Payroll & Pension Services (PPS Umbrella Company) Limited v The Commissioners for HMRC

Introduction

1. The documents provided to the Tribunal before the hearing were as follows: (1) a hearing bundle containing documents and authorities (3185 pages); (2) a supplementary hearing bundle (71 pages); (3) a separate authorities bundle (1048 pages); (4) skeleton arguments from both of the parties; (5) HMRC’s letter to the Tribunal dated 9 January 2026 enclosing three orders of the High Court; (6) those three High Court orders (dated 28 November 2025, 3 December 2025, 10 December 2025).

2. The supplementary bundle contained witness statements served late but the parties were content for them to be admitted. To the extent that any further decision is required by me in relation to the late evidence, I duly admit them as it is clearly relevant to the matters I have to decide and there is no compelling reason for me to exclude any of the late evidence.

3. Also provided but not thought directly relevant to the hearing were: (1) the Tribunal’s letter of 4 September 2025; (2) an application by HMRC dated 8 January 2026 to rely on a second witness statement of Ms Charlotte Potter; and (3) the Tribunal’s letter of 20 February 2026. Outline

4. The primary purpose of the hearing was to consider the Appellant company’s application (made 24 June 2025) for a stay of the appeal pending the determination of its application to the High Court in related proceedings.

5. In addition, HMRC have since (on 8 January 2026) made an application for the provision of further information from the Appellant in relation to the Appellant’s grounds of appeal.

6. Both applications were vigorously opposed by the other party.

7. For the reasons that follow, I have decided that: (1) the appeal is stayed pending the final determination of the preliminary hearing in the Undertaking Application; and (2) HMRC’s application for further information in relation to the future conduct of the appeal is refused. Background to the case The Appellant and its business

8. The sole director of the Appellant is Mr Ajibola.

9. The Appellant operated as what is often referred to as an “Umbrella Company”. (1) Such businesses typically work in the sphere of temporary and contract workers, where individuals provide their labour on short-term to medium-term contracts. I use the word “labour” in the broadest sense so as to cover both manual and non-manual labour. (2) The ultimate beneficiaries of the workers’ services are generally referred to as the “End Users”. (3) The End Users will recruit the workers via agencies. (4) An Umbrella Company will then supply the workers to the agencies.

10. One of the roles undertaken by an Umbrella Company is that it (if and when appropriate) operates a payroll in relation to the workers.

11. End users pay for the workers’ services by paying the agencies which, after deducting a fee, pay the Umbrella Company. The Umbrella Company then pays the workers after deducting its own fee and any other sums due to be deducted from the workers’ pay.

12. In the case of the Appellant, the workers can be divided into two categories: (1) those whom the Appellant treated as its employees; and (2) those whom the Appellant treated as self-employed individuals, who provided their services to the Appellant in the course of a trade or profession being carried on by them.

13. For the workers in the former category, the Appellant deducted PAYE and National Insurance Contributions (“NIC”) from the payments it made to the workers. The PAYE and NIC were accounted for to HMRC and I understand that there is no dispute in relation to those individuals.

14. For the workers in the latter category, consistent with the Appellant’s treatment of them as self-employed individuals, no PAYE or NIC deductions were made. This approach has attracted the attention of HMRC.

15. Many of those workers submitted tax returns, reflecting their income as self-employed individuals, prepared by Tarfs Accountants (Tax Auditing and Financials Solutions Accounts) Ltd, of which Mr Ajibola is the sole director and shareholder.

16. An investigation into the Appellant’s affairs commenced in September 2022. On 19 May 2023, that investigation seemingly came to an end when the HMRC officer with whom Mr Ajibola had been in correspondence sent an e-mail saying: This is an email to confirm I have no further queries at this time. This does not inhibit HMRC’s right to raise enquiries for subsequent periods should risks be identified that require investigation.

17. However, on 10 November 2023 (and reissued on 23 August 2024), HMRC made the following decisions covering the Appellant’s potential exposure to PAYE and NIC for the 2017-18 to 2023-24 tax years: (1) determinations under regulation 80 of the PAYE Regulations in relation to underpaid PAYE: total due £13,748,978.99; (2) a decision under section 8 of the Social Security Contributions (Transfer of Functions etc) Act 1999 in relation to underpaid primary Class 1 NIC: £8,383,612.23 (after deducting a credit of £454,825.46 actually paid); and (3) a decision under section 8 in relation to underpaid secondary Class 1 NIC: £7,390,282.54 (after deducting a credit of £607,715.90 actually paid).

18. It is those three decisions that are the subject of the appeal before this Tribunal, that appeal being the subject of the present stay application. The Insolvency Act proceedings

19. In the course of their investigation, which apparently continued beyond or was perhaps resurrected after the 19 May 2023 e-mail, HMRC formed the view that the Appellant was carrying out a fraud. On the basis of that conclusion: (1) on 26 October 2023, HMRC issued a petition for the winding up of the company, alleging a debt owed to HMRC in relation to secondary NIC; and (2) on 27 October 2023, HMRC made a without notice application to the High Court for the appointment of provisional liquidators. That application was made under the Insolvency Act 1986 , section 135 and was based on the petition of the previous day.

20. The application was heard on 2 November 2023 (and then adjourned to 9 November 2023). On 9 November 2023, the Judge hearing the application (Mr Steven Gasztowicz KC, sitting as a High Court judge) granted HMRC’s application (with the order being made on 10 November 2023).

21. Schedule 3 to the Court’s order of 10 November 2023 provided that HMRC would comply with any order made by the Court should the Court decide that: (1) the appointment of the Provisional Liquidators caused loss to the Appellant; and that (2) the Appellant should be compensated for that loss.

22. The actual wording of Schedule 3 is: The Applicant undertakes that: If the court later finds that this order has caused loss to the Company, and decides that the Company should be compensated for that loss, the Applicant will comply with any order the court may make.

23. HMRC appealed against the inclusion of Schedule 3 as a part of the Court’s order, but this appeal was subsequently dismissed by the Court of Appeal.

24. The Provisional Liquidators took possession of the Appellant’s assets at the time of their appointment, including over £1.8m held in bank accounts as well as documentation and electronic devices.

25. On 22 January 2024, Mr Ajibola applied for the discharge of the order appointing the Provisional Liquidators and the underlying petition. That application was heard over three days in June 2024 by Mr David Halpern KC sitting as a deputy High Court Judge, with judgment handed down on 19 July 2024.

26. In his judgment, Mr Halpern KC declined to rule on Mr Ajibola’s application in relation to the appointment of the Provisional Liquidators. Instead, he considered his task to be either to wind up the company (on the basis of the petition) or to dismiss the petition: either way, the appointment of the Provisional Liquidators would prove to be academic. In the end, he dismissed the petition.

27. However, it cannot be said that the Judge was giving a ringing endorsement of the Appellant’s previous conduct. For example, at [18], the Judge commented: I am satisfied that the four sources of evidence relied on by HMRC are strong prima facie evidence of a fraud which was committed by the Company (acting by Mr Ajibola) or in which the Company at least participated. I am satisfied that the Company has produced documents which contradict one another and it does not appear that this was attributable to innocent error or mere incompetence. I do not accept Mr Ajibola’s attempt to excuse the Company’s conduct in producing these contradictory documents (see paragraph 14 above). However, what is less clear is whether this was an apparent fraud by the Company alone or whether it was perpetrated in conjunction with the Workers and/or the Agencies. No Workers or Agencies are before the court and hence they have had no opportunity to explain themselves. Further, I would be reluctant to make a final finding of dishonesty without Mr Ajibola having the opportunity to give oral evidence.

28. The principal reason why the Judge dismissed the petition was that he concluded (at [33]) that there was a bona fide dispute between the parties – the Judge adding parenthetically: “(or, more accurately, that HMRC have failed to satisfy me that there is no bona fide dispute)” and then adding: “I reach this conclusion with no great satisfaction, given my finding that there appears to have been a fraud of some sort in which the Company is involved.”

29. The Judge also refused to uphold the petition (and direct that the Appellant company be wound up) on HMRC’s alternative case. That alternative case was based on a deeming provision in the Social Security (Categorisation of Earners) Regulations 1978, SI 1978/1689 (the “1978 Regulations”), Schedule 3, which transfers the obligation to account for NIC to a person “who is resident in Great Britain and who has a contractual relationship with the UK agency [and who] provides to the UK agency fraudulent documents in connection with the purported deduction or payment of contributions in connection with the employed person”. The Judge was concerned that HMRC’s decision notice did not state that the Appellant was being required to pay secondary NIC as a deemed employer. As with HMRC’s primary case, he accepted that there was a bona fide dispute. Furthermore, he considered there to be a genuine legal question as to whether the agencies needed to be victims of (and not parties to) the fraud. The Judge considered that the former was the correct approach and decided that HMRC had failed to establish that fact. The Judge also refused to permit HMRC to amend the petition or to grant an adjournment to permit HMRC time to amend the petition and obtain further evidence.

30. However, the Judge confirmed that the Provisional Liquidators’ costs were to be covered by the cash that they had taken from the company in accordance with rule 7.38(4) of the Insolvency Rule 2016, subject to the company’s right to seek compensation. The application for an order agreeing the Provisional Liquidators’ costs was scheduled to be heard in December 2025 although I understand that this was relisted to take place in July 2026.

31. In the meantime, HMRC appealed against one aspect of Mr Steven Gasztowicz KC’s order to the Court of Appeal. In his order, he required HMRC give an unlimited cross-undertaking in damages following the appointment of the Provisional Liquidators. See ¶‎21 above . The Court dismissed HMRC’s appeal (stating so at the hearing, without inviting submissions from the company) with a written judgment following ( HMRC v Payroll & Pension Services (PPS Umbrella Company) Ltd [2024] EWCA Civ 995 ).

32. Following the dismissal of the petition and the discharge of the Provisional Liquidators, the Appellant then sought compensation – initially limited to the quantifiable sum representing the Provisional Liquidators’ remuneration and expenses. A directions hearing in relation to this application took place on 2 October 2025.

33. In their skeleton argument prepared for that directions hearing, HMRC noted that there were three separate strands of the litigation: (1) the “Undertaking Application” by which the Appellant was seeking compensation from HMRC – the directions hearing was the first hearing of that particular strand; Sometimes referred to as the “Inquiry Application” (2) the Provisional Liquidators’ application for their costs (which, as noted, was then scheduled to be heard in December 2025); and (3) the appeal in this Tribunal.

34. HMRC’s skeleton argument noted that the Appellant was seeking a stay of the appeal behind the Undertaking Application.

35. Although HMRC do not fully support the Appellant’s belief that the appeal should be stayed behind the Undertaking Application, their skeleton argument for the High Court hearing on 2 October 2025 noted an element of agreement (at least between HMRC and the Provisional Liquidators). As HMRC’s skeleton argument states: HMRC and PLs have agreed the following sequence: (1) The PLs’ Application; (2) A preliminary issue in the Inquiry Application about whether that application has to or ought to be determined after the FTT Appeal; (3) If that succeeds, the FTT Appeal; and finally (4) The Inquiry Application (to be determined in light of the outcome of the FTT Appeal). If that sequence is accepted, the Company’s stay application in the FTT will become redundant.

36. Following that hearing, on 28 November 2025, ICC Judge Mullen ordered inter alia as follows: There be a preliminary issue in the Undertaking Application about whether the Undertaking Application has to or ought to be determined after PPS’s appeal in the First-Tier Tribunal dated 5 September 2024 with case number TC/2024/05128 and if not whether the Court should order an inquiry with consequential directions for this purpose[.] … The preliminary issue in the Undertaking Application be listed on the first available date after 14 December 2025 before an ICC Judge with a time estimate of two days.

37. On 5 December 2025, with a view to fixing a date for that preliminary hearing, HMRC supplied a list of dates to avoid during 2026. For ten months, they asked for the entire month to be avoided. HMRC’s available dates during 2026 were limited to the following: (1) Monday 16 March (2) Tuesday 17 March (3) Wednesday 18 March (4) Friday 20 March (5) Monday 23 March (6) Tuesday 24 March (7) Wednesday 25 March (8) Monday 7 December (9) Tuesday 8 December (10) Wednesday 9 December (11) Thursday 10 December (12) Friday 11 December.

38. On 10 December 2025, ICC Judge Mullen directed that the preliminary hearing take place over two days on 7 and 8 December 2026.

39. Pausing there, it is worth noting (as is common ground between the parties) that HMRC’s position as stated in their skeleton argument before ICC Judge Mullen was that the question of a stay was the preliminary matter to be determined at the hearing which has now been listed for hearing in December 2026. Ms Vicary candidly accepted that, by opposing the stay application before me, HMRC were departing from the position advanced before ICC Judge Mullen, insofar as HMRC are asking me to decide what they have previously agreed should be determined by the High Court. Ms Vicary explained the basis for this apparent change of approach as there being change of circumstances, being the fact that the preliminary hearing in the High Court is now taking place in December 2026 (i.e. far later than anticipated). The resources available to the Appellant

40. Following the appointment of the Provisional Liquidators, the workers that the Appellant had previously engaged have moved to other umbrella companies. Thus, the Appellant’s trade has effectively ceased.

41. In addition, the Appellant’s cash resources were seized by the Provisional Liquidators and are likely to be substantially consumed by the Provisional Liquidators’ remuneration claim.

42. Thus, there is no cash immediately available to the Appellant; nor any ongoing business from which cash might be generated.

43. The company owns the leasehold of a property at 155 Shirley Road, Croydon which it acquired outright in October 2023 for £275,000. The property serves as the Appellant’s registered office as well as being used for Mr Ajibola’s other businesses.

44. Given the Appellant’s lack of income, the Appellant is unable to borrow against this property and, thus, ignoring the disruption it would cause, the Appellant’s only way of raising finance from its own assets would be to sell its property at 155 Shirley Road.

45. I note, however, that Mr Ajibola’s witness statement identifies a number of creditors of the Appellant: including “100s of candidates [the Appellant’s term for the workers]” who have been left unpaid for over two years, as well as HMRC who are owed both VAT and PAYE. I do not have the details of the amounts involved.

46. Mr Ajibola does have some personal assets: (1) Notably, HMRC have recently released approximately £320,000 to him in relation to an overpayment of tax in November 2023, the repayment of which had been blocked for over two years. His current bank balances total about £380,000 (including the £320,000 recently received from HMRC). (2) Mr Ajibola also has (either jointly or in sole name) an interest in four residential properties: one of which is his current residence and three of which are rental properties. Mr Ajibola does not believe that he could obtain any further mortgages in relation to those properties. His estimate for the current equity in those properties is: (a) current residence (50% owned): £721,345.70; (b) rental property (50% owned): £178,218.87; and (c) two rental properties (owned outright): £371,200.00.

47. In addition, Mr Ajibola owns companies which themselves own properties. THBD Investments Ltd owns two properties with a combined equity of approximately £650,000. Arkland Properties owns foreign property (the details of which were not disclosed to me).

48. It is estimated by the Appellant’s solicitor that, for the Appellant to contest the appeal, it would cost (excluding VAT): (1) £1.3m if a KC were instructed alongside two junior barristers; and (2) £740,000 if only two junior barristers were instructed.

49. One significant component of these costs would be the consideration of the documentation relevant to the appeal – the £30m at stake evidences the number of contracts that will need to be analysed. The Appellant has noted that its records were not left in a good state by the time that the Provisional Liquidators were required to step aside.

50. In addition, the Appellant’s solicitor estimates the following additional costs that the Appellant is expected to incur in relation to the ongoing Insolvency Act proceedings: (1) the preliminary hearing: £40,000 to £55,000 plus VAT; (2) the substantive hearing for the Undertaking Application: £55,000 to £70,000 plus VAT; (3) the Provisional Liquidators’ application for remuneration: £20,000 to £27,000 plus VAT (with the possibility of a specialist costs lawyer at a cost of £20,000 plus VAT).

51. I raised the question as to whether the VAT might be recoverable given the fact that the Appellant is not currently trading. Mr Elliott was of the view that the Appellant would probably not be able to recover the VAT although he invited Ms Vicary to reassure him in this regard. I did not understand Ms Vicary to provide any such reassurance. The legal principles

52. The parties were in broad agreement as to the principles that I should be guided by.

53. There is an express power of the Tribunal to stay proceedings under rule 5(3)(j) of the Tribunal’s procedure rules. So far as is relevant, rule 5 provides as follows: (1) Subject to the provisions of the 2007 Act and any other enactment, the Tribunal may regulate its own procedure. (3) In particular, and without restricting the general powers in paragraphs (1) and (2), the Tribunal may by direction— (j) stay (or, in Scotland, sist) proceedings …

54. The Tribunal’s decision in relation to any possible stay (or sist) is to be governed by the overriding objective in rule 2 which, so far as is relevant, reads as follows: (1) The overriding objective of these Rules is to enable the Tribunal to deal with cases fairly and justly. (2) Dealing with a case fairly and justly includes— (a) dealing with the case in ways which are proportionate to the importance of the case, the complexity of the issues, the anticipated costs and the resources of the parties; (b) avoiding unnecessary formality and seeking flexibility in the proceedings; (c) ensuring, so far as practicable, that the parties are able to participate fully in the proceedings; (d) using any special expertise of the Tribunal effectively; and (e) avoiding delay, so far as compatible with proper consideration of the issues. (3) The Tribunal must seek to give effect to the overriding objective when it— (a) exercises any power under these Rules; or (b) interprets any rule or practice direction.

55. Mr Elliott’s submissions referred to the Upper Tribunal’s decision in Foulser v HMRC [2013] UKUT 38 (TCC) which focused on situations where there had been some form of abuse of process “where the alleged abuse directly affects the fairness of the hearing before the FTT” (per [35]). In such cases, as Morgan J continued at [35], “the FTT will have power to determine any dispute as to the existence of an abuse of process and can exercise its express powers (and any implied powers) to make orders designed to eliminate any unfairness attributable to the abuse of process.”

56. Indeed, the learned Judge continued at [50] to confirm that the Tribunal’s powers are found in the rules, or failing that in the Tribunal’s inherent jurisdiction to observe the rules of natural justice: [if the events complained of] have made a fair hearing of the tax appeal impossible or that safeguards against possible unfairness must now be provided, then the FTT can deal with that contention and can exercise the express powers conferred by the 2009 Rules to deal with possible unfairness or to provide safeguards. It seems to me that the width of the express powers conferred by the 2009 Rules, to which I have referred, ought to be sufficient for these purposes. If it should turn out that the express powers conferred by the 2009 Rules are not sufficient, then the FTT can consider whether it has, and whether it ought to exercise, some implied power which might exist to enable it to achieve fairness in its procedures and/or to observe the rules of natural justice.

57. Ms Vicary relied on the following principles derived from the case law: (1) that the grant of a stay is “an exception rather than the rule, and solid grounds have to be put forward”: Pinewood Studios Ltd v HMRC [2012] UKFTT 370 (TC) at [30]; and (2) that “the absence of funding does not amount to an appropriate basis for delaying the progress of proceedings”: Peries v SOCA [2011] UKFTT 674 (TC) at [55].

58. Ms Vicary’s skeleton argument referred to other cases which emphasised that the lack of funding (and refusing to grant a stay for that reason) did not infringe an appellant’s right of access to justice. The Appellant’s arguments

59. I did not detect any demur from Mr Elliott in relation to the principles relied upon by Ms Vicary. Instead, he points to what he considers to be unacceptable conduct by HMRC (amounting to abuse) which caused the Appellant’s financial difficulties. It is in those circumstances, he argued, that an appellant’s impecuniosity can justify a stay.

60. Mr Elliott argued that HMRC’s (initially successful) application to have Provisional Liquidators appointed was abusive. There were two limbs to this submission: (1) Principally, the without notice hearing before Mr Steven Gasztowicz KC was not conducted fairly. In particular, submissions were made by HMRC which were wholly inconsistent with the evidence in HMRC’s possession and in direct breach of HMRC’s duty of full and frank disclosure given that the defendant was not able to participate in the hearing. Furthermore, HMRC made their without notice application at a point in time when not only did the Appellant have no reason to believe its affairs were under investigation but after it had been expressly told (or could reasonably infer) that HMRC’s investigations had concluded. (2) In any event, when the underlying petition was set aside, it was done so because Mr David Halpern KC accepted that (contrary to the position implied by HMRC when making the petition) there was a disputed debt. It was established in Coilcolor Ltd v Camtrex Ltd [2015] EWHC 3202 (Ch) at [34] that “it is an abuse of the court process to present a winding up petition … where there is a bona fide dispute as to whether that money is owed”.

61. In that regard, Mr Elliott observed that the central allegation made by HMRC to Mr Steven Gasztowicz KC (being that the Appellant was deducting PAYE and NIC from its workers’ pay and failing to account for it to HMRC) was: (1) clearly not supported by the records that HMRC were in possession of; and (2) subsequently dropped as an argument during the hearing before Mr David Halpern KC.

62. Mr Elliott further noted that this was not simply a case of the Appellant having to challenge a petition that should not have been presented to the Court, but a case where HMRC then sought (without notice) for provisional liquidators to be appointed. He relied on what Rimer LJ said in HMRC v Rochdale Drinks Distributors Ltd [2011] EWCA Civ 1116 at [76], [77]: The appointment of a provisional liquidator to a trading company is, however, a most serious step for a court to take. It is likely in many cases to have a terminal effect on the company's trading life. It is not an order to be made lightly and its making requires the giving by the court of the most anxious consideration. … Given the potential seriousness of the appointment of a provisional liquidator, I consider that in the case of a creditor's petition the threshold that the petitioner must cross before inviting such an appointment ought to be nothing less than a demonstration that he is likely to obtain a winding-up order on the hearing of the petition.

63. Had HMRC not been successful in having the Provisional Liquidators appointed then the Appellant would not have found itself deprived of the £1.8m funds it previously held (which are likely to be overwhelmingly consumed by the Provisional Liquidators’ costs). The Appellant would then have been in a position to pay for the appeal.

64. Mr Elliott also made the observation that the Appellant is entitled to seek further damages from HMRC in relation to the effective destruction of its trade as a result of HMRC’s actions in the Insolvency Act proceedings. However, that is a separate matter where the loss suffered is not going to be easy to quantify. For present purposes, the basis of the current stay application is the Appellant’s application in the High Court to recover the more immediately quantifiable loss incurred by the Appellant, being the remuneration that the Provisional Liquidators can take out of the Appellant’s assets.

65. Furthermore, Mr Elliott emphasised that this was a complex case (which was evidenced in part by the likely legal costs that would be incurred if the appeal were to proceed). He also noted that HMRC prepared a 70-page statement of case (which, I note, is significantly longer than most statements of case seen by this Tribunal) and that that was drafted by four Counsel (including two KCs), the two juniors being two of the four barristers who prepared the skeleton argument for the hearing before me. The point being made by Mr Elliott is that equality of arms should permit the Appellant to instruct (at a minimum) two junior Counsel and a KC, particularly in a case of this nature. Mr Elliott made the further observation that, at the heart of HMRC’s case is an allegation of fraud having been perpetrated by the Appellant, hence the need for (or at least the desirability for the Appellant to have) a strong legal team.

66. In relation to the relative prejudice that would be caused to the parties by the grant of (or the refusal to grant) a stay, Mr Elliott submitted that: (1) the Appellant’s inability to proceed with the appeal (or to litigate it competently) will cause it to become insolvent: it is thus of existential importance for the Appellant; (2) any prejudice to HMRC that a stay might cause is unlikely to be material, particularly as it was HMRC that insisted on the Undertaking Application being subject to a preliminary issue hearing and given that it was HMRC who effectively let that be delayed for approximately a year.

67. Mr Elliott made the point in the course of his oral submissions that Foulser authorises the Tribunal to debar HMRC in extreme cases: he was not seeking that ultimate sanction, but was merely seeking a stay to ensure that the Appellant could as closely as possible put itself in a position that it would have been in but for the appointment of the Provisional Liquidators.

68. Finally, I note that one recurring theme in Mr Elliott’s submissions was that HMRC were taking every possible step to evade scrutiny of their actions: (1) HMRC initially opposed the prospect of being required to give a cross-undertaking in damages when they obtained the order before Mr Steven Gasztowicz KC, and then (unsuccessfully) sought to appeal against that part of the order; (2) when Mr David Halpern KC set aside Mr Steven Gasztowicz KC’s order, it was done on the basis that the underlying petition should not have been presented at all rather than on the appropriateness of having provisional liquidators appointed; (3) HMRC are seeking to delay any resolution of the Undertaking Application by a combination of: (a) seeking that this appeal proceed before the Appellant is able to obtain funds with which to finance any appeal (in the likely knowledge that this will have a detrimental effect on the Appellant’s chances of success, thereby increasing the possibility that the Appellant will not be in any position to pursue its Undertaking Application); (b) introducing a preliminary hearing as a delaying tactic, compounded by offering so few dates to the High Court; and (c) having secured that delay (on the basis that the question of a stay of this appeal should be addressed at the preliminary hearing), then making a 180 ° turn and asking this Tribunal now to press ahead with the appeal. HMRC’s arguments

69. The principal submission advanced by Ms Vicary is that a lack of litigation funding is insufficient to justify a stay (see ¶‎57 above ). It was her view that the Tribunal was perfectly capable of reaching a just decision if the taxpayer were unrepresented. She made the further observation that, in such cases, HMRC Counsel would be under a particular professional obligation to ensure that they point out to the Tribunal any decision or provision which may be adverse to the interests of HMRC.

70. She also expressed concern about the Appellant’s lack of candour about its (including Mr Ajibola’s) financial position, including their ability to raise funds from third parties. As established in Manolete Partners plc v Karim [2024] EWHC 549 (Ch) at [20]: “it is incumbent upon those who are seeking the relief of the Court to put before the Court their entire financial circumstances, warts and all, good and bad, so that the Court is aware of their assets, their liabilities, the realities of their financial situation, whether they are in the position to secure money from third parties, etc” .

71. Ms Vicary also observed that this was not a case where the outcome of the proceedings in the High Court would provide any assistance to this Tribunal in relation to matters arising in the appeal.

72. Furthermore, Ms Vicary observed that, with a preliminary hearing in December 2026, the Undertaking Application will not be resolved until 2027 at the earliest. In addition, the outcome of the Undertaking Application is essentially discretionary and, therefore, there is every possibility that the High Court will refuse to compensate the Appellant, particularly given its “involvement” in a fraud.

73. Ms Vicary also prayed in aid of section 117 A of the Social Security Administration Act 1992 which provides as follows: Issues arising in proceedings: contributions, etc (1) This section applies to proceedings before a court— (a) for an offence under this Act or the Jobseekers Act 1995 ; or (b) involving any question as to the payment of contributions (other than a Class 4 contribution recoverable in accordance with section 15 of the Contributions and Benefits Act); or (c) for the recovery of any sums due to the Inland Revenue or the National Insurance Fund. (2) A decision of an officer of the Inland Revenue which— (a) falls within section 8(1) of the Social Security Contributions (Transfer of Functions, etc.) Act 1999 ; and (b) relates to or affects an issue arising in the proceedings, shall be conclusive for the purposes of the proceedings. (3) If— (a) any such decision is necessary for the determination of the proceedings, and (b) the decision of an officer of the Inland Revenue has not been obtained under section 8 of the Social Security Contributions (Transfer of Functions, etc.) Act 1999 , the decision shall be referred to such an officer to be made in accordance (subject to any necessary modifications) with Part II of the Social Security Contributions (Transfer of Functions, etc.) Act 1999 . (4) Subsection (2) above does not apply where, in relation to the decision— (a) an appeal has been brought but not determined; (b) an appeal has not been brought (or, as the case may be, an application for leave to appeal has not been made) but the time for doing so has not yet expired; or (c) an application for variation of the decision has been made under regulations made under section 10 of the Social Security Contributions (Transfer of Functions, etc.) Act 1999 . (5) In a case falling within subsection (4) above the court shall adjourn the proceedings until such time as the final decision is known; and that decision shall be conclusive for the purposes of the proceedings.

74. It was Ms Vicary’s submission that section 117 A obliges the High Court proceedings to be stayed pending the determination of the appeal. In particular, HMRC’s defence in the High Court to the Undertaking Application is that the Appellant has suffered no real loss. The underlying logic of this argument is that the Appellant has participated in a fraud and, as a result of that fraud, it has underpaid NICs which far exceed the funds lost to the Provisional Liquidators. Accordingly, when running this defence, HMRC will be raising a “question as to the payment of contributions” as per subsection (1)(b).

75. Ms Vicary also noted that a lot of the case is likely to turn on witness evidence, the quality of which will be adversely affected by any stay. As she observed, several years have already passed since the events in question.

76. In relation to the Appellant’s principal contention that HMRC acted “unlawfully and pursuant to an abuse of process”, Ms Vicary’s skeleton argument emphatically denied this allegation. She likened the situation to one where an applicant in civil litigation initially obtains an interim injunction but is ultimately unsuccessful at the full trial: that does not make the applicant a wrongdoer. She furthermore emphasised that there was no finding in the High Court, when the petition was set aside, that HMRC had misused the Court’s procedures.

77. In her oral submissions, Ms Vicary was more open to the suggestion that things had gone wrong in the way HMRC presented their case before Mr Steven Gasztowicz KC but felt that (in the light of the Appellant’s own conduct which gave rise to the fraud allegations) “no side is squeaky clean”.

78. Additionally, Ms Vicary considered that the Foulser case could be distinguished because (unlike Foulser ) this is a case where HMRC’s impugned actions took place before the commencement of the appeal proceedings in this Tribunal. Furthermore, she noted that Foulser refers to two categories of “abuse” and the conduct in this case (if it amounted to abuse) fell within the second category and therefore not one that can be policed by the Tribunal under its case management powers. Discussion Introductory

79. I state at the outset that nothing I say in this decision reflects any views about the merits of the Appellant’s appeal. I proceed on the assumption that it has an arguable case which is neither very weak nor very strong. HMRC’s previous conduct

80. Mr Elliott has invited me to subject HMRC’s conduct in the hearing before Mr Steven Gastzowicz KC to the scrutiny he considers HMRC have so far evaded. His criticisms of HMRC are strong and tantamount to an accusation that HMRC have acted in a cynical fashion to deprive the Appellant of any real opportunity to defend its position. Such conduct, I observe, would be wholly inappropriate of any litigant. However, I also note what Lord Neuberger said in HMRC v BPP Holdings Ltd [2017] UKSC 55 at [30]: It seems to me that there is at least as strong an argument for saying that the courts should expect higher standards from public bodies than from private bodies or individuals.

81. I must of course emphasise that Mr Elliott’s criticisms are not groundless. He properly took me to a number of documents (such as evidence that was in HMRC’s possession prior to that hearing and HMRC’s own note of the hearing) that, at least at first blush, suggest that something went seriously wrong in the conduct of that hearing. However, I decline Mr Elliott’s invitation to make the findings he seeks. I do so for one simple reason: I do not think I need to in order to determine this application. I would also add that, were I to have decided otherwise, I would have required further submissions from the parties so that the issues could be more fully flushed out. It is worth noting that the hearing was completed in a day only because Counsel and those instructing them were content to take only a 30-minute lunchbreak and we were able to sit until 5.30pm. (I do not know how this case was originally listed for just half a day.)

82. For similar reasons, I have not examined why it took HMRC two years to repay Mr Ajibola the £320,000 he had overpaid in November 2023. HMRC’s criticisms of the Appellant

83. Equally, I do not consider I should be distracted by the criticisms levelled by HMRC towards the Appellant. Although the Appellant’s prior conduct has been described as (at the very least) involvement in a fraud, the precise details have not been proven. In any event, I do not feel that I should approach this stay application on the basis that, because of some prior misconduct (that relates to the subject matter of the appeal rather than the conduct of the appeal), the Appellant should be prejudiced in any way. The Appellant’s financial position

84. I agree with Ms Vicary that there is very little corroborative evidence of the financial position of the Appellant (and of potential third-party funders, most notably from Mr Ajibola himself). However, I also recognise (as Mr Elliott submitted) that HMRC did not previously challenge the Appellant’s impecuniosity when objecting to the application for a stay. Accordingly, I see some force in Mr Elliott’s submission that the “warts and all” disclosure requirement of a litigant arguing for impecuniosity should not be a barrier in this case. In particular, I note that: (1) the Appellant itself has negligible (if any) cash of its own; (2) its only realisable asset is an office building whose value can be broadly estimated given that it was purchased relatively recently; (3) irrespective of how one characterises HMRC’s litigation conduct in the Insolvency Act proceedings, it is undeniable that the Appellant was effectively deprived of any fighting fund by HMRC’s decision to seek the appointment of Provisional Liquidators; (4) that was a particularly extreme step and many lesser strategies could have been employed by HMRC which would have equally protected HMRC’s position without the collateral damage to the Appellant’s ability to defend itself against the regulation 80 determinations and section 8 decisions; (5) the underlying rationale for that step (the petition) was itself set aside for having been presented when (contrary to the clear implication of HMRC’s actions) there was in fact a bona fide dispute between the parties; (6) although Mr Elliott disavowed any reliance on the “corporate veil”, in that he rightly accepted that the Appellant’s ability to fund its litigation should take into account the ability of related parties (in particular, major shareholders and associated companies) to contribute to an appellant’s fighting fund, I do consider it relevant that there is a difference between: (a) the “typical case” where the putative appellant itself is apparently impecunious as a result of ordinary commercial activities and circumstances; and (b) the present case where the immediate impecuniosity was caused by the conduct of the putative appellant’s opponent – especially where, as here, any third-party contributions seriously risk being irrecoverable if the litigation is to prove unsuccessful.

85. Although not a point raised by Ms Vicary, I did wonder whether the level of costs suggested in Mr Angel’s witness statement was overstated. Furthermore, irrespective of the number and seniority of Counsel that HMRC have chosen to engage, this is in my view a case that can be more than effectively taken by someone with Mr Elliott’s level of seniority, with the assistance of a more junior barrister. I did also question Mr Elliott about the fact that, with most tax litigation, costs are not generally incurred upfront: I expect the provision of witness statements partway into the process and the final preparation for, and attendance at, the hearing to be the times where the greatest costs are incurred. My concern was that there might well be sufficient finances (Mr Ajibola’s current cash balances) to pay for any immediate costs, giving Mr Ajibola and the Appellant sufficient time to dispose of properties to finance the later stages of the litigation process. Mr Elliott did suggest, and I accept, that, in this case, there could be considerable upfront costs as the Appellant will need to re-establish its records and review its position. Even so, and even after taking into account the fact that the Appellant is likely to have other legal costs to meet in the coming year, I am not convinced that the Appellant would not be able to fund the litigation process by using Mr Ajibola’s current cash resources in the short term and (even if the property market is not as buoyant as it has been in the past) by selling its property and Mr Ajibola’s investment properties should the need arise to fund the later stages of the litigation process. Furthermore, I do not consider that there is any duty on this Tribunal to allow one party to match (in numbers or seniority) the lawyers employed by the other side.

86. That notwithstanding, I remain considerably concerned that the Appellant and Mr Ajibola should even have to be placed in this situation. I repeat in particular what I said at ¶‎ ‎84(6) above. I am required to deal with cases fairly and justly. I cannot ignore the fact that this discussion is taking place only because HMRC have acted in a way that has proven to be inappropriate (the presenting of a petition on an incorrect basis) and, particularly, because on the back of that inappropriate step, HMRC then compounded the situation by depriving the Appellant of its immediate ability to defend its position. In my mind, fairness and justice in this case require the Appellant to at least have a chance to recover the cash that it will have lost to the Provisional Liquidators before it is forced to liquidate its one valuable asset and before Mr Ajibola is required to liquidate his non-cash assets or even make significant personal contributions from his own cash resources or from associated companies.

87. I consider that, as a result, this case falls within the circumstances referred to in Foulser (“that safeguards against possible unfairness must now be provided”). I see no reason to limit the application of that guidance to unfair conduct that arises only after the appeal proceedings have been commenced. I was not shown anything that justified such a restrictive approach and nor could I see any principled reason to adopt such an approach.

88. I emphasise, for the avoidance of any doubt, that my conclusion is based on the fact that the Appellant’s funds were removed as a direct consequence of the appointment of the Provisional Liquidators, irrespective of whether the application for their appointment involved any impropriety. The impact of a delay and other aspects of the overriding objective

89. I recognise that this outcome will introduce an element of delay into the appeal process, which is a factor that militates against a stay. However, it is without doubt that that is not a determinative factor as, otherwise, stays would never be granted by the Tribunal (and rule 5(3)(j) would be redundant).

90. Furthermore, a major contributor to the length of any delay is HMRC’s insistence that the Undertaking Application be subject to a preliminary hearing and that that preliminary hearing will not take place until December 2026. In those circumstances, I consider it unattractive for HMRC now to rely too heavily on the downsides of delay.

91. In addition, I consider that, in a case like this, HMRC’s case on the appeal is likely to be based on the documentary evidence that they accumulated in the course of their investigation; as a result, it is more likely that it would be the Appellant (who will have the burden of proof when seeking to disprove HMRC’s determinations and decisions), rather than HMRC, who is going to be disadvantaged by the further fading of memories that the delay would cause. It is clear that the Appellant is prepared to accept that risk.

92. For these reasons, the principle derived from Peries that the absence of funding does not amount to an appropriate basis for delaying the progress of proceedings cannot in my mind represent a blanket rule that precludes the Tribunal from ever taking into account an appellant’s financial circumstances.

93. Even though they include reference to parties’ costs and ability to participate in the hearing, I do not consider that the other factors identified in rule 2(2) to point either in favour of or against a stay being granted in the circumstances of the present case. I consider that rule 2(2)(a) is designed more to ensure that proceedings are conducted in a cost-efficient manner where possible and that rule 2(2)(c) looks at participation at a relatively high level (for example, whether a party is able to attend a hearing on a particular day). Preliminary conclusion

94. Taking the preceding paragraphs into account, if the matter were solely down to me, I would grant a stay pending the final determination of the Undertaking Application. Additional factors to take into account

95. However, there are further factors (which overlap) that I should take into account: (1) the fact of the preliminary hearing of the Undertaking Application; and (2) the subject matter of that preliminary hearing. Preliminary hearing

96. In this regard, I cannot ignore the fact that HMRC specifically asked the High Court for a preliminary hearing in the Undertaking Application specifically to decide whether or not the Undertaking Application should be heard before or after this appeal. Accordingly, their opposition to the stay of the appeal before me stands in complete contrast to their position in related litigation in the High Court. Whilst I accept that the confirmation that the preliminary hearing will not take place until December 2026 could constitute a change of circumstances, it is a change for which HMRC are (at the very least) a major contributor because they were unable to offer more than a few dates over the course of the year for that hearing.

97. In any event, I feel that it is inappropriate for me to make a decision in HMRC’s favour that would effectively undermine a case management decision taken by the High Court based upon a submission made to that court by HMRC. If HMRC consider that circumstances have changed so as to justify a departure from the position that they adopted in the High Court, it is my view that HMRC should then approach the High Court and request a variation of the existing case management orders in the Undertaking Application. It is not my position to suggest how the High Court should respond to any such application.

98. By the same token, given that the High Court is scheduled to consider the same question as is before me, I feel it is inappropriate for me simply to consent to a stay pending the final determination of the Undertaking Application. Were I to do so, I would be rendering the December 2026 hearing nugatory, which would represent in my view a subversion of the hierarchy of the courts and tribunals.

99. Therefore, subject to the final point (being the impact of section 117 A of the Social Security Administration Act 1992 ), to which I will turn next, my view is that I should limit the duration of the stay until the High Court’s resolution of the preliminary hearing in the Undertaking Application. That way, a more senior court will be able then to decide whether to agree to extend the stay. Social Security Administration Act 1992 , section 117 A

100. That leaves the question being whether the effect of section 117 A of the Social Security Administration Act 1992 requires me, notwithstanding the foregoing, to refuse a stay. The basis of such a conclusion would be that, were I to decide that the Undertaking Application is bound to be stayed behind the determination of the appeal before the Tribunal, then it would make sense for the appeal to progress without further delay or (at least) there is no reason for the appeal to be stayed behind any aspect of the Undertaking Application.

101. My principal concern about that argument is that as expressed in ¶¶‎96 to 99 above. Accordingly, my decision is that determination of the impact of section 117 A should await the High Court’s own consideration of this matter.

102. However, in case I am wrong and I should grasp the nettle, I set out my preliminary views on the effect of section 117 A.

103. Section 117 A was inserted into the 1992 Act by the Social Security Contributions (Transfer of Functions, etc.) Act 1999 , which was the legislative vehicle that transferred responsibility for NIC from the then Department of Social Security to the then Inland Revenue. The purpose of section 117 A was explained by the Explanatory Notes that accompanied the 1999 Act through Parliament:

198. Paragraphs 13, 15 and 16 amend the SSAA 1992 to do three things. First, paragraph 13 introduces a new section 117 A. This parallels the present section 117 . Section 117 provides that decisions by DSS shall be treated as final for court proceedings, for example for enforcement of contributions debts. The new section 117 A similarly provides for finality in such court proceedings of decisions taken by the Inland Revenue on transferred matters. Where a decision relevant to those proceedings has yet to be taken, the matter will be referred to an officer of the Inland Revenue for a decision. Where an appeal is outstanding against a decision, the court proceedings will be stayed until the appeal has been resolved. Second, paragraph 15 provides that this Act ’s appeals legislation may be modified by bilateral contributions and benefits treaties with other countries. Third, paragraph 16 provides for payment of travelling expenses to people required to attend an interview, including one in connection with an appeal. This provision parallels DSS's ability to pay expenses under section 180 SSAA 1992.

104. There are two aspects of section 117 A which I understand to be common ground between the parties (and, in my view, are undoubtedly correct). (1) The first is that the typical situation in which section 117 A is relevant is where HMRC commence collection proceedings in the County Court or the High Court to secure any NIC that they consider to be payable. This is the example provided for in the Explanatory Notes: “for example for enforcement of contributions debts”. In cases where the NIC liability is disputed (were This is one of the fundamental distinctions between tax and NIC in that the former is not subject to the Limitation Act 1980 . Accordingly, when it comes to the enforcement of NIC, HMRC are required to take timely action by commencing proceedings within strict time limits although they are (in my experience) increasingly offering and agreeing to enter into “standstill agreements” with potential defendants so as to allow time limits to be put into temporary suspense, with the commensurate saving of costs both for the parties and the courts. section 117 A not to exist), it would then be necessary for the civil courts to grapple with the relevant law and facts to determine whether there is in fact a NIC liability (and, if so, the quantum), much in the same way as this Tribunal would do were the matter to be the subject of an appeal. Section 117 A removes this responsibility from the civil courts and leaves the resolution of any such dispute to this Tribunal and to this Tribunal alone. In short, the civil courts cannot determine any enforcement claim without there being a prior decision by an HMRC officer under section 8 of the 1999 Act ( section 117 A(3)). Once that decision has been made, that decision is determinative of the matter (subsection (2)) unless an appeal is made against the decision, in which case, the civil court shall adjourn the proceedings and is then bound by the outcome of that appeal (subsections (4) and (5)). (2) The second is that the literal meaning of the words used in the section gives the section a much broader scope. In particular, it covers “[any] proceedings before a court … involving any question as to the payment of contributions [my emphasis] ”. Furthermore, where (as here) there is a live appeal against HMRC’s decision under section 8 , “the court shall adjourn the proceedings until such time as the final decision is known; and that decision shall be conclusive for the purposes of the proceedings [again, my emphasis]”.

105. Ms Vicary’s argument relies upon that broader, literal interpretation of section 117 A. In the Undertaking Application, HMRC have (or will) put as part of their defence the amount of NIC that they consider to be payable by the Appellant which eliminates the loss purportedly suffered by the Appellant by the appointment of the Provisional Liquidators. Accordingly, the substantive hearing of the Undertaking Application will (on HMRC’s case) be required to quantify the NIC liability owed by the Appellant to HMRC and that is something that depends on the outcome of the appeal in this Tribunal; more importantly, the High Court is statutorily required not to resolve that matter but instead must adjourn its own proceedings pending the determination of the appeal.

106. I cannot accept Ms Vicary’s arguments. This is not because I disagree with her reading of section 117 A, but because I do not believe that the section is actually engaged. This is because I do not consider that the Undertaking Application actually involves “ any question as to the payment of contributions ”. I say so for the following reasons. (1) The subject matter of the Undertaking Application arises from the undertaking that HMRC were required to give at the hearing before Mr Steven Gasztowicz KC as set out at ¶‎22 above . (2) The Appellant is undoubtedly seeking recompense for its assets that it has lost to the Provisional Liquidators (a sum that is due to be quantified in the summer of this year). (3) However, HMRC are seeking to reduce the Appellant’s claimed loss by saying that the Appellant, assuming it is found to be liable for the NIC, would (as submitted by Ms Vicary) “inevitably enter liquidation” meaning that no loss has been caused. (4) In my view, there are two difficulties with the logic adopted by Ms Vicary on behalf of HMRC. (a) First, it presupposes the consequences of an adverse outcome in the appeal (although I accept that that insolvency is a very likely consequence of such an outcome and this is implicitly conceded by the Appellant, see ¶‎66(1) above). (b) Secondly, it impermissibly elides different aspects of this case. The question as to whether or not the NIC are payable is a question that is wholly independent of the subsequent decision to seek the appointment of the Provisional Liquidators. In other words, the Appellant’s overall financial position is a matter of fact and one that existed as soon as the relevant section 8 decisions were made (even if it cannot be determined until the outcome of the appeal). The appointment of the Provisional Liquidators has caused an additional cost to be incurred. I therefore fail to see how the Appellant’s potential liability to NIC can be any defence in the Undertaking Application as that is solely concerned with the loss suffered by the Appellant as a result of the appointment of the Provisional Liquidators. (5) For these reasons, HMRC’s decision to raise the NIC liability as (at least) a part of a defence to the Undertaking Application does not appear to be justified as a matter of law. Once that legal argument is put to one side (as, in my view, it should), then the Undertaking Application can proceed without turning on any question as to the payment of contributions. Accordingly, the conditions that require a court to adjourn proceedings under subsection (5) are simply not engaged.

107. In his submissions, Mr Elliott relied on the Court of Appeal’s decision in HMRC v Hyde Industrial Holdings [2006] EWCA Civ 502 . (1) That was a case which fell within the typical scenario envisaged by the section as summarised at ¶‎104(1) above . There was initially a stay of enforcement proceedings in the County Court pending the determination of the company’s appeal against the relevant section 8 notices. (2) Despite the stay first being granted by the County Court, the Court continued to actively case-manage HMRC’s claim. In the course of that case management, the District Judge issued an unless order which HMRC failed to comply with. HMRC’s claim was then duly struck out. (3) HMRC then challenged the District Judge’s decision on the basis that the mandatory nature of the adjournment required by section 117 A(5) meant that there was no scope for any discretionary case management of the claim. (4) In the Court of Appeal, it was concluded (at [47], [48] per Waller LJ, with Longmore LJ agreeing) that the Courts retain some jurisdiction over the claim, even if it has been stayed under section 117 A(5). At [65], Lloyd LJ appears to agree that the Court retains a discretion in relation to the case management of such a claim. (5) In the end, the Court of Appeal decided, notwithstanding the County Court’s ongoing discretion over the case management of the claim, that that discretion had been misapplied and it reinstated the claim.

108. The difficulty I have with Mr Elliott’s submissions is that the Hyde case suggests there are only limited circumstances in which a claim should not be adjourned: their Lordships seem to limit it to cases where a claim is apparently made outside the time permitted by the Limitation Act 1980 or where a duplicate claim has been made and needs to be summarily dealt with (or, by analogy, where there is some other technical knock-out point).

109. Whilst considering this case, I have wondered whether section 117 A has any application in a case where there is a claim involving two private parties (for example, between an employer and an employee or between a taxpayer and a professional adviser) which turns on a “ question as to the payment of contributions ”. Whilst my initial view would have been that such cases should fall outside the scope of section 117 A, a re-reading of that section alongside the discussion in Hyde leads me to suspect that, even in such cases, the matter might still require a decision under section 8 (even though HMRC are not a party to the original claim) and, if necessary, the resolution of that matter on an appeal to this Tribunal. This is not a matter on which I have either received or even sought further submissions from the parties and, therefore, I emphasise that this is still only my provisional view and it will need to be considered more fully in a case where it is relevant.

110. Notwithstanding my disagreement with the full consequence of Mr Elliott’s submissions, I conclude that there is still no reason not to grant a stay in the meantime. First, it would be entirely consistent with the Court of Appeal’s decision in Hyde for the High Court itself: (1) to retain its case management oversight of the Undertaking Application; and (2) to decide on the preliminary issues at the hearing currently scheduled for December 2026.

111. The stay of the appeal should, consistent my the view expressed at ¶‎ ‎94 above, continue until the final determination of that preliminary hearing (i.e. after all appeal options arising from the preliminary hearing are exhausted). Thereafter, the High Court will be in a better position to decide whether HMRC’s case on section 117 A (contrary to my own view) or any other reason justifies a stay of the Undertaking Application and a revival of this appeal. Conclusion

112. For the preceding reasons, the appeal should be stayed pending the final determination of the preliminary hearing in the Undertaking Application. HMRC’s application for further information

113. In the light of the above, the immediate need to address HMRC’s application for further information concerning the appeal falls away.

114. Although not binding on this Tribunal, my provisional view would have been, in agreement with Mr Elliott, that the application was premature given that the Appellant is already expecting to restate its grounds of appeal.

115. In the interests of tidying up loose ends, I formally refuse the application on the basis that it serves no purpose at the present time. However, if (contrary to my provisional view as expressed in the preceding paragraph) HMRC consider that the application should be renewed after the stay of the appeal is lifted, that would amount to a change in circumstances and, accordingly, my refusal of the application should not be treated as making the question res judicata . Right to apply for permission to appeal

116. This document contains full findings of fact and reasons for the decision. Any party dissatisfied with this decision has a right to apply for permission to appeal against it pursuant to Rule 39 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. The application must be received by this Tribunal not later than 56 days after this decision is sent to that party. The parties are referred to “Guidance to accompany a Decision from the First-tier Tribunal (Tax Chamber)” which accompanies and forms part of this decision notice. Release date: 20 March 2026