Tasty Chicks Pty Limited & Ors v Chief Commissioner of State Revenue

Tasty Chicks Pty Limited and others (the taxpayers) appealed to the High Court of Australia against a decision of the Supreme Court of New South Wales, which had upheld an assessment by the Chief Commissioner of State Revenue (the Commissioner) for stamp duty. The dispute concerned the application of stamp duty to a series of transactions involving the transfer of shares in a company that owned land. The taxpayers argued that these transactions were not dutiable as they did not constitute a "dutiable transaction" under the relevant legislation, specifically the *Duties Act 1997* (NSW).

The central legal issue before the High Court was whether the transactions, which involved the acquisition of shares in a company that held land, constituted a "dutiable transaction" for the purposes of stamp duty. This required the Court to consider the definition of "dutiable transaction" and whether the specific circumstances of the share transfers fell within its scope, particularly in relation to the acquisition of an "interest in land" through the acquisition of shares in a land-holding company. The Court also had to determine if the Commissioner's assessment was correct in treating the share transfers as dutiable.

The High Court, in a joint judgment, found that the transactions were indeed dutiable. The Court reasoned that the *Duties Act 1997* (NSW) was designed to capture transactions that effectively transferred beneficial ownership or control of land, even if the transfer was achieved indirectly through the acquisition of shares in a company that owned the land. The Court applied the principle that the substance of a transaction, rather than its mere form, should be considered for stamp duty purposes. It concluded that the acquisition of shares in Tasty Chicks Pty Limited, which held land, resulted in the acquisition of an interest in that land for stamp duty purposes, thereby making the transactions dutiable.

The High Court dismissed the taxpayers' appeal and affirmed the decision of the Supreme Court of New South Wales.