Satterley Property Group Pty Ltd v Federal Commissioner of Taxation [2024] FCA 421

Federal Court of Australia

Satterley Property Group Pty Ltd v Federal Commissioner of Taxation [2024] FCA 421 File numbers: WAD 81 of 2022 WAD 64 of 2023

Judgment of: BESANKO J

Date of judgment: 26 April 2024

Catchwords: TAXATION — two appeals under s 14ZZ of the Taxation Administration Act 1953 (Cth) — where applicant lodged two objections to its income tax assessment for the 2020 income year and where the respondent did not allow the objections — whether pursuant to s 8-1(1) or, in the alternative, s 40-880 of the Income Tax Assessment Act 1997 (Cth) the applicant may deduct Top-Up Payments which it paid to investors — whether the Top-Up Payments are on capital account or revenue account — whether the Top-Up Payments formed part of the consideration paid by the applicant for shares — consideration of the share sale agreement — whether extrinsic evidence may be considered to resolve alleged ambiguity in a contract — consideration of the applicant's business model — whether the Top-Up Payments were made for the sole purpose of preserving goodwill

Legislation: Income Tax Assessment Act 1997 (Cth) ss 8-1, 40-880, 104-10, 105-25, 108-5, 110-25 Taxation Administration Act 1953 (Cth) ss 14ZZ, 14ZZO

Cases cited: Ausnet Transmission Group Pty Ltd v Federal Commissioner of Taxation [2015] HCA 25; (2015) 255 CLR 439 Clough Limited v Commissioner of Taxation [2021] FCAFC 197 Codelfa Construction Pty Ltd v State Rail Authority of NSW [1982] HCA 24; (1982) 149 CLR 337 Commissioner of Taxation v Healius Ltd [2020] FCAFC 173; (2020) 281 FCR 57 Commissioner of Taxation v Sharpcan Pty Ltd [2019] HCA 36; (2019) 269 CLR 370 Federal Commissioner of Taxation v Murry [1998] HCA 42; (1998) 193 CLR 605 Federal Commissioner of Taxation v Snowden & Willson Pty Ltd [1958] HCA 23; (1958) 99 CLR 431 Haberle Crystal Springs Brewing Co v Clarke (1929) 2 F 2d 219 Hallstroms Pty Ltd v Federal Commissioner of Taxation [1946] HCA 34; (1946) 72 CLR 634 Inland Revenue Commissioners v Muller & Co's Margarine Ltd [1901] AC 217 Magna Alloys & Research Pty Ltd v Federal Commissioner of Taxation [1980] FCA 150; (1980) 33 ALR 213 Ronpibon Tin NL v Federal Commissioner of Taxation [1949] HCA 15; (1949) 78 CLR 47 Sun Newspapers Ltd v Federal Commissioner of Taxation [1938] HCA 73; (1938) 61 CLR 337