Rosehill Racecourse Company v Commissioner of Stamp Duties (NSW) [1905] HCA 57

axa, federal" 4 sone OF AUSTRALIA. 393,

(HIGH COURT OF AUSTRALIA.]

THE ROSEHILL RACECOURSE COMPANY . APPELLANTS ;

AND THE COMMISSIONER OF STAMP DUTIES | REAPONDENT, (NEW SOUTH WALES) . i ' J

ON APPEAL FROM THE SUPREME COURT OF NEW SOUTH WALES.

Sump Duties Act (N.S. W.) (No. 27 of 1898), sec. 4, Sch. II.—Transfer or eonvey- H.C. oF A

'ance of land on sale—Land userl a8 racecourse—Duty payable on consideration 904 for conveyance—Business and goodwill. ee By seo. 4, Sch. II. of the Stamp Duties Act 1898, ad valorem duty is payable Sypvey,

on the amount or value of the consideration for a transfer or conveyance of eh ar 13,

property on sale.

By a transfer under the Real Property Act 1900, a company, the pro- Garton and'

prietors of land used by them as a racecourse, conveyed the land toa new Connor JJ. company for £10,000, which was admitted to be a fair value for the land alone, By a separate agreement, which was only liable as such to a fixed duty which had been paid, the vendors, for the consideration of 32,792 fully paid up I shares in the new company, agreed to transfer to the new company, in addition to the land, their undertaking, name, business, and goodwill. The vendors had been carrying on race meetings on the land under a licence from the Australian Jockey Club, on certain specified dates in the year, appointed by that Club, 'This privilege was the exclusive right of the old company asa race club, and was not attached to the ownership of the particular land. 'The Australian Jockey Club had agreed to transfer to the new company the rights of the old company in this respect. 'The evidence showed that this licence was of great value inasmuch as it was practically impossible without it to carry on race meetings with success in New South Wales.

Held, on the facts, that the undertaking, business, and goodwill were separable from the land, and, having been separately dealt with by the parties as a matter of contract, did not pass by the conveyance, and that, therefore, ad valorem stamp duty was only payable on £10,000, the considera-