Oliver Hume Property Funds (Broad Gully Rd) Diamond Creek Pty Ltd v Commissioner of State Revenue [2024] VSCA 175

Background

This matter concerned a taxpayer’s appeal from an earlier decision of the Tribunal. The taxpayer was a special purpose vehicle established for the purpose of a property development project. In 2014, the taxpayer issued 1.8 million shares to 18 investors.

Issue

Whether the investors acquired their interests in the taxpayer landholder via an ‘associated transaction’, and therefore the acquisition of shares by the 18 investors constituted a ‘relevant acquisition’ for the purposes of s78(1)(a)(ii)(C) of the Duties Act 2000. 

Relevantly, acquisitions are ‘associated transactions’ if they ‘form, evidence, give effect to or arise from substantially one arrangement, one transaction or one series of transactions’.

Decision

On 8 August 2024, the Court of Appeal decided the matter in favour of the Commissioner. It found the acquisitions of shares were associated transactions.

The objective facts, when considered together, supported a finding that the acquisitions formed, evidenced, gave effect to or arose from substantially one arrangement, or alternatively one series of transactions.

This was regardless of whether the acquirers were personally acquainted with one another or whether they regarded themselves as independent subscribers.