O'MEAGHER and COMMISSIONER OF STATE REVENUE
[2013] WASAT 116
•25 JULY 2013
JURISDICTION : STATE ADMINISTRATIVE TRIBUNAL
STREAM: COMMERCIAL & CIVIL
ACT: TAXATION ADMINISTRATION ACT 2003 (WA)
CITATION: O'MEAGHER and COMMISSIONER OF STATE REVENUE [2013] WASAT 116
MEMBER: JUDGE T SHARP (DEPUTY PRESIDENT)
HEARD: 26 APRIL 2013
DELIVERED : 25 JULY 2013
FILE NO/S: CC 1445 of 2012
BETWEEN: MICHAEL WILLIAM O'MEAGHER
Applicant
AND
COMMISSIONER OF STATE REVENUE
Respondent
Catchwords:
Duty - Partnership property - Dissolution of partnership - Distribution of partnership property by agreement
Legislation:
Duties Act 2008 (WA), s 3, s 10, s 11, s 15, s 19, s 39, s 39(1), s 78, s 78(1), s 78(2)
Partnership Act 1985 (WA), s 43, s 50, s 51, s 57, s 57(3)(d)
Taxation Administration Act 2003 (WA), s 40(1)
Result:
Application dismissed
Summary of Tribunal's decision:
The partnership named M Maher & Co was dissolved on 4 October 2011. The partners, two brothers, entered into a written agreement as to how the assets of the partnership, including certain blocks of land, were to be dealt with. When the Commissioner assessed the agreement for duty purposes, he applied s 78 of the Duties Act 2008 (WA) to reach the dutiable value of some of the transfers. Section 78 deals with transfer of dutiable property upon the dissolution of a partnership.
The brothers objected to the assessment. They argued that the dutiable values of the dutiable transactions should be assessed under s 39, which deals with the calculation of dutiable values in the case of a partition of land held jointly. Upon disallowance of that objection by the Commissioner, one of the brothers applied to the State Administrative Tribunal for a review of the Commissioner's decision.
The Tribunal upheld the Commissioner's decision, finding that the applicable section is s 78 of the Duties Act, not s 39 as the brothers contended.
Category: B
Representation:
Counsel:
Applicant: Mr JG Young
Respondent: Ms R Panetta
Solicitors:
Applicant: Talbot Olivier
Respondent: State Solicitor's Office
Case(s) referred to in decision(s):
Connell v Bond Corporation Pty Ltd (1992) WAR 352
Fletcher Nominees Pty Ltd & Anor v SGMC Pty Ltd & Anor [2004] WASC 279
Grundy v Cassar [2010] WASC 409
Livingston v Commissioner of Stamp Duties (Q.) (1960) 107 CLR 411
McKeagg v Cortland [2004] WASC 130
REASONS FOR DECISION OF THE TRIBUNAL:
Introduction
This matter involves an application under s 40(1) of the Taxation Administration Act 2003 (WA) (TA Act) for review of a decision of the respondent (Commissioner). The decision under review is the Commissioner's decision of 20 July 2012 to disallow an objection to a Duties Assessment Notice issued by the Commissioner on 20 April 2012.
When the Commissioner disallowed the objection, however, he noted that the Notice needed to be amended. He therefore undertook to amend and reissue the Duties Assessment Notice, which he did on 13 November 2012. Unfortunately, the reissued Notice contained an error and consequently a corrected Notice was issued on 3 December 2012. As a result of the changes to the assessment, the parties have narrowed the issues for determination by the Tribunal and these issues are set out later in these reasons.
Material before the Tribunal
The application was filed on 31 August 2012. The Commissioner filed its written submissions on 11 March 2013. The applicant filed written submissions on 3 April 2013 and the Commissioner filed its reply to the applicant's submissions on 8 April 2013.
This matter was heard by the Tribunal on 26 April 2013. At the hearing the parties tendered two exhibits. Exhibit 1 is an agreed bundle of documents filed on 24 April 2013. Exhibit 2 is an agreed statement of facts and issues dated 11 February 2013 (Agreed Statement).
Agreed facts
The facts of this matter are set out in the Agreed Statement in substantially the following terms:
Mr Michael William O'Meagher (Michael), the applicant in these proceedings, and Mr Bryan Francis O'Meagher (Bryan) were in a partnership known as M Maher & Co (Partnership). The Partnership together with a family trust known as the O'Meagher Trust (Trust) operated fruit growing businesses.
Michael and Bryan were entitled in equal shares to the profits and losses and the capital of the Partnership.
The assets of the Partnership included the following properties:
(a)A one half undivided share (Partnership Share) in Lot 5 on Diagram 21704 being the subject of Certificate of Title Volume 1633 Folio 534 (Lot 5). Lot 5 has a property street address of 171 Irymple Road, Karragullen;
(b)Lot 6 on Diagram 21704 being the whole of the land comprised in Certificate of Title Volume 1209 Folio 89 (Lot 6). Lot 6 has a property street address of 8 Omeo Place, Karragullen;
(c)Lot 10 on Diagram 33029 being the whole of the land comprised in Certificate of Title Volume 1496 Folio 337 (Lot 10). Lot 10 has a street address of 1028 Brookton Highway, Karragullen.
(collectively, the Properties).
For completeness, and even though it is not in the Agreed Statement, I would also mention that at the relevant time Michael and Bryan as trustees of the Trust owned Lot 12 on Diagram 76061 being the whole of the land comprised in Certificate of Title Volume 1850 Folio 859 (Lot 12). Lot 12 has a street address of 133 Irymple Road, Karragullen.
In 2009, Michael and Bryan began negotiating the separation of their business interests.
In July 2011, a final agreement was reached for the separation of the business interests. Michael and Bryan and certain other parties entered into a Deed of Settlement and Release (Deed) to give effect to that final agreement.
The Deed is undated but was executed on 4 October 2011.
The Partnership was dissolved on 4 October 2011.
On 23 November 2011, the applicant's solicitors wrote to the Commissioner lodging the Deed which evidenced various dutiable transactions (including those under review in these proceedings) for assessment of duty as well as various supporting documents.
On 20 April 2012, the Commissioner issued a Duties Assessment Notice along with an explanatory letter of the same date. The Commissioner adopted the valuations verified by the Valuer General's Office for the purposes of his assessments.
Those valuations are not in dispute in these proceedings and are as follows:
•Lot 5 $2,000,000
•Lot 6 $ 390,000
•Lot 10 $1,900,000
•Lot 12 $ 950,000
On 15 May 2012, Bryan and Michael lodged an objection to the Commissioner's assessment. The Commissioner disallowed that objection and Michael applied to the Tribunal under s 40(1) of the TA Act for a review of that decision.
When the Commissioner disallowed the objection he confirmed that he would issue a reassessment in respect of Lot 10, which he did on 13 November 2012. Unfortunately, the amended assessment contained an error which has no bearing on this proceeding and on 3 December 2012 a corrected reassessment notice was issued.
The Deed
The provisions of the Deed are central to this proceeding. The following parts of the Deed are of particular significance:
1. The Deed expressly provides that headings are for ease of reference and do not affect the meaning of the Deed.
2. The recitals to the Deed include statements that:
a) the Partnership is the proprietor of the Partnership Share of Lot 5, the whole of Lot 6 and the whole of Lot 10;
b) Lot 12 forms part of the Trust;
c) both the Partnership and the Trust operate the fruit growing businesses.
3. In particular, Recital D provides as follows:
It has been agreed to separate the interests of Bryan and Michael in the Partnership and the Trust in the manner set out in this deed.
4. Clause 2 of the Deed is called 'Transfer of Interests' and says:
In consideration of Michael paying [$1,800,000] to Bryan, the transactions and matters set out in clauses 37 (inclusive) of this deed are to be carried into effect.
5. Clause 3 of the Deed is called 'Partition of Partnership assets'. Clause 3 relevantly provides as follows:
a) The Partnership Share of Lot 5 is to be transferred to Bryan. Bryan is then to transfer the Partnership Share of Lot 5 to another family trust.
b) Lot 6 is to be transferred to Bryan.
c) Four acres of Lot 10 are to be transferred to Bryan.
d) the balance of Lot 10 is to be transferred to Michael.
6. Clause 5.2 of the Deed relevantly provides that on the Effective Date, which is the date of execution of the Deed and which the parties agree is 4 October 2011, the operations of the fruit growing businesses are to cease. The Partnership Surplus Cash, being any surplus cash in the bank account of the Partnership after satisfaction of partnership debts and liabilities, is to be distributed between Michael and Bryan 'in a manner to be agreed, and failing agreement, is to be divided between them in equal shares'.
7. Clause 7 of the Deed is as follows:
Contemporaneously with the execution of this deed, the parties will execute:
(a) formal transfer of land documents; and
(b) all relevant duty assessment forms,
in respect of the transfers contemplated by clauses 3 and 4 of this deed.
8. The transfers 'contemplated' by cl 3 relate to Lot 5, Lot 6 and Lot 10. Clause 4 of the Deed relates to the vesting of Lot 12 in Bryan and the subsequent transfer of Lot 12 by Bryan in favour of another family trust. The dealings with Lot 12 have no significance in this matter.
Agreed issues
The Agreed Statement also sets out a statement of the agreed issues for determination. The issues are:
1.What are the transactions, dutiable or otherwise, affected by the Deed in relation to the transfer of:
• The Partnership Share of Lot 5 to Bryan?
• Lot 6 to Bryan?
• Four acres of Lot 10 to Bryan?
• Balance of Lot 10 to Michael?
2.What is the dutiable value of the dutiable transactions effected by the Deed in relation to the transfer of:
• The Partnership Share of Lot 5 to Bryan?
• Lot 6 to Bryan?
• Four acres of Lot 10 to Bryan?
• Balance of Lot 10 to Michael?
Subissues that the parties say arise from the second issue are:
• Is s 78(2) or s 39 of the Duties Act 2008 (WA) (Duties Act), or both, applicable in calculating the dutiable values of the agreements to transfer?
• In what circumstances does s 78(2) of the Duties Act apply? In what circumstances does s 39 of the Duties Act apply?
• In the relevant circumstances of this case, which of s 78(2) or s 39 (or both) of the Duties Act applies?
• If s 78(2) of the Duties Act is applicable in calculating the dutiable values of the agreements to transfer, what is the proper construction of s 78(2) of the Duties Act? If s 39 of the Duties Act is applicable, what is the proper construction of that provision?
The Duties Act
Section 10 of the Duties Act imposes a duty upon dutiable transactions, which are specified in s 11. They include a transfer or an agreement for the transfer of dutiable property.
Section 3 of the Duties Act defines a transaction to include an event.
Dutiable property is defined to include land in Western Australia; s 15 of the Duties Act. Land includes an interest in land; s 3 of the Duties Act.
Section 19 of the Duties Act relevantly provides that liability for duty on a dutiable transaction arises when the instrument is executed.
Section 39 of the Duties Act provides:
Partitions of property, dutiable values in case of
(1)For the purposes of this section, a partition occurs when property (some or all of which is dutiable property) that is held by persons jointly (as joint tenants or tenants in common) and beneficially is transferred or agreed to be transferred to one or more of those persons.
(2)The dutiable value of a partition is to be determined in accordance with the following formula
where
DV is the dutiable value;
A is the greater of the following amounts
(i)the sum of the amounts by which the unencumbered value of the property transferred or agreed to be transferred to a person exceeds the unencumbered value of the interest held by the person in all of the property immediately before the partition; or
(ii)the sum of any consideration for the partition paid by any of the parties;
X is the unencumbered value of all dutiable property the subject of the partition;
Y is the unencumbered value of all property the subject of the partition.
(3)The minimum amount of duty payable on a transaction that effects a partition is the amount of nominal duty.
Note:For example, A and B own lot 1 which has an unencumbered value of $400 000 and a boat that has an unencumbered value of $300 000.
The total value of the property being partitioned is $700 000 and A and B are each entitled to $350 000.
A is taking lot 1 by way of partition and the value of that lot exceeds A's entitlement by $50 000.
A's duty assessment:
$50 000 (excess entitlement) x $400 000 (value of dutiable property)
$700 000 (value of all property)
The dutiable value for the transfer of land to A is $28 571.
Section 78 of the Duties Act provides:
Transfer of dutiable property of partnership to retiring partner, dutiable value of
(1)This section applies if, on a person (the retiring partner) ceasing to be a partner in a partnership because of the retiring partner’s retirement from the partnership or its dissolution, dutiable property of the partnership is transferred or agreed to be transferred to the retiring partner.
(2)The dutiable value of a transfer of, or an agreement for the transfer of, dutiable property to the retiring partner must be reduced by an amount calculated by applying the retiring partner’s partnership interest in the partnership to the unencumbered value of the dutiable property immediately before the retirement or dissolution.
Note: Example for subsection (2)
A, B and C are in partnership in equal shares. B had a one‑third partnership interest immediately before retiring. On B ceasing to be a partner, A and C transfer land to B. The dutiable value of the land acquired by B will be reduced by onethird.
The Partnership Act
Section 43 of the Partnership Act 1895 (WA) (Partnership Act) provides that partners may by agreement dissolve a partnership.
Sections 50 and 51 of the Partnership Act provide as follows;
50. Application of partnership property
On the dissolution of a partnership every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to have the surplus assets after such payment applied in payment of what may be due to the partners respectively, after deducting what may be due from them as partners to the firm; and for that purpose any partner or his representatives may, on the termination of the partnership, apply to the court to wind up the business and affairs of the firm.
51. Sale of goodwill on dissolution
On the dissolution of a partnership every partner shall be entitled, in the absence of any agreement to the contrary, to have the goodwill of the business sold for the common benefit of all the partners.
Section 57 of the Partnership Act then provides:
Rules for distribution of assets on final settlement of accounts
(1)In settling accounts between the partners after a dissolution of partnership, the rules set out in subsections (2) and (3) shall, subject to any agreement, be observed.
(2)Losses, including losses and deficiencies of capital shall be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits.
(3)The assets of the firm, including the sums, if any, contributed by the partners to make up losses or deficiencies of capital, shall be applied in the following manner and order
(a)in paying the debts and liabilities of the firm to persons who are not partners therein;
(b)in paying to each partner rateably what is due from the firm to him for advances as distinguished from capital;
(c)in paying to each partner rateably what is due from the firm to him in respect of capital;
(d)the ultimate residue, if any, shall be divided among the partners in the proportion in which profits are divisible.
Commissioner's assessment
The applicant's objection to the Commissioner's assessment is limited to the manner in which the Commissioner assessed:
1.the event or transaction resulting in Bryan receiving the Partnership Share of Lot 5, the whole of Lot 6 and four acres of Lot 10 (Bryan's transaction);
2.the event or transaction resulting in Michael receiving the balance of Lot 10 (Michael's transaction);
It is agreed that the following proportional valuations will apply:
• The Partnership Share of Lot 5 $1,000,000
• Four acres of Lot 10 $ 113,400
• Balance of Lot 10 $1,786,600
The Commissioner's assessment of the dutiable value of Bryan's transaction is as follows:
Partnership Share of Lot 5 $1,000,000
Lot 6 $ 390,000
Four acres of Lot 10 $ 113,400
$1,503,400
Less 50% $ 751,700
Dutiable value for purposes of s 78(2) of the Duties Act
$ 751,700
The Commissioner's assessment of the dutiable value of Michael's transaction is as follows:
Balance of Lot 10 $1,786,600
Less 50% $ 893,300
Dutiable value for purposes of s 78(2) of the Duties Act
$ 893,300
The nature of partnership property
There is no disagreement between the parties that, during the existence of the Partnership, the Properties formed part of the assets of the Partnership and that, upon dissolution, the Properties formed part of the 'ultimate residue' referred to in s 57(3)(d) of the Partnership Act. It is also not in contest, and in any event it is undoubtedly the case, that during the life of the Partnership, Michael and Bryan 'might be properly described as each having an equitable interest in the nature of an equitable chose in action to have [the Properties] applied in accordance with the partnership relation including on a dissolution'; Grundy v Cassar [2010] WASC 409 at [136]. See also Connell v Bond Corporation Pty Ltd (1992) WAR 352 (Connell) at 366367 and K L Fletcher The Law of Partnership in Australia (9th ed, 2007) (Fletcher) at [5.40].
In Livingston v Commissioner of Stamp Duties (Q.) (1960) 107 CLR 411, Kitto J also described the nature of a partner's interest in partnership property. At 453 he said:
… the nature of the interest is peculiar in that his share in the partnership, … consists not of a title to specific property but of a right to a proportion of the surplus after the realization of the assets and payment of the debts and liabilities of the partnership … .
Similarly, in Connell, at 374, Malcolm CJ concluded:
Neither of [the partners] has a specific title in any individual asset. Neither of [the partners] can claim to have any particular asset appropriate to his share or transferred to him.
The parties' arguments
The parties accept that, following the dissolution of a partnership, any partner is entitled to have the partnership's property sold and applied in accordance with the provisions of s 57 of the Partnership Act. This is, of course, subject to any agreement between the partners to the contrary; Fletcher Nominees Pty Ltd & Anor v SGMC Pty Ltd & Anor [2004] WASC 279 at [21].
Further, there is no issue between the parties that the Deed is such an agreement. However, the effect of the Deed is where the parties differ.
The applicant says that the Commissioner has fallen into error in his conclusion that the Deed comprises one transaction, being an agreement for distribution in lieu of a sale of the Properties. The applicant contends that the Deed effects two transactions concerning the disposition of the Properties upon dissolution of the Partnership, being:
a)the first transaction which arises, by operation of law or by agreement, to the effect that the Properties are all to be held beneficially as well as legally by Michael and Bryan as tenants in common in equal shares; and
b)the second and following transaction, that the Properties are then partitioned in the manner set out in cl 3 of the Deed.
In oral submissions, the applicant through counsel provided some further explanation about these two transactions when he said:
The property stands in the name of both brothers. Under the Partnership Act, whilst the partnership exists, they hold subject to those sui generis interests that the Partnership Act creates by virtue of s 50, 51, and, to some degree, 57. When the partnership is dissolved and they become entitled, those sui generis interests simply disappear. They are not transferred, they are not granted. They simply disappear.
(T:30; 26.04.13).
The applicant goes on to say that the first transaction results in Michael and Bryan becoming entitled to the Properties in equity and law as tenants in common in equal shares. The applicant says that this is not a dutiable transaction within the meaning of the Duties Act.
The applicant then says that the second transaction is a partition of coowned land, which is dutiable under s 39 of the Duties Act. The applicant sets out the calculations of the dutiable values of, respectively, Bryan's transaction and Michael's transaction. Using the valuations set out earlier in these reasons, the applicant concludes that the dutiable value of Bryan's transaction is nil and the dutiable value of Michael's transaction is $141,600.
I will not burden these reasons with those calculations, because the Commissioner agrees that, if the Tribunal accepts the applicant's propositions, then those dutiable values in respect of the second transaction are correct.
However, the Commissioner disagrees with the applicant's analysis of what occurred in respect of the Properties upon the dissolution of the Partnership.
The Commissioner's argument is that, upon the dissolution of the Partnership, an agreement in the form of the Deed was reached such that, relevantly:
a)the Partnership Share of Lot 5 was to be transferred to Bryan;
b)Lot 6 was to be transferred to Bryan;
c)four acres of Lot 10 was to be transferred to Bryan; and
d)the balance of Lot 10 was to be transferred to Michael.
The Commissioner says that this is supported by a proper construction of the Deed.
The Commissioner then says that s 78(1) of the Duties Act provides that s 78 applies where the dutiable property of the partnership is transferred or agreed to be transferred and that therefore the dutiable value of those transfers should be calculated by applying s 78(2) of the Duties Act. That calculation, in the Commissioner's submission, is as set out under the heading 'Commissioner's assessment' set out earlier in these reasons.
Findings
It is clear that s 50 of the Partnership Act provides that a partner following a dissolution of the partnership may seek to have the assets of the partnership sold. Section 57 then indicates how the proceeds are to be distributed upon settlement. As Simmonds J said in McKeagg v Cortland [2004] WASC 130 at [9]:
… the starting-point, it seems to me, is firstly the fact that the partnership was dissolved, by written notice by the defendant in July 2003, as the parties have both conceded, and is agreed as an order I should make. There are also s 50, s 51 and s 57 of The Partnership Act 1895 (WA). The first two provisions confirm the entitlement of a partner following a dissolution to seek to have the assets of the partnership, including its goodwill, sold, while the third provision indicates how the proceeds are to be applied.
This view is supported by Fletcher at [7.75] where he says:
As a general rule, on the dissolution of a partnership each partner is entitled to have the firm's property sold and applied in accordance with the provisions of [s 57 of the Partnership Act]. In the absence of an agreement to the contrary, in which all the partners concur, the assets must be sold for cash.
In this case, there was such an agreement to which both partners were parties, namely the Deed.
Upon analysis of the provisions of the Deed, I do not accept the applicant's 'two transactions' argument. As I have observed, when a partnership is dissolved, the property of the partnership is either sold or dealt with otherwise by agreement. There is simply no support for the applicant's argument that there is another possibility, namely that upon dissolution, the mere act of agreeing that the partnership property is not to be sold means that the legal interests which the parties have in the partnership property somehow become beneficial interests.
That is not to say, of course, that the partners could not agree that this is what is to occur. In my view, it would have been open to Bryan and Michael to agree to the 'two transactions' approach. However, the Deed was not drafted in that way. Contrary to the applicant's contentions, I do not consider that the Deed contains an agreement that Michael and Bryan should each become the beneficial owners of the Property as tenants in common in equal shares, followed by an agreement to partition those Properties. The Deed provides that, in Recital D, the separation of the interests of Bryan and Michael in the partnership assets is to be in the manner set out in the Deed. It then goes on to relevantly state that upon the dissolution of the Partnership:
a)Bryan was to receive the Partnership Share of Lot 5, the whole of Lot 6 and four acres of Lot 10.
b)Michael was to receive the balance of Lot 10.
The applicant points to the heading of cl 3, and in particular to the word 'partition'. The applicant also refers to cl 7.3(a), which deals with payment of duty as a result of the partition of the partnership assets (my emphasis). The applicant says that this is a clear indication of the existence of the second transaction in his 'two transactions' approach.
I disagree. Leaving aside the issue of whether or not the heading to cl 3 forms part of the Deed, I consider that the word 'partition' in both that heading and in cl 7 is being used in its ordinary sense of separation or division, rather than in the technical sense of partition described in s 39(1) of the Duties Act.
In any event, unless I accept the proposition that the agreement not to sell the Properties upon the dissolution of the Partnership in itself creates a beneficial interest in the Properties in favour of Michael and Bryan, which I do not, then the technical requirements of s 39(1) are not met. Section 39(1) requires that for a partition to occur, property must be held by persons jointly and beneficially.
I therefore consider that it is s 78, and not s 39, of the Duties Act that applies to the transfer to Bryan of the Partnership Share of Lot 5, Lot 6 and four acres of Lot 10. The same applies to the transfer of the balance of Lot 10 to Michael.
I also consider that the dutiable value of those transactions is as set out in the Commissioner's assessment, namely in the case of the transfer to Bryan, $751,700 and in the case of the transfer to Michael, $893,300.
One of the subissues raised by the parties is that if s 78 of the Duties Act is to apply, then what is the proper construction of s 78(2)? The applicant in his application contended that on a proper construction of s 78(2), the dutiable value of the dutiable property to be transferred to a retiring partner on dissolution of a partnership is to be reduced by the unencumbered value of all of the dutiable property belonging to the partnership immediately before the dissolution. The reduction, the applicant says, is not to be limited to the partnership interests of each individual retiring partner. The result in this case is to reduce the dutiable value of the dutiable transactions to nil in each case.
Taking Michael's transaction as an example, the applicant says that the dutiable value of the balance of Lot 10 is arrived at by reducing its actual value, $1,786,600, by half of the value of, in total, the Partnership Share of Lot 5, Lot 6 and Lot 10. The Commissioner on the other hand says that the value of the balance of Lot 10 is to be reduced by one half.
After considering the applicant's written submissions, I had understood that this point was not to be pursued. However, at the hearing, when counsel for the Commissioner suggested that the construction of s 78(2) of the Duties Act was no longer an issue, the applicant through counsel said this:
Perhaps I might interrupt at that point. That was in relation to what I might call the direct transfer theory. In the respondent's reply, there is an application of s 78 to the dissolution the arising of tenancy in common on dissolution and there is contention as to the application of s 78 in those circumstances if s 78 is in fact enlivened.
If it is the case that the applicant is still pressing that particular point, I find that the point is not made out. To accept the applicant's argument would require the implied inclusion in s 78(2) of the additional words 'of the partnership' before the words 'immediately before the retirement or dissolution'. This would produce an absurd result. It would also be inconsistent with the example appended to s 78(2) of the Duties Act.
Orders
The Tribunal orders that:
1. The decision of the Commissioner of State Revenue dismissing the applicant's objection to the assessment of duty is affirmed.
2. The applicant's application is dismissed.
I certify that this and the preceding [63] paragraphs comprise the reasons for decision of the State Administrative Tribunal.
___________________________________
JUDGE T SHARP, DEPUTY PRESIDENT
4
3