Key Facts
- •Cobalt Data Centre 2 LLP and another (taxpayers) appealed against HMRC's denial of enhanced capital allowances (EZAs) for expenditure on constructing buildings (DC2 and DC3) in an enterprise zone.
- •The expenditure was incurred more than 10 years but less than 20 years after the site's inclusion in the zone.
- •The taxpayers relied on a 'golden contract' made within the initial 10-year period, allowing for selection from alternative projects and subsequent changes.
- •DC2 and DC3 differed significantly from the original contract's specifications.
- •HMRC argued the changes constituted a new agreement, outside the 20-year time limit for EZAs.
- •The taxpayers countered that the changes were variations of the original contract, not replacements.
Legal Principles
Construction of statutes requires a purposive approach, considering the transaction's nature and the provision's intended application.
Rossendale Borough Council v Hurstwood Properties (A) Ltd [2021] UKSC 16; Barclays Mercantile Business Finance Ltd v Mawson [2004] UKHL 51; Collector of Stamp Revenue v Arrowtown Assets Ltd [2003] HKCFA 46
The general rule is that capital expenditure is incurred when there's an unconditional obligation to pay.
Capital Allowances Act 2001, section 5
Whether a contractual alteration is a variation or replacement depends largely on the parties' objectively ascertained intention, but there are limits to this autonomy.
Morris v Baron & Co [1918] AC 1; British and Beningtons Ltd v North Western Cachar Tea Co Ltd [1923] AC 48; Plevin v Paragon Personal Finance Ltd (No 2) [2017] UKSC 23
Outcomes
Appeal dismissed.
The relevant expenditure was not incurred under a contract made within the initial 10-year period, as required by section 298(1)(b). The changes to the golden contract, leading to the construction of DC2 and DC3, were not simply variations within the scope of the original contract's permitted changes, nor did the construction of these buildings fall within the original contract's commitments at the 10-year mark.