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DANCKWERTS, J., - This is an appeal by Mr. J. A. Goodwin from a decision of the Special Commissioners of Income Tax upholding assessments made upon him under Schedule E of the Income Tax Act, 1918, for each of the years 1941-42, 1942-43 and 1943-44, the total amount of the assessments in each year being pound 3,200, but the material sum for the present purpose being the sum of pound 3,000 in respect of each of those years.

The provisions of the Income Tax Act under which Mr. Goodwin was assessed under Schedule E are these : "Tax under Schedule E shall be charged in respect of every public office or employment of profit..." and so on "......for every public office or employment of profit.." and so on ".. for every twenty shilling of the annual amount thereof" Then Rule I of the Rules applicable to Schedule E says, "Tax under this Schedule shall be annually charged on every person having or exercising an office or employment of profit mentioned in this Schedule.." Rule 6 says, "the tax shall be paid in respect of all the public offices and employments of profit within the United Kingdom or by the officers hereinafter respectively described", and then (h) in the list which follows says, "offices or employments of profit under any company or society, whether corporate or not corporate."

In this case Mr. Goodwin was concerned with a company called Trinidad Consolidated Oilfields Ltd., which is a British company formed in the United Kingdom on February 13, 1936. It was a private company originally but it was turned into a public company of July 16, 1936.

On July 16, 1936, Mr. Goodwin was appointed to be a director of that company, and on the same day in pursuance of authority conferred by the company in general meeting and under the powers contained in the articles of the company the board of directors appointed him to be the managing director of the company and entered into an agreement on the same date for his employment for a period of seven years as managing director of director of the company at a salary of pound 3,000 per annum. As a director of the company he would be entitled under the articles to the sum of pound 200 a year and additional remuneration if any was voted by the company in general meeting.

Now, as I said, on July 16, 1936, Mr. Goodwin entered into a managing directors agreement for his service and that is another circumstance which to my mind indicates that the managing directorship was a separate and additional office to that of director which he also held. Therefore I come to the conclusion that the matter of whether he is a simple director or holds two offices is really determined by the circumstances of the case, that is to say the article and provision of this agreement.

Now I have come to the second point which is this : Assuming that he does hold two offices, is the office managing director one which he had within the the united Kingdom ? It is to be observed that by the agreement of July 16, 1936, under paragraph 1, "The company hereby appoints the managing director and the managing director agrees to serve the company as managing director of company and as such shall perform the duties and exercise the powers which from time to time may be assigned to or vested in him by the directors of the company." Paragraph 4 of the agreement provides, "The managing director shall have the general management of the business of the company and shall have the power to decided on all acts and things which may be necessary for that purpose but subject nevertheless to the control of the board of directors of the company". Therefore it seems to me that whether or not Mr. Talbot was right in saying that qua managing directors he still exercised all his functions as a director, this therefore not being something which was independent of the position of a director, directorship or whatever it may be, the duties which were cast upon the managing director by this agreement were the management of the business of the company as whole. The office and control of the company were at all material times situate in London. It is perfectly true, as Mr. Mustoe says, that from 1939 onwards during the material years Mr. Goodwin was in Trinidad and not really practically in a position to exercise the functions of management in London by reason of the difficulties of communication and so on, but I see no evidence in the case, or anything in the findings of the Commissioners to support the view that there was any agreement so that he should confine his management to Trinidad. It seems to me that legally, and therefore in principal, he was still the general manager of the business of the company at all material times and it seems tome that as the control of the company and the head office were still in London he must be taken to hold office in London, in the United Kingdom. Therefore it seems to me the decision of the Special Commissioners can be upheld on that ground, it not upon the conclusion which they reached that it was only one office, and for those reason it seems to me the appeal fails and must be dismissed.

Accordingly, for the reason I have endeavoured to express, I am of opinion that the conclusion reached by the special Commissioners and the learned Judge was right and that this appeal fails and should be dismissed.

SIR RAYMOND EVERSHED, M. R. - I have arrived at the same conclusion.

I am certainly not insensible to the attractions of the argument so strenuously put forward by Mr. Mustoe for the appellant. Whatever, says he, the form of the relevant documents, whatever the title with which Mr. Goodwin was invested, in fact and in substance, while remaining a director of the company, he exercised in Trinidad the functions manager there, managing the business, the practical producing business, of the company. The companys business consisted only of that producing business and the necessary financial control of all the operation, and with the latter Mr. Goodwin had never at any relevant time anything whatever to on. He acted in Trinidad in truth and in subsistence (so runs the argument) as the servant and employee of the company, managing that aspect of their operations.