The UK’s highest court has allowed The Tower One St George Wharf Limited to challenge the Court of Appeal’s December 2025 ruling that upheld an GBP 8 million SDLT charge by triggering the powerful anti-avoidance rule in section 75A FA 2003 on a GBP 200 million Vauxhall tower transfer.
The UK Supreme Court has granted the Tower One St George Wharf Limited permission to appeal in a high‑value stamp duty land tax (SDLT) dispute with HMRC concerning the transfer of a central London residential property. The appeal will focus on the Court of Appeal’s interpretation and application of the anti‑avoidance provision in section 75A FA 2003.
The case arises from a series of intra‑group transactions carried out on 5 July 2011 involving a 50‑storey tower in Vauxhall with a book cost of about GBP 30 million and a market value of around GBP 200 million. As part of the arrangement, St George (South London) Limited granted a 999‑year lease to Berkeley Sixty‑Four Limited (B64) for roughly GBP 30.2 million. The appellant then bought B64’s shares for approximately GBP 170 million, after which B64 transferred the lease to the appellant at its carrying value.
HMRC assessed the appellant to SDLT of GBP 8 million, calculated at 4% of the GBP 200 million market value, relying on section 53 of the Finance Act 2003, which substitutes market value as the chargeable consideration for certain transfers between connected companies. The taxpayer argued that the “Case 3” exception in section 54(4) applied because the transfer was a distribution of assets. HMRC contended that a provision in section 54(4)(b) prevented that exception from applying, as group relief had been “claimed” in relation to an earlier transaction within the preceding three years.
In its December 2025 judgment, the Court of Appeal agreed with the taxpayer that a “claim” for group relief must be valid and effective, meaning the proviso was not triggered because the earlier claim did not qualify. However, the court rejected the argument that the statutory three‑year period excluded transactions earlier on the same day.
Despite partially succeeding on section 54, the taxpayer’s appeal was dismissed. The Court of Appeal held that section 75A FA 2003 applied because the series of “scheme transactions” resulted in less tax than would have been payable on a notional direct transfer. It concluded that the notional transaction would not have qualified for group relief, that the Case exception could not apply to a bare trustee, and that the chargeable consideration under section 75A(5) included the aggregate of the share purchase price and lease premium.
The Supreme Court will now consider both grounds of appeal relating to section 75A, revisiting the scope of the SDLT anti‑avoidance rules in complex corporate property transactions.
