. The managers who handle day-to-day operations for each entity are different people and the businesses are separated by many hundreds of kilometres. The entities are both in the same business so there would by necessity be decisions in regard to both businesses, which would be similar.
  7. [111]
    Is the connection in terms of common control a material one, which results in a connection between the carrying on of the businesses. In this case, it requires consideration of the connection between the business activities to illustrate whether or not there is a material connection.
  8. [112]
    Irish McGann’s Partnership and Platinum are both in the hotel business. The style of each hotel is different and they are geographically remote. They do not share any intellectual property, employees, or other resources, facilities or services, owned or controlled by either of them. There is though some common external services and suppliers which are common to both entities.
  9. [113]
    They use the same bank but have individual accounts and the same accountant but with separate retainers. They have their wages and invoices  paid by a common service provider, Global Hospitality. They both have their alcohol supplied by Carlton United Breweries and their soft drink by Coca Cola Amatil. These agreements are discussed above.
  10. [114]
    It is noted that the CUB agreement is with Platinum for the supply to both Irish McGann’s Partnership and Platinum. It is submitted on behalf of the applicants that alcohol is ordered, invoiced and paid separately and that each of the entities has a separate representative from CUB. Further, that any benefit in terms of rebates is calculated based on the sales of each business separately and is only dependent on the separate sales of each of the businesses. The Commissioner submits that the rebates available are as a result of the combined sales of the businesses and that if one of the businesses were to stop being part of the agreement then there would be a reduction in rebates to the remaining business and the possibility of Platinum needing to repay an amount to CUB.
  11. [115]
    The agreement with CUB was executed on 27 April 2014 by Peter Stark for an on behalf of Platinum 2224 Pty Ltd and it listed the Rainbow Beach Hotel and Irish McGann’s as venues with the venues being described as the Irish Rainbow Group. The decision to enter this agreement was not a decision made at the level of the hotel managers and has been made at the strategic level and purports to bind both Platinum 2224 and the Irish McGann’s Partnership to accept the supply of CUB products to their premises.
  12. [116]
    The sale of alcohol is a major part of both Irish McGann’s Partnership and Platinum 2224 business and a decision made at the strategic level has meant that each of the hotels is bound to sell a large proportion of one type of alcohol product, that is CUB. While there may be separate ordering, invoicing and payment, there is a particular rebate arrangement in place, which both businesses are bound to as a result of the agreement.
  13. [117]
    I am satisfied that this creates a material connection between the businesses and one that could have only been created at the level of common ownership or control.
  14. [118]
    In regard to Coca Cola Amatil, each of the businesses orders separately and there is only a common credit arrangement. While each of the businesses has the same service supplier for wages and invoicing this is a separate arrangement in each case.
  15. [119]
    The other matters for consideration are those set out in the Commissioner’s Ruling PTA031.2. I note that some of these have already been considered above. In regard to guarantees, again while each of the individuals, Dean Lythgo, Tony Shadforth and Peter Stark may give guarantees in respect of both businesses they do not have any individual ownership interests in those businesses which could be affected by a guarantee given in respect of the other business.
  16. [120]
    The test set out in s 74(2) of the Act requires me to be satisfied that the businesses are carried on independently and that they are not connected. There is in this case a material connection between the carrying on of the businesses in the terms of the agreement with CUB, which resulted from a decision at the strategic level, which shows that there is a material connection in terms of the ownership and control of the businesses. I am therefore not satisfied that the businesses of Irish McGann’s Partnership and Platinum 2224 are carried on independently and not connected.
  17. [121]
    I note that the Commissioner has on 4 November approved the exclusion of Irish McGann’s Partnership and Platinum 2224 as from 30 July 2015 consequent to the severing of the joint supply agreement with CUB on 30 July 2015.[50]

Exercise of s 74 discretion

  1. [122]
    For any one of the entities, Shadforth Lythgo, Irish McGann’s Partnership and Platinum 2224 to be excluded from the group it must be shown that the business of the one to be excluded is carried on independently of and not connected with the carrying on of any other member of the group. In regard to the business of Shadforth Lythgo, I am satisfied that it is carried on independently of and not connected with both the businesses of Irish McGann’s Partnership and Platinum 2224.
  2. [123]
    An exclusion order takes effect form the date stated in it which may be a date earlier than the date of the exclusion order in accordance with s 74(6) of the Act.  The applicant requested that any exclusion order be effective from 1 July 2011. It was submitted that having regard to the objects and purposes of the power, which is to overcome the unintended anomalies that arise from the very wide deeming provisions, the exclusion order should issue from the earliest date at which the applicant satisfies the Tribunal that they meet the requirements to be entitled to relief by exclusion.
  3. [124]
    The Commissioner submitted that payroll tax was validly imposed for the assessment periods up to the date of the application that any order made should be prospective only, and that therefore 1 July 2011 is not an appropriate date for the order to take effect. Further, that if the Tribunal is satisfied as to the requirements of s 74 of the Act only on the basis of events or evidence provided post the date of the application then the date should be the date of the hearing and the earliest date should be the date of the application.
  4. [125]
    There is a discretion to make an exclusion order which has effect, on a date earlier than the date of the order. I agree with the applicants that if the section is to serve its purpose then any order must be able to take effect from the date as of which the test is satisfied. While payroll tax was validly imposed as a result of the grouping provisions, if it can be shown that a member of the group should not be part of the group then that member and the group should get the benefit of exclusion from the earliest possible time. This ensures having regard to the Commissioner’s submission that the effective date of the order, is not prior to the events which result in the satisfaction of the test.
  5. [126]
    In this case the only relevant consideration was the loan made by Shadforth Lythgo to Irish McGann’s Partnership in 2009 and I am satisfied that the making of this loan did not result in Irish McGann’s Partnership being dependent upon Shadforth Lythgo and therefore the exclusion order should be made as from the date requested, 1 July 2011. It is noted in regard to Platinum 2224 that it did not commence incurring payroll tax until 19 November 2013 and so the effective date in respect of it must be that date.
  6. [127]
    Any decision made by me to set aside the decisions on objection and require that the Commissioner issue an exclusion order will result in reassessment of payroll tax assessments made in respect of the group comprising Shadforth Lythgo, Irish McGann’s Partnership and Platinum 2224. This may create an entitlement to a refund of tax or late payment interest (the overpaid amount) and if so, the Tribunal may order the Commissioner to pay interest on such amount in accordance with s 61 of the Taxation Administration Act 2001.
  7. [128]
    The applicants have requested that the Tribunal exercise its discretion, in regard to interest. It is submitted that the Commissioner collects interest on any underpayments and she has retained funds and used the applicant’s monies for a considerable time. If an exclusion order affects that situation, then interest should follow. The Commissioner submitted that the applicants were properly grouped and that there has been no undue delay in this case. It was noted on behalf of the Commissioner that there is a new provision which enables the payment of interest by the Commissioner where an objection involves lengthy periods to reach a decision due to complex facts and issues.
  8. [129]
    I note that the original application to exclude was made on 11 August 2014 and this matter is now being finalised in April 2016. There has not been undue delay but clearly there were complicated facts and issues and so interest should be paid.
  9. [130]
    There has been no request for costs in respect of these applications by the applicants. Therefore there will be no order as to costs.

Orders

  1. [131]
    There are separate applications to review in respect of each of the applicants and so separate orders are required.

GAR098-15 Shadforth Lythgo

  1. [132]
    The Tribunal sets aside the decision of the Commissioner in regard to Shadforth Lythgo Pty ltd.
  2. [133]
    The objection of Shadforth Lythgo Pty ltd is allowed.
  3. [134]
    The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Shadforth Lythgo Pty Ltd from any group with Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) with the effective date being 1 July 2011.
  4. [135]
    The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Shadforth Lythgo Pty Ltd from any group with Platinum 2224 Pty Ltd with the effective date being 19 November 2013.
  5. [136]
    The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  6. [137]
    There is no order as to costs.

GAR099-15 Platinum 2224 Pty Ltd

  1. [138]
    The Tribunal sets aside the decision of the Commissioner in regard to Platinum 2224 Pty Ltd.
  2. [139]
    The objection of Platinum 2224 Pty Ltd is allowed in part.
  3. [140]
    The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to exclude Platinum 2224 Pty Ltd from any group with Shadforth Lythgo Pty Ltd with the effective date being 19 November 2013.
  4. [141]
    The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  5. [142]
    There is no order as to costs.

GAR100-15 Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd atf the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust)

  1. [143]
    The Tribunal sets aside the decision of the Commissioner in regard to Irish McGann’s Partnership (comprising Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust).
  2. [144]
    The objection of Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) is allowed in part .
  3. [145]
    The Commissioner must issue an exclusion order under s 74(1) of the Payroll Tax Act 1971 to Irish McGann’s Partnership (comprising  Irish Lythgo Pty Ltd ATF the Dean Lythgo Family Trust (No.2) and Irish Shadfroth Pty Ltd ATF the Tony Shadforth Family Family Trust (No.2 and Irish Stark ATF for the Peter Stark Family Trust) from any group with Shadforth Lythgo Pty Ltd with the effective date being 1 July 2011.
  4. [146]
    The Commissioner must pay interest at the prescribed rate in respect of any overpaid amount resulting from a reassessment giving effect to this decision in accordance with s 61 of the Taxation Administration Act 2001.
  5. [147]
    There is no order as to costs.

Footnotes

[1] S10 of the Payroll Tax Act 1971

[2] S52 of the Payroll Tax Act 1971

[3] S 71 of the Payroll Tax Act 1971

[4] S73 of the Payroll Tax Act 1971

[5] S 74 of the Payroll Tax Act 1971

[6] S 19(c) of the Queensland Civil and Administrative Tribunal Act 2009

[7] S 71(3)(a) of the Taxation Administration Act 2001

[8] S 71(2) of the Taxation Administration Act 2001

[9] S 71(3)(b) of the Taxation Administration Act 2001

[10] S73 of the Taxation Administration Act 2001

[11] S20(1) of the QCAT Act

[12] S21 of the QCAT Act

[13] S24(2) of the QCAT Act

[14] S66 of the Payroll Tax Act 1971 refers to the Corporations Act section 9

[15] (1978) 8 ATR 477 at 486

[16] [2013] NSWADTAP 42 at [50] to [51]

[17] Boston Sales and Marketing Pty Limited v Chief Commissioner of State Revenue [2014] NSWCATAD 139 at [24]

[18] Mead Packaging at 486

[19] 2008 ATC 8048 at 8053

[20] Chief Commissioner of State Revenue v Seovic Civil Engineering Pty Ltd [2014] NSWCATAP 94 at [35]

[21] [1983] 1 NSWLR 223 at 229-230

[22] 2001 ATC 4386 at [14]

[23] (1998) 40 ATR 416

[24] (1997) 69 SASR 275

[25] (1981) 12 ATR 406

[26] Boston Sales at [26]

[27] 81 ATC 4576 at 4578

[28] (1983) 13 ATR 14

[29] [2011] VSC 104

[30] ASIC search at 569 to 572 of exhibit 4

[31] Exhibit 1 at [5]

[32] Exhibit 2 at [5]

[33] Exhibit 1 at [7]

[34] Exhibit 1 at [24] to [27]

[35] Exhibit 1 at [28] to [31]

[36] Exhibit 4 at page 159

[37] Exhibit 6 at 1(b)(1) and (ii)

[38] Exhibit 3 para [65]

[39] Exhibit 2 para [24] and [25]

[40] Exhibit 4 para [42] and [43]

[41] Exhibit 1 para [45]

[42] Exhibit 2 para [36] and [35]

[43] Exhibit 3 para [53] and [54]

[44] Lombard Farms Pty ltd v Chief Commissioner of State Revenue [2013] NSWADTAP 41 at para [71]

[45] Boston Sales and Marketing Pty Limited v Chief Commissioner of State Revenue [2-14] NSWCATAD 139 at [51]

[46] (1994) 29 ATR 156

[47] Lombard Farms Pty ltd v Chief Commissioner of State Revenue [2013] NSWADTAP

[48] Boston Sales at 49

[49] Exhibit 3

[50] Exhibit 7

Close

Editorial Notes

  • Published Case Name:

    Shadforth Lythgo Pty Ltd v Commissioner of State Revenue; Platinum 224 Pty Ltd v Commissioner of State Revenue; Irish McGann's Partnership v Commissioner of State Revenue

  • Shortened Case Name:

    Shadforth Lythgo Pty Ltd v Commissioner of State Revenue

  • MNC:

    [2016] QCAT 539

  • Court:

    QCAT

  • Judge(s):

    Member Allen

  • Date:

    12 Apr 2016

Appeal Status

Please note, appeal data is presently unavailable for this judgment. This judgment may have been the subject of an appeal.

Cases Cited

Case NameFull CitationFrequency
Commissioner of Pay-roll Tax (NSW) v R G Elsegood & Co Pty Ltd [1983] 1 NSWLR 223
2 citations
Jump To
Cite 1 - [1983] 1 NSWLR 223
Cite 2 - [1983] 1 NSWLR 223
Commissioner of Stamps v Garrett F Hunter Pty Ltd (1997) 69 SASR 275
2 citations
Jump To
Cite 1 - (1997) 69 SASR 275
Cite 2 - (1997) 69 SASR 275
Commissioner of State Revenue (WA) v Artistic Pty Ltd [2008] ATC 8048
2 citations
Jump To
Cite 1 - [2008] ATC 8048
Cite 2 - [2008] ATC 8048
Commissioner of State Taxation v Scotford Cameron & Middleton Pty. Ltd. (1981) 81 ATC 4,576
1 citation
Jump To
Cite 1 - (1981) 81 ATC 4,576
Conte Mechanical and Electrical Services Pty Ltd v Commissioner of State Revenue [2011] VSC 104
2 citations
Jump To
Cite 1 - [2011] VSC 104
Cite 2 - [2011] VSC 104
Crusher Holdings Pty Ltd v Commissioner of Taxes (NT) (1994) 29 ATR 156
1 citation
Jump To
Cite 1 - (1994) 29 ATR 156
Denham Constructions Pty Ltd v Chief Commissioner of State Revenue (1998) 40 ATR 416
2 citations
Jump To
Cite 1 - (1998) 40 ATR 416
Cite 2 - (1998) 40 ATR 416
Lombard Farms Pty Ltd v Chief Commissioner of State Revenue [2013] NSW ADTAP 42
3 citations
Jump To
Cite 1 - [2013] NSW ADTAP 42
Cite 2 - [2013] NSW ADTAP 42
Cite 3 - [2013] NSW ADTAP 42
Lombard Farms Pty ltd v Chief Commissioner of State Revenue [2013] NSWADTAP 41
1 citation
Jump To
Cite 1 - [2013] NSWADTAP 41
Marketing Pty Limited v Chief Commissioner of State Revenue [2014] NSWCATAD 139
5 citations
Jump To
Cite 1 - [2014] NSWCATAD 139
Cite 2 - [2014] NSWCATAD 139
Cite 3 - [2014] NSWCATAD 139
Cite 4 - [2014] NSWCATAD 139
Cite 5 - [2014] NSWCATAD 139
Mead Packaging (Aust) Pty Ltd v Commissioner of Pay-roll Tax (1978) 8 ATR 477
3 citations
Jump To
Cite 1 - (1978) 8 ATR 477
Cite 2 - (1978) 8 ATR 477
Cite 3 - (1978) 8 ATR 477
Muir Electrical Co Pty Ltd & Ors v Commissioner of State Revenue (Vic) [2001] ATC 4386
2 citations
Jump To
Cite 1 - [2001] ATC 4386
Cite 2 - [2001] ATC 4386
Payroll-roll tax (Qld) v John French Pty ltd (1983) 13 ATR 14
2 citations
Jump To
Cite 1 - (1983) 13 ATR 14
Cite 2 - (1983) 13 ATR 14
Revenue v Seovic Civil Engineering Pty Ltd [2014] NSWCATAP 94
2 citations
Jump To
Cite 1 - [2014] NSWCATAP 94
Cite 2 - [2014] NSWCATAP 94
State Taxation (WA) v Scotford Cameron & Middleton Pty Ltd (1981) 12 ATR 406
2 citations
Jump To
Cite 1 - (1981) 12 ATR 406
Cite 2 - (1981) 12 ATR 406

Cases Citing

Case NameFull CitationFrequency
Beaumont Constructions Pty Ltd v Commissioner of State Revenue [2020] QCAT 526 citations
Latitude North Hotels Pty Ltd v Commissioner of State Revenue [2021] QCAT 163 citations
Telgrove Pty Ltd t/as P & E Francis Plant Hire v Commissioner of State Revenue [2019] QCAT 1993 citations
1

Require Technical Assistance?

Message sent!

Thanks for reaching out! Someone from our team will get back to you soon.

Message not sent!

Something went wrong. Please try again.