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RIG Holdings v Aeroflex Test Solutions Ltd, Queen’s Bench Division, 25 June 2009
The seller sold shares to the defendant. A tax deed was entered into in conjunction with the sale.
The claimant, who was the seller’s assignee, brought proceedings alleging that money was due under the deed.
A dispute arose as to how the tax should be calculated under the deed, in particular how earlier years losses would pass to the seller.
The problem was that the defendant changed its accounting date to bring it into line with its American parent company. This meant that no losses were available to the claimant for the period covered by the deed.
Mr Justice Jack said that it was not a breach of the deed to change the accounting period, but that it could be ignored for the purpose of the deed.
The claim was dismissed.
