ATO property and construction guidance Current tax issues affecting the industry

Transcription

1 Pitcher Partners Advisors Proprietary Limited ABN ATO property and construction guidance Current tax issues affecting the industry Michael Hay and Craig Whatman November 2018

2 ATO activity Funding Vacant land measures International activities ALP policies 2

3 What attracted ATO attention historically Whether activities are a business or a profit making undertaking Involvement of an SMSF in undertaking or funding development projects Profits returned as capital gains where Sale occurs shortly after the completion of subdivision History of property development in the entity s wider economic group Accounting for construction contracts between a land owner and related developer Calculation of the cost of land held as trading stock 3

4 Round table discussion ATO & selected advisers Restricted consultation on first draft of guidance Oct /Nov 2017 Public consultation on second draft of guidance July 2018 Guidance yet to be finalised Not fully supported by case law 4

5 Key items covered Capital versus revenue Property Development Agreement (PDA) Land banking activities Indirect tax issues 5

6 Capital versus revenue For landowners Key items ATO believe would make property revenue Purpose at acquisition Period of ownership and use prior to development Prior development activity Extent of involvement with re-zoning and development approvals Level of landowner s legal and financial control during development 6

7 CAPITAL VS REVENUE FOR LANDOWNER Agreement for land to be developed and sold Key question is whether gain capital or revenue Distinction between examples 1 and 2 unclear where passive landowner Some ATO positions unsupported by case law Example 1 Landowner receives + $80m + 10% of profits Example 2 Landowner receives residual after + Developer costs + 11% margin + 22% of profits Mere realisation Landowner guaranteed a return Developer takes on risk Business of property development Landowner taking on greater risk Landowner has greater scope for reward 7

8 CHARACTERISING DEVELOPMENT ARRANGEMENT Agreement for land to be developed and sold Key question is relationship between landowner and developer Example 2 Landowner receives residual after + Developer costs + 11% margin + 22% of profits Landowner commenced to carry on business Land converted to trading stock triggers a CGT event ATO re-interpreting intention of the parties Example 3 Landowner receives + $30m (half land value) + 50% of net sales proceeds Sale proceeds held on constructive trust for landowner and developer Development agreement effectively creates a (tax law) partnership 8

9 SNAPSHOT Adjustments arising from audits 361,107 Objections 24,350 Proportion of objections that result in litigation Total legal services expenditure 15.6 per thousand $85.5 million 9

10 LAND BANKING ACTIVITIES Developer entity YES Does work for a related land banking entity? YES Risk factor Consistent tax losses / small profits in developer entity ATO issues considered Do profits reflect the commercial risks borne? Capital versus revenue for landowner Income recognition in accordance with accepted long term construction contract methods YES 10

11 INDIRECT TAX ISSUES ABN registration carrying on a business? Complexity if PDAs constitute a trust or partnership Other issues not in the paper Landholder duty provisions Economic entitlements Margin scheme Farm land exemption 11

12 Revenue collection New measures Phoenix measures GST director penalty notice Nondeductibility for no ABN withholding and PAYG withholding GST withholding on residential Taxable payments annual report ABN registration 12

13 TOUGHER LENDING MARKETS 13

14 NEW APRA RULES FOR NON-ADI LENDERS Is the entity a registrable corporation? YES Has the entity registered? YES Have required documents been filed with APRA? NO NO Penalties Failure to register 50pu s / $10,500 Failure to file 50pu s / $10,500 Both applied on a daily basis while non-compliant 14

15 Alternative debt products Loan Lender Company Developer s project Interest + profit share Income tax Covering debt / equity, distributions, s.25-85, etc. Tax issues Indirect tax Covering landholder, economic entitlement, input tax credits etc. 15

16 Alternative debt products Loan Lender Company Interest TRUST Developer Unit Trust Ordinary units profit share Alternative unit trust structure Duty provisions need to be considered 16

17 Division 7A proposals BEFORE TRUST TRUST Equity $2 Loan 6.1% Loan 6% FinCo No Div 7a problems Loan 6.1% TRUST 17

18 Division 7A proposals AFTER TRUST TRUST Loan 6% Equity $2 FinCo Loan 6.1% Loan 6.1% RBA s small biz variable overdraft rate + 10 annual principal repayments TRUST 18

19 19

20 VACANT LAND MEASURES Costs relating to holding land YES Is there a substantive permanent building or structure used or ready for use? No Used by the landowner, an affiliate or connected entity? No Deductions denied some concerns Partly vacant land Scope of related business entities limited Deductions should be quarantined not denied Denied deductions should form part of the cost for all purposes not just CGT Treatment of amounts incurred after business ceases requires clarification 20

21 Restructuring considerations Issues for consideration Particularly if law enacted as currently proposed Using companies (excluded from provisions) Entering into PDAs earlier Other?? 21

22 New foreign hybrid measures TRUST Trust No. 1 50% Australia USA TRUST Unit Trust Property LLC TRUST Trust No. 2 50% 22

23 Key proposals to date Capital gains tax discount halved Negative gearing losses to be quarantined Imputation credit non-refundable Minimum 30% tax on discretionary trust distributions Exception for new housing Pensioners and SMSF s with at least one pensioner member Exception for Fixed trusts Deceased estates and testamentary trusts Special disability trusts Farm trusts Charitable trusts and philanthropic trusts 23

24 Property changes Key tax policies Negative gearing To be limited to new housing Losses to be quarantined and can be offset against income and capital gains in subsequent years Application date after next election Investments made before that date unaffected CGT discount CGT discount for assets to be halved to 25% Exceptions super funds or small business assets Application date after next election Investments made before that date unaffected 24

25 Example CGT discount Australian resident individual holds property for at least 12 months Property is held on capital, not revenue account Property is disposed of for $1m Assume cost base of $300,000 Current position Proposed position Consideration $1,000,000 $1,000,000 Less: cost base ($300,000) ($300,000) Capital gain $700,000 $700,000 Less: CGT discount ($350,000) ($175,000) Net capital gain $350,000 $525,000 Tax 47% $164,500 $246,750 Effective tax rate 23.5% 35.25% 25

26 Property changes What will these changes mean for the property market? Some sectors of property market already softening Existing investments are grandfathered will there be a shortterm increase in investment? 26

27 Minimum tax on trust distributions Minimum 30% tax on discretionary trust distributions to individuals over age of 18 Intention to prevent use of trusts to split income to individuals to access lower marginal tax rates Exclusions special disability trusts, testamentary trusts, deceased estates, fixed trusts, public unit trusts, farm trusts, charities From 1 July 2019* 30% tax even though may be in lower tax threshold TRUST Corporate beneficiary *Subject to change depending on Federal election 27

28 Refunds of franking credits Removal of refundable franking credits Individuals and SMSFs From 1 July 2019* Will not apply to tax exempt charities, NFPs with DGR status Will not apply to pensioners and allowance recipients and SMSFs with at least one age pensioner or allowance recipient prior to 28 March 2019* *Subject to change depending on Federal election 28

29 Example refunds of franking credits Company Current full refund Proposed no refund Profit Tax payable (30) (30) Net profit after tax SMSF not in pension phase Fully franked dividend Gross up franking credits Current full refund Proposed no refund Taxable income Tax 15% Franking credits (15) (15) Cash refund

30 Pitcher Partners Advisors Proprietary Limited ABN State taxes and GST update Jessica Gahang and Elisha Herbert November 2018

31 State taxes update 31

32 Agenda What we are covering today VICTORIAN STAMP DUTY Changes in partnership interests New aggregation rule for companies and trusts for foreign purchaser additional duty purposes Scope and guidelines for exemption from foreign purchaser additional duty VICTORIAN LAND TAX Absentee owner surcharge for property held in chain of trusts Scope and guidelines for exemption from absentee owner surcharge Vacant residential land tax 32

33 Victorian stamp duty Partner s interest in partnership assets (Danvest) Issue Was the acquisition of units in a unitized partnership an acquisition of an interest in the land owned by a nominee/manager of partnership for the purposes of the Duties Act 2000 (Vic)? Decision No, Court of Appeal upheld decision of Supreme Court Response Legislation amended 33

34 Victorian stamp duty Example of dutiable transaction post-danvest Original partnership Partner B sells its 50% interest to a new partner C A B C Nominee / Manager Land held by Nominee / Manager on behalf of the Partnership Victorian land Under the new partnership provisions Partner C is taken to acquire a 50% beneficial ownership in the land of the partnership, which is a dutiable transaction 34

35 Foreign purchaser acquisition duty (FPAD) Background Foreign purchasers People who are liable to pay additional stamp duty at a rate of 7% when they acquire residential property in Victoria Foreign corporation A corporation incorporated outside Australia A corporation that includes a corporation in which a foreign natural person, another foreign corporation or trustee of a foreign trust has a controlling interest of more than 50% Foreign trust Where a foreign natural person, foreign corporation or trustee of another foreign trust has a substantial interest of more than 50% in the trust estate of that trust Previously, only interests of the foreign person and all associates of that foreign person were counted New aggregation rule counts the interests of all foreign persons (whether associated or not) in determining whether FPAD is payable 35

36 Foreign purchaser acquisition duty (FPAD) New aggregation rule Local A Foreigner B 33% 33% 33% Foreigner C Company Residential property Under the new provisions Although the shareholders are all unrelated, all foreign interests are aggregated, resulting in a >50% foreign controlling interest 36

37 Foreign purchaser acquisition duty (FPAD) Commissioner s discretion Commissioner may determine that a company or trust is not a foreign purchaser Relevant factors Nature & degree of interest of ownership and control Practical influence to determine, directly or indirectly, the outcome of decisions of the entity The ability to influence the outcome of financial, operating and management decisions of the corporation or trust Any other relevant circumstances Key criteria New guidelines published on 1 October 2018 Degree of foreign influence Commercial activities must significantly add to the supply of housing stock in Victoria Impact on the economy and community in Victoria Good corporate behaviour 37

38 Victorian land tax Absentee owner surcharge (AOS) Vacant residential land tax (VRLT) 38

39 Absentee owner surcharge (AOS) Background WHAT IS IT? Additional land tax on taxable Victorian land owned by an absentee owner Application Applies to all types property Rate 1.5% of the taxable value for 2017 land tax year onwards Charge A recurring annual cost which is not transaction-based Assessed as at 31 December Requirement to notify the SRO of absentee owner status by 15 January 39

40 Absentee owner surcharge (AOS) Land held by a chain of trusts Local share 80% 20% Foreign share Make up of trust TRUST 100% Head Unit trust New method for calculating AOS for an absentee trust for the 2018 land tax year Only applies to land held by a trust in a chain of trusts AOS calculated on the proportion of interest a foreign beneficiary owns directly and indirectly in the land Need to notify the SRO TRUST 100% Sub Unit trust Land AOS would apply to 20% of the taxable value of the land 40

41 Absentee owner surcharge (AOS) Commissioner s discretion The Commissioner of State Revenue may exempt an absentee person from AOS Relevant factors are similar to those for the FPAD purposes Exemption extended to absentee beneficiaries in relation to an absentee trust for the 2018 land tax year Build-to-rent developments may qualify for the exemption The exemption will cease to apply when the development is completed as the absentee corporation / trust will then be considered a passive investor or landlord 41

42 Absentee owner surcharge (AOS) Kamirice $192m interest free loan 100% ownership E&H BVI Kamirice AU Service agreement Kador AU Cost 2002 $61.9m Improvements $80m Improvements planned $8m VCAT upheld Commissioner decision not to grant an exemption 42

43 Absentee owner surcharge (AOS) Kamirice Nature and degree of control Sole shareholder significant Ability to influence key decisions E&H had the ability to exert significant influence Contribution to economy No evidence of substantial business activity passive investor Highlights the difficulties in obtaining an exemption for passive investments 43

44 Vacant residential land tax (VRLT) Background WHAT IS IT? Annual tax on residential land in specified council areas that was vacant for > 6 months during the previous year Application Rate State Revenue Office (SRO) Commenced 1 January 2018 and is assessed on calendar year basis 1% of the capital improved value of the land Requirement to notify SRO by 15 Jan the following year Specified Council Areas Residential land Vacant Inner and middle suburbs of Melbourne Land capable of being used solely or primarily for residential purposes, exclusions apply Residential land not used and occupied for > 6 months in the preceding calendar year 44

45 Vacant residential land tax (VRLT) Land under construction or renovation Residential land includes land on which a residence is being constructed or renovated, where The land was capable of being used solely or primarily for residential purposes before the start of construction or renovation On completion of the construction or renovation, the land will be capable of being used solely or primarily for residential purposes Property will be considered vacant if Construction / renovation not completed by 31 December of the preceding tax year; and Less than 2 years since date of issue of building permit (subject to Commissioner s discretion) A number of fact specific exemptions 45

46 Vacant residential land tax (VRLT) Land under construction or renovation Construction Construction complete as at 31 December Jan Jan Jan Jan Jan 2023 Permit issued VRLT not payable for 2020 VRLT not payable for 2021 VRLT not payable for 2022 VRLT payable for 2023 Less than 2 years since permit issued Less than 2 years since permit issued More than 2 years since permit issued BUT construction completed by 31 December 2021 If property retained by land owner AND vacant for > 6 months in calendar

47 Action items Stamp duty New rules for partnerships Potential refund opportunity for previous transactions New aggregation rule for FPAD Review availability of exemptions from FPAD Land tax Notify SRO by 15 January 2019 Check calculation of AOS particularly extent of foreign beneficiary s interest Review availability of exemptions from AOS and VRLT 47

48 GST update 48

49 Agenda What we are covering today Scope & operation Practical issues GST WITHHOLDING REGIME OTHER UPDATES Changes to director penalty provisions Case update Business name registration & TPARs 49

50 Scope of the provisions Importance of contract date Contract date Before 1 July 2018 Consideration first provided before 1 July 2020 (other than deposit) Consideration first provided after 30 June 2020 (other than deposit) After 30 June 2018 Contract date determines whether GST withholding regime potentially applies 50

51 Scope of the provisions Potential residential land (PRL) Potential residential land Land that is permissible for residential purposes, but does not contain any buildings that are residential premises Other requirements Land must be included in a property subdivision plan Land must not contain any building in use for a commercial purpose Broad meaning Can include super lots and individual residential lots What to look for Registered property subdivision plan and zoning B2B Test Is the purchaser registered and acquiring the land for a creditable purpose? If yes, no withholding is required. 51

52 Operation of the provisions Notification obligation Draft legislation released The requirement for the supplier / legal land owner to provide a notification to be removed Notification to be issued by representative member of the GST group 52

53 General rate Margin scheme Contract price Withholding rates 1/11 th of contract price (incl. GST) 7% of contract price (incl. GST) Contractual adjustments vs. Settlement adjustments 53

54 ATO systems issues Auto transfers not working Despite vendors providing a notification form with relevant details, purchasers are still getting it wrong when lodging the ATO forms 54

55 Other GST news 55

56 Changes to scope of Director Penalty Regime Draft legislation released Directors to be personally liable for unpaid GST debts of a company Part of Government focus on phoenix operators Concerns around the drafting of the legislation very broad Consultation period has ended submission has been lodged 56

57 CASE UPDATE A cautionary tale SM Ho & Ors and FCT [2018] AATA 3911 Affecting suburban property development, new residential premises, going concern, margin scheme and penalties ATO issued default assessments + shortfall penalty 50% + default penalty of 75% Sale of Lot 1 Sale of Lot 2 Sale of Lot Going concern? Substantial renovations? Margin scheme calculation? 57

58 CASE UPDATE Importance of approved valuation Decleah Investments Pty Ltd and Prince Removal and Storage Pty Ltd as Trustees for the PRS Unit Trust v FCT [2018] FCA 717 Meaning of approved valuation for margin scheme purposes Approved valuation? Appealed to Federal Court Margin Scheme Valuation 1 July 2000 AAT held No 50% penalty imposed Appeal Allowed Evidence not properly considered by AAT 58

59 CASE UPDATE Construction of contracts Construction of contracts MSAUS Pty Ltd as Trustee for the Melissa Trust and Commissioner of Taxation [2017] AATA 1408 Whether the special conditions overrode the particulars of sale which applied to treat the sale as a supply of a going concern + Commissioner argued NO margin scheme Written agreement Going concern to apply Special condition Margin scheme to apply (subject to certain events) Held Special condition valid Margin scheme applied 59

60 Other items of note Business name registrations Deadline to register with ASIC extended by 5 years to 31 October 2023 Do you use a name other than legal name of entity? Important for issuing and receiving a valid tax invoice & limiting exposure to no-abn withholding rules Expansion of Taxable Payments Annual Reporting (TPAR) Extended to entities that make supplies of cleaning and courier services from 1 July 2018 From 1 July 2019 Road freight services Security, investigation or surveillance services Information technology services (first TPAR due on 28 August 2020) 60

61 Pitcher Partners Advisors Proprietary Limited ABN Evidencing transactions The importance of supporting your transactions Alexis Kokkinos and Peter Gillies November 2018

62 Taxpayer s task Tax agent s role Examples from case law 62

63 Taxpayer s task and tax agent s role 63

64 Evidencing transactions Taxpayer s task Taxpayer s burden of proof Show correct position ATO error not enough Witness evidence The assessment is excessive or that the assessment is incorrect Must also prove what the correct amount of the assessment is Not enough to show ATO made error or assessment is wrong From the taxpayer or related party will be approached critically 64

65 Evidencing transactions Tax agent s role Taxpayer s Safe harbour Reduction in penalty where taxpayer has provided the registered tax agent all relevant taxation information Tax agent s Reasonable care Must take reasonable care in ascertaining a client s state of affairs where it is relevant to a statement made or a thing done on behalf of the client 65

66 Recent cases involving commercial issues and related tax issues 66

67 Evidencing transactions Recent cases involving commercial issues and related tax issues Were transactions classified as loans? Rowntree v FCT 2018 Did the loan exist? Michell v Onroad Offroad Pty Ltd 2018 Payment pursuant to a guarantee? Carioti v FCT exchange a contract? Birdsey v Vincent and Gunn 2017 Effective assignment? JJ Armstrong Pty Ltd v Hamptee Pty Ltd 2017 Payment by journal entries? White v Timbercorp Finance (In Liq)

68 Rowntree v FCT 2018 Evidencing transactions Were transactions classified as loans? Dividend / profit stripping arrangements Arrangements used to circumvent Division 7A Three arrangement totalling $4.12M of payments to Mr Rowntree Mr Rowntree submitted that payments were loans for Division 7A ATO challenged whether loans really existed 68

69 Rowntree v FCT 2018 Evidencing transactions 1 st dealing Were transactions classified as loans? Loan $640K Mr Rowntree Assigned loan $640K Assigned loan $640K T R U S T Rowntree Trust Dividend $640K BR Redd Holdings Ltd Europium Ltd Eugenius Holdings Pty Ltd Voluntary Credits Pty Ltd First transaction Second transaction Third transaction 69

70 Rowntree v FCT 2018 Evidencing transactions 2 nd dealing Were transactions classified as loans? Dividend $1.60m T R U S T Rowntree Trust Eugenius Pty Ltd Loan $1.60m Repayment $1.60m Mr Rowntree Loan $1.60m T R U S T Rowntree Trust Eugenius Holdings Pty Ltd Capital 122-A $1.60m Loan $1.60m Voluntary Credits Pty Ltd Eugenius Pty Ltd First transaction Second transaction 70

71 Rowntree v FCT 2018 Evidencing transactions 3 rd dealing Were transactions classified as loans? Dividend $1.88m T R U S T Rowntree Trust Galerius Pty Ltd Loan $1.88m Repayment $1.88m Mr Rowntree Loan $1.70m T R U S T Rowntree Trust Galerius Holdings Pty Ltd Capital 122-A $1.70m Loan $1.70m Voluntary Credits Pty Ltd Galerius Pty Ltd First transaction Second transaction 71

72 Were the payments classified as loans? Mr Rowntree, as borrower, entered into a loan facility agreement with Eugenius, as lender, that defined an advance as any advance or loan made to the Borrower by the Lender after the date of this Agreement. Clause 3.1 provided that interest was payable on such advances. The loan documentation created subsequent to his various receipts reflected only the possibility of his borrowing in the future and did not acknowledge the occurrence of any past transaction which he much later told the Tribunal the documents supported. while the Tribunal accepted that Mr Rowntree believed that he had contracted for a loan, what he did, on its analysis, was too ambiguous or uncertain to be viewed, in fact or law, as a legally binding contract for loan. 72

73 Michell v Onroad Offroad P/L 2018 VSC Evidencing transactions Did the loan exist? Factual circumstances Limited evidence as to origins of loan account No agreement or other documentation discovered Arguments by trustee Agreement could be inferred from conduct Company records are prima facie evidence of matters recorded Debt was not statue barred due to admission of liability Legal outcomes Evidence contradicted the existence of the alleged loan agreement Statutory requirements to revive debt not satisfied by directors declaration 73

74 Carioti v FCT 2017 Evidencing transactions Payment pursuant to a guarantee? T R U S T C Trust 3 Deed of Guarantee % 50% T R U S T S Trust T R U S T Sine Trust T R U S T Developer Trust 26 June 2007 minutes despite numerous attempts the loan remains unpaid. Directors resolved that the loan be written off; that the guarantee be exercised and amount recovered from the guarantors Identical for all three trusts Loan $4.3m 1 Loan agreement Acknowledgement of Debt

75 Evidencing transactions What did the court accept? Loan Agreement One page document prepared by accountant Signed by C & S as directors of Sine Trust C appointed 12 Jun 2004 Signed by B & G as directors of borrower G appointed 8 Mar Deed of Acknowledgement One page document prepared by accountant Identical in form to 2003 loan agreement Deed of Guarantee Prepared by accountant C Trust and S Trust agreed to secure debt owed to Sine Not signed by Sine Trust or borrower 75

76 Was there a payment under the guarantee? It is not to the point that the guarantors may have paid... Unless a payment can be linked to the guarantors obligations, I cannot conclude that that is what any such payment represented. And the Applicants case is based squarely on the proposition that the payments, if made, were in response to a call on the guarantee Sine was not at arm s length from either of the guarantors. With the same directing minds on both sides of the guarantee, it is not enough [to assert] that Sine called on [the Discretionary Trusts], to honour obligations that each is said to have had... They need to be able to establish, on the basis of objective evidence, that this is what actually happened. That is especially so where the guarantee arrangement itself was so unusual, with the Guarantors in the lender s camp 76

77 Was there a payment under the guarantee? Nor is the Applicant s case fortified by the fact that the payments said to have been made in response to the call on the guarantee were recorded [in the wrong entity]. There is no adequate explanation of that alleged error. Making such a fundamental error with respect to an amount of such magnitude cannot simply be explained away as an oversight. Instead, it bespeaks either of outright confusion about the true nature of the arrangements or extreme sloppiness. Although there is a measure of plausibility to some of the elements of the Applicants case, there is none to the whole. The approach from the beginning was to cut corners as is evident from the documents on which they rely so heavily, but which barely reflect the intentions of the parties 77

78 Birdsey v Vincent and Gunn 2017 Evidencing transactions exchange a contract? 11 Mar Letter from solicitor 18 Mar from accountant 11 May from accountant 10 Jun to accountant The executors think it appropriate that you liaise direct with [accountant] regarding your client s withdrawal from Noriel If Mrs B is to transfer her interest in Noriel this could take place by transferring her shares at a value of $775,941 Can you please advise whether your client is happy to accept the 17 March valuation Mrs B is happy to accept the 17 March valuation Would you please proceed accordingly. 78

79 JJ Armstrong Pty Ltd v Hamptee Pty Ltd 2017 Evidencing transactions Effective assignment? Hi 5 (Mr Sakhayi) Painter Invoice JJ Armstrong Pty Ltd Developer Assignment Hamptee Pty Ltd Company owned by Mr Sakhayi Statutory demand 79

80 JJ Armstrong Pty Ltd v Hamptee Pty Ltd 2017 Evidencing transactions Effective assignment? Legal assignment Section 134 of the Property Act Legal assignment in writing? Notice in writing? Evidence of an equitable assignment? Taxation implications of incorrect assignments 80

81 White v Timbercorp Finance (In Liq) 2017 Evidencing transactions Payment by journal entries? Timbercorp Ltd Bank account Transfer to custodian Transfer from custodian ($205,506) $228,340 Net cash deposits $22,834 Loan ($205,506) Timbercorp Finance Cash deposit ($22,834) Timbercorp Securities Investment ($228,340) Custodian Cash transactions Journal entries 81

82 White v Timbercorp Finance (In Liq) 2017 Evidencing transactions Payment by journal entries? Clause 1 of loan required payment to Timbercorp Securities Agreement did not state the form of payment Can payments be made by journal entries? No written agreement existed between Timbercorp entities Law can infer existence of a contract between parties Audited financial statements included the journals as payments Journal entries can evidence agreement for Group Entities Timbercorp Ltd made actual cash payments, not just journals Payments by journal were held to be valid 82

83 Contemporaneous evidence of transactions Use of standard agreements take care s can be sufficient for evidencing intention for transactions which may be good or bad Legal or equitable assignments Appropriate documents must be in place Care should be taken when only using journals as they can be challenged Parties can agree to make payments by way of journals 83

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