Commissioner of Territory Revenue v Alcan (NT) Alumina Pty Ltd

The Commissioner of Territory Revenue (the Commissioner) appealed to the High Court of Australia from a decision of the Supreme Court of the Northern Territory concerning the assessment of stamp duty payable by Alcan (NT) Alumina Pty Ltd (Alcan). The dispute arose from the Commissioner's assessment of stamp duty on a deed of covenant and a related sale agreement, which the Commissioner contended constituted a dutiable transaction. Alcan argued that the transaction was not dutiable, or alternatively, that the duty assessed was excessive.

The High Court was required to determine whether the deed of covenant, when considered in conjunction with the sale agreement, constituted a dutiable transaction for the purposes of the *Stamp Duty Act 1978* (NT). Specifically, the court had to consider whether the deed of covenant was an "instrument" that effected or evidenced a dutiable transaction, and if so, whether the consideration for the transaction was correctly assessed by the Commissioner.

The High Court held that the deed of covenant, by itself, did not effect or evidence a dutiable transaction. However, when read in conjunction with the sale agreement, it was clear that the deed was intended to be part of a single transaction. The court found that the deed of covenant was an instrument that evidenced the transaction, and that the consideration for the transaction was the amount paid by Alcan for the shares in the company. The court applied the principle that instruments should be read together to ascertain the true nature of the transaction.

The High Court allowed the Commissioner's appeal, setting aside the order of the Supreme Court of the Northern Territory and remitting the matter to the Commissioner for reassessment of stamp duty in accordance with the court's reasons.