MSP Nominees and Anor v Comm of Stamps

In *MSP Nominees Pty Ltd v Commissioner of Stamps (WA)*, the High Court of Australia considered an appeal from the Supreme Court of Western Australia concerning the assessment of stamp duty. The dispute arose from the Commissioner of Stamps' assessment of duty on a transfer of shares in a company, where the Commissioner argued that the transaction constituted a "conveyance" for the purposes of the *Stamp Act 1921* (WA). The taxpayers, MSP Nominees Pty Ltd and another, contended that the transfer of shares did not fall within the definition of a conveyance liable to ad valorem duty.

The central legal issue before the High Court was whether the transfer of shares in a company constituted a "conveyance" as defined by section 75 of the *Stamp Act 1921* (WA), and consequently, whether it was subject to ad valorem stamp duty. The Commissioner's position was that the transfer of shares was a conveyance of property, and therefore dutiable. The taxpayers argued that the nature of shares as choses in action meant their transfer was not a conveyance of property in the sense contemplated by the Act.

The High Court, in allowing the appeal, reasoned that the definition of "conveyance" in section 75 of the *Stamp Act 1921* (WA) was intended to capture the transfer of an interest in property, but not the transfer of a chose in action. Gleeson CJ and Gummow J held that shares in a company are choses in action, and their transfer is effected by a different legal mechanism than the conveyance of tangible property or interests in land. They distinguished the transfer of shares from the types of transactions the Act intended to capture as conveyances, emphasizing that the Act's language did not extend to the transfer of intangible rights represented by shares.

Consequently, the High Court ordered that the appeal be allowed, and the assessment of stamp duty by the Commissioner of Stamps be set aside.