Commissioner of State Revenue v Placer Dome Inc [2018] HCA 59

HIGH COURT OF AUSTRALIA

KIEFEL CJ, BELL, GAGELER, NETTLE AND GORDON JJ

COMMISSIONER OF STATE REVENUE APPELLANT

AND

PLACER DOME INC (NOW AN AMALGAMATED ENTITY NAMED BARRICK GOLD CORPORATION) RESPONDENT

Commissioner of State Revenue v Placer Dome Inc [2018] HCA 59 5 December 2018 P6/2018

ORDER

1. Appeal allowed.

2. The Order of the Court of Appeal of the Supreme Court of Western Australia made on 11 September 2017 be set aside and, in its place, it is ordered that the appeal to that Court be dismissed with costs.

3. The respondent pay the appellant's costs of this appeal.

On appeal from the Supreme Court of Western Australia

Representation

N C Hutley SC with B L Jones for the appellant (instructed by State Solicitor's Office (WA))

N J Young QC with A C Willinge for the respondent (instructed by Ernst & Young Law Pty Ltd)

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Commissioner of State Revenue v Placer Dome Inc

Stamp duties – Land-holding corporations – Acquisition of controlling interest – Whether corporation a "listed land-holder corporation" within meaning of Pt IIIBA of Stamp Act 1921 (WA) – Whether value of land to which corporation entitled 60 per cent or more of value of property to which it was entitled – Valuation methodologies – Whether corporation had legal goodwill – Meaning of legal goodwill – "Added value" approach to goodwill considered – Going concern value and goodwill distinguished.

Words and phrases – "acquisition", "assessment", "controlling interest", "custom", "discounted cash flow methodology", "going concern value", "goodwill", "listed land-holder corporation", "net asset value multiple", "property", "sources of goodwill", "stamp duty", "synergies", "top down".