The appellant sold his shares in a company on 18 December 2009. On the previous day, the appellant had entered into an agreement with the company, whereby the appellant purchased assets from the company for £297,638. The agreement stated that the purchase price for the assets was to be left outstanding at completion as a debt payable on demand by the appellant to the company.

The share purchase agreement stated: “The [share buyer] undertakes it shall not and undertakes to procure that the [company] shall not seek to recover the Assumed Liability from any of the Sellers or their Associates” (the ‘Assumed Liability’ meant the appellant’s liability to pay the company £297,638 to be assumed by the share buyer). The assumption of the liability was effected by deed, which provided that the company consented to the assumption of the liability, and its discharge by way of set-off against an intra-group loan between the