Decision on TOGC
113. Even if Mr Singh purchased Snow in October 2015, which we do not accept, it is clear that Mr Hashmi was the controlling mind at all times. Apollinaire employed the employees throughout, the trading name Benny Hamish was used at Dunlop from at least July 2015 and almost certainly before that. It is extremely unlikely that a company which held only £34,000 worth of stock in 2014 suddenly felt the need to deal in half a million pounds of stock. No explanation has been offered as to why the invoices were marked as paid. Mr Javid’s evidence on the invoices is frankly not credible.
114. Objectively considered, we find that there was a TOGC between Snow and Apollinaire. At all material times, Mr Hashmi whether as director, or shadow director, for a short period if Mr Singh existed, controlled both companies. The trade before and after Snow ceased to trade, was exactly the same with the same trading name, employees and premises. The explicit evidence from the landlord and the Google images make it clear that certainly from July 2015, if not before, the trade was conducted seamlessly from Dunlop. The till records antedating the alleged commencement dates for Apollinaire of 11 or 24 November 2015, or 5 November 2015 if Mr Brewis is to be believed, point to an obvious transition as does the VAT deregistration and PAYE registration.
Source: bailii.org
