Davis Investments Pty Ltd v Commissioner of Stamp Duties (NSW)

100 CLR 392
1958 - 0509B - HCA

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(Judgment by: McTiernan J)

Between: Davis Investments Pty Ltd
And: Commissioner of Stamp Duties (NSW)

Court:

Judges: Dixon CJ

McTiernan JWebb J
Kitto J
Taylor J

Subject References:
Corporations
Share transfer
Consideration
Taxation and Revenue

Legislative References:
Stamp Duties Act 1920 (NSW) - s 41; s 66

Hearing date: 3 December 1957; 4 December 1957; 5 December 1957; 1958 December 1957
Judgment date: 9 May 1958

SYDNEY

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Judgment by:
McTiernan J

I agree that this appeal should be dismissed.  

The fact that the appellant became the sole shareholder of the company which is vendor may explain why it sold the assets included in the agreement, in question, at a price so much less than their value.  But I am unable to conclude from the relationship of the appellant to the vendor that the "purchase price" which is stipulated in the agreement does not represent the only consideration in money or money's worth upon which the agreement was made.  The agreement is in form and substance one for the sale of the assets at the "purchase price"  stipulated (cf.  Cormack's Trustees v  Commissioners of Inland  Revenue). ^[F5]   It is liable for duty as an agreement for sale.  By reason of s. 41 (1)  it is chargeable as if it were a conveyance. I think that it is not possible to find that the agreement was made upon any consideration other than the price stipulated therein.  In this view it is liable for the duty prescribed by s. 66 (3A).  The facts in the case of Archibald Howie Pty  Ltd  v  Commissioner of Stamp Duties (N.S.W.) ^[F6] are entirely different.  This case is, in my opinion, of no assistance to the appellant.