Vandervell Trusts (No1); Re

Factual and Procedural Background

In 1949 the Deceased Settlor created a family settlement with Company A (the corporate trustee) as trustee. During 1958 he arranged for 100,000 “A” ordinary shares in Company B to be transferred to Entity A. The arrangement included an option under which Company A could repurchase the shares for £5,000. On 11 October 1961 Company A exercised the option, funding the purchase out of the 1949 settlement. Between that date and 19 January 1965 it received dividends of about £1.25 million (gross) on the shares.

On 19 January 1965 the Deceased Settlor executed a deed assigning any interest he might still have in the option, the shares and the dividends to Company A on the trusts of the 1949 settlement. He died in March 1967. Following the earlier House of Lords decision in Plaintiff v. The Crown (1967) holding that the un-exercised option had been subject to a resulting trust for him, the Crown assessed the Plaintiffs (his executors) to surtax on the dividends paid before 19 January 1965. The executors appealed and, in May 1968, began Chancery proceedings against Company A seeking payment of the net dividends.

The Plaintiffs asked to join the Crown (the Commissioners of Inland Revenue) as a second defendant so that any judgment would bind the tax authority. A Master joined the Crown under R.S.C. Ord. 15 r.6(2)(b). Company A applied to strike out the Crown. Judge Buckley granted the application. The Court of Appeal (Lord Denning M.R., Judge Sachs & Judge Karminski) reversed him and re-instated the Crown. On further appeal the House of Lords (Judges Reid, Morris of Borth-y-Gest, Wilberforce, Diplock & Viscount Dilhorne) restored Judge Buckley’s order and struck the Crown out.

Legal Issues Presented

1. Whether the High Court has jurisdiction to join the Crown as a party to private litigation when the only Crown interest is the taxpayer’s liability under an existing income-tax assessment.
2. Whether R.S.C. Ord. 15 r.6(2)(b) permits such joinder where the dispute between the original parties can be “effectually and completely determined” without the Crown’s presence.
3. Whether admitting the Crown would impermissibly bypass the statutory code (Income Tax Acts 1952 & 1964) that confers exclusive jurisdiction on the Special Commissioners to alter assessments.

Arguments of the Parties

Plaintiffs’ Arguments

• The same factual issue (who owned the dividends) underlies both the civil action and the surtax assessments; joinder is necessary to avoid inconsistent decisions and potential double liability.
• Ord. 15 r.6 should be given a “liberal” construction (per Gurtner v. Circuit) so that all interested parties are bound in one set of proceedings.
• The Crown had consented to be joined; no statutory provision expressly forbids its participation in private litigation where it chooses to submit.

Defendant Company A’s Arguments

• The statutory scheme vests exclusive jurisdiction to re-open assessments in the Special Commissioners; the High Court cannot, by adding the Crown, usurp that jurisdiction (Barraclough v. Brown principle).
• Ord. 15 r.6(2)(b) is not engaged: the dispute over entitlement to dividends can be resolved between the existing parties; the Crown’s presence is unnecessary.
• Joinder would increase costs, expose witnesses to duplicate cross-examination and expose Company A to additional appeals by the Crown.

Crown’s Position

• The Crown adopted neutrality on the strike-out application but stated that, while it has sometimes consented to joinder by agreement of all parties, it claimed the right to insist on using the statutory tax-appeal procedure where it so chooses.

Table of Precedents Cited

Court's Reasoning and Analysis

High Court (Judge Buckley): The dividends dispute could “perfectly well be determined” between the executors and Company A; therefore the Crown was not a person “whose presence is necessary” under Ord. 15 r.6(2)(b). Joining it would add cost, risk double cross-examination and further appeals. He struck the Crown out.

Court of Appeal: Applying a wide construction of Ord. 15 r.6 (relying heavily on Gurtner v. Circuit), Lord Denning M.R. held it would be a “disgrace” to have parallel proceedings with potentially conflicting outcomes; joinder was thus “just and convenient,” and the statutory code could be waived by mutual consent.

House of Lords:

• Lord Reid (dissenting on rule point): Considered it obvious that justice and convenience favoured one forum but accepted majority view that current rules did not allow compulsory joinder.
• Lords Morris, Wilberforce, Diplock & Viscount Dilhorne (majority):
  • The Income Tax Acts create an exclusive statutory procedure for altering assessments; courts cannot bypass it merely to bind the Crown.
  • Ord. 15 r.6(2)(b) requires that the added party’s presence be “necessary” for determining the issues in the action. The entitlement to dividends could be “effectually and completely” resolved without the Crown.
  • No relief that the Court had jurisdiction to grant was sought by or against the Crown; therefore the Crown could not be added as a defendant.
  • Any wider procedural reform (as mooted by Judge Greene in 1944) must be effected by legislation or new rules, not judicial extension.
• The Lords consequently restored Judge Buckley’s strike-out order.

Holding and Implications

Final Holding – ORDER RESTORED; CROWN STRUCK OUT.

Implications: The decision re-affirms that disputes over tax assessments fall within the exclusive statutory jurisdiction of the Special Commissioners. The joinder power in Ord. 15 r.6 cannot be used to compel the Crown’s participation in private litigation where the Court can already decide the issues between the existing parties. Any broader mechanism for binding the Revenue in such actions requires legislative or rule-making change; the “consent procedure” survives only where every party, including opposing litigants, agrees.