An appeal against HMRC’s refusal of a stamp duty land tax repayment claim was allowed, as part of the consideration for a land transaction under a sale agreement that was not subsequently paid was held to be contingent.   

The appellant (PBL) was a special purpose vehicle incorporated for the purpose of purchasing and holding (but not developing) Chelsea barracks. PBL purchased the barracks from the Ministry of Defence (MoD) through a sealed bid deadline tender process at a price of £959 million. It exchanged contracts with the Secretary of State for Defence on 5 April 2007. A 20% deposit of £191,800,000 was paid on exchange of contracts. The balance of the price was to be paid in four equal tranches of £191,800,000 payable on 31 January 2008, 2 February 2009, 1 February 2010 and 31 January 2011. Completion of the purchase was postponed by the contract until 31 January 2008 to allow the MoD to re-house troops from the barracks.