P Gerber DP
Administrative Appeals Tribunal
Dr P Gerber (Deputy President)
This case initially proceeded on a document signed by both parties, described as ``a statement of agreed conclusions on fact and law between the applicant and the Commissioner of Taxation's representative''. It states:
``On 31 December 1987 G Pty Ltd, as trustee for the G Unit Trust, W Pty Ltd as trustee for the Richard Roe Family Trust, and Richard Roe [the male applicant] entered into a sale agreement in which W Pty Ltd sold all the units it held in the G Unit Trust to G Pty Ltd. A condition of the sale agreement was that Richard Roe would not solicit to obtain the business of any of the existing clients of the G Unit Trust for a period of two years. Subsequent to the agreement, the covenant was breached. In lieu of instigating legal proceedings the parties entered into a Memorandum of
ATC 123Settlement in which it was agreed that G Pty Ltd be relieved of paying $40,000 of the original contracted sale price of $192,352 to W Pty Ltd.
W Pty Ltd, as trustee for the Richard Roe Family Trust, claimed a capital loss of $40,000 pursuant to the capital gains tax provisions of the Income Tax Assessment Act (`the Act'), upon the disposal of a debt. The claim was disallowed and amended assessments issued to both Mr Richard Roe and Mrs Dora Roe (the applicants in these references) as beneficiaries of the Richard Roe Family Trust.''
2. In the result, the parties were ad idem that:
- (1) As a result of a sale agreement entered into on 31 December 1987, G Pty Ltd, as trustee for the G Unit Trust, was indebted to the extent of $192,352 to W Pty Ltd as trustee for the Richard Roe Family Trust;
- (2) Part of that debt was extinguished as a result of the agreement reached between the parties in full settlement of a threatened legal action arising out of an alleged breach of contract;
- (3) That part of the debt is an ``asset'' pursuant to sec 160A of the Act;
- (4) The cancellation of part of the debt effected a change in the ownership of an asset, as contemplated by paragraph 160M(3)(b) of the Act;
- (5) Pursuant to sub section 160M(1) of the Act, the change in ownership of the asset is deemed to constitute a disposal of the asset by W Pty Ltd as trustee.
3. G Pty Ltd (the purchaser of the Units), having been relieved of paying some $40,000 of the contract price to the trustee (W Pty Ltd), the 1989 return of the Richard Roe Family Trust stated that "on 13 April 1989, the Richard Roe Family Trust... sold the business of Roe Graphics for $65,000, the agreed break-up of purchase price being:
Stock $3000 Plant and equipment $22000 Goodwill $40000 ------ $65000'' ======
and, pointing to the memorandum of settlement, claimed a capital loss of $40,000 as being available to offset the capital gain derived by the trust in relation to the sale of trust assets in the 1988/89 financial year as declared in its return lodged in that year (i.e. $40,000 less sec 160ZZR reduction of one-fifth), resulting in a net capital loss carried forward of $8,000. The Commissioner decided that there was no capital loss to offset against the capital gain in the 1989 tax year and issued amended assessments to that effect to the applicants as beneficiaries of the Richard Roe Family Trust.
4. There was no issue as to the (reduced) cost base of the asset disposed, both parties basing their calculations on a cost base of $40,000. The difference between the parties lies in the value each placed on the consideration on disposal. The applicant submitted that the consideration on disposal of the relevant asset was nil, resulting in a $40,000 loss upon the disposal of the debt, whereas the respondent determined that the consideration on disposal was $40,000 (producing a nil gain/loss on disposal).
5. Mr Harford, who represented the applicants, indicated at the outset of the hearing that he did not intend to call evidence. He submitted that the alleged breach of the restraint agreement was ``worthless'' to his clients because they:-
``effectively got nothing in return for the loss of [their] $40,000 in that [they have] abandoned it; [they have] forfeited or surrendered it. At the end of the day, [they were] no better off. There had been only a technical breach of the contract in which we believe that [they] would have had good grounds to argue against that. And also the fact that within a matter of less than two months, [they] would have had access to the clients in question anyway... [they] lost $40,000... purely to get rid of the problem.''
6. On that view of the ``evidence'', Mr Harford submitted on behalf of the applicants that on the disposal of part of the debt by virtue of its ``cancellation, release, discharge, satisfaction, surrender, forfeiture, expiry or abandonment, at law or in equity...''; cf sec 160M(3)(b), there was nil consideration on disposal, entitling the trust to claim an amount of $40,000 as a capital loss.
7. The representative of the Tax Office, on the other hand, submitted that there was consideration received by W Pty Ltd in respect of the disposal - being the promise by G Pty Ltd under clause 5 of the ``Memorandum of Settlement'' (``T4'') between it, W Pty Ltd and Richard Roe not to issue any proceedings ``and in consideration of [G] waiving its rights under
ATC 124clause 15 of the contract [dated 31 December 1987]'' in return for W Pty Ltd and Roe agreeing ``to accept in full and final satisfaction of moneys due pursuant to the agreement whatever moneys are so due less a deduction of $40,000''. Further, it was submitted that the value of that promise must have been $40,000 because that was the amount W Pty Ltd and Roe were prepared to forgo to obtain the promise.
8. At the conclusion of the case and after addresses, I advised Mr Harford that I had grave doubts whether there was sufficient in the agreed facts to enable me to reach a decision. I gave him a strong hint that he might well consider calling the male applicant (who sat in the well of the hearing room). There being no objection from the respondent to reopen the case, Roe was thereupon sworn and conceded that there may have been a potential breach (or even several breaches) of the restraint and that as a result of which he received a letter from a solicitor (who was also the main owner of the business) requesting a meeting ``to discuss you doing work for other people''.
9. Roe, having breached the restraint, thereupon agreed to the following Memorandum of Settlement (``T4''):
G PTY LTD, W PTY LTD and RICHARD ROE.
- 1. Disputes have arisen between the parties regarding breaches of the agreement dated the 31st December 1987.
- 2. The parties have conferred in relation to those breaches and wish to settle all differences between them by the following terms.
- 3. G Pty Ltd will take no action at law or in equity against either W Pty Ltd or Richard Roe arising out of any breaches of the agreement up to and including the first day of September 1988.
- 4. For its part, W Pty Ltd and for his part Richard Roe agree to continue the work already contracted or agreed for the companies within the [name] Group and to carry out that work in a proper and workmanlike manner.
- 5. In consideration of G Pty Ltd not issuing proceedings and in consideration of the company waiving its rights under clause 15 of the contract, W Pty Ltd and Richard Roe agree to accept in full and final satisfaction of moneys due pursuant to the agreement whatever moneys are so due less a deduction of Forty thousand dollars ($40,000).
- 6. W Pty Ltd and Richard Roe agree that they will not solicit any of the persons within the [name] Group after completion of the 1988 annual reports except as they are permitted to do by the terms of the agreement.''
10. The case was not made any easier by the fact that Roe was as compliant in the hands of the respondent's representative as he appeared to have been at the meeting with the purchasers of the business. Thus, the cross-examination finished up as follows:
``Respondent's Representative: Can I put it to you then that you exchanged $40,000 for the promise not to have legal action taken against you by G Pty Ltd? - Yes.
You agree to that? - Yes.''
11. For the sake of completeness, I shall include the evidence that was elicited when I took a hand in the examination of the witness after Roe admitted that he had done work for several other former clients who had expressed dissatisfaction with the new ``set up''.
``Roe: So this had happened about four or five times perhaps. And then one big company said that they want to use me for their annual reports, which once again was a personal thing - the type of thing that they liked and they had submissions from about three other companies including G Pty Ltd. They weren't happy with any of them so they approached G and said could I do the work for them? Even to the extent that they could do the printing of them if I just did the artwork on it.
THE D. PRESIDENT: But, of course, it was not enough, was it, simply for clients to write to G saying that they were dissatisfied (if) the deed provided that a waiver had to be part of that deal before they could come to you? - That's right.
THE D. PRESIDENT: Did they obtain that waiver? - Well, going over six or seven months nothing had ever been said to me regarding this, you know. G had just let it
ATC 125ride and say [sic] well okay the client goes to me.
THE D. PRESIDENT: Meanwhile, they kept paying you within the terms of the agreement? - That's right, yes.
THE D. PRESIDENT: What happened then? - I presume - which is I suppose not a good thing to presume - but I presumed in this case that it was okay to go ahead with and do this particular job so I did a submission for it. My client - it was my client then - was supposed to have written a letter to G saying so, and he'd told me he had. He's from a big mining company, but when it came to going up to the office there and talking about this with G in front of a solicitor, the solicitor said: `Well, can I ring them up and ask them if they have sent that letter?'. I said: `Yes, by all means, ring them up'. Mr M is the chap who looked after it, and when he rang up on the phone, Mr M said yes, he had written the letter but it hadn't been sent, or he'd forgotten about it, or something, and that's where the big argument came in.
THE D. PRESIDENT: Yes, but when these clients came to you, you never ever contacted G? - I didn't contact G direct, no. We weren't on particularly good terms, to be honest with you. They had also taken some of my clients. The agreement was that I would take certain clients with me when I left the business, and they approached my clients, but there was nothing in the thing to say they couldn't, but they did approach them.
THE D. PRESIDENT: Yes, but that is not a breach. - No, it's not a breach at all, no.
THE D. PRESIDENT: All right. Now, what happened then? You were still owed $40,000 of the balance of purchase price? - Yes, yes, I think it was a bit more than $40,000. $40,000 plus bad debts which were being chased, and things like that which I get a proportion of.
THE D. PRESIDENT: So, what happened? What was the next...? - They said to me can we come to some agreement where we take $40,000 off or something -
THE D. PRESIDENT: Sorry, not so fast. You kept happily doing the work for these clients without having taken a waiver from G? - Yes. Something happened one day. I got a letter from Mr Doe (the solicitor and part-owner of the business) who said `could you please meet at a certain place at a certain time'. When I got there, they were all there. It was just myself, and that put me in a position where they said `we are going to sue you' and `do this and do that'. Because you've breached the thing there, it could be worth a lot of money. Immediately I just sank in my chair. I didn't know what the hell had hit me and it put the pressure on me. Eventually they said: `Well okay, if we say - well, $40,000, we wipe that $40,000 and you can do perhaps the work for them. We'll do a settlement without going to court'. At that stage of the game, $40,000 seemed to me - you know that it's going to solve all my problems if they are (not) going to take me to court, because I certainly couldn't afford to go to court. No way. It would have been the end of everything.
THE D. PRESIDENT: The $40,000, I take it, was seized upon as a nice round figure, being the balance that was due? - It was what was owing.
THE D. PRESIDENT: Yes, plus the debts? - I think that's what they said, but they would only amount to $2000 or $3000, the bad debts.
THE D. PRESIDENT: I see, and you are still getting bits as they come in now, are you? - I've got all that, yes.
THE D. PRESIDENT: You did not seek any independent advice yourself at all? - I talked to a client who I was doing work for and, well, that's as far as it went. I didn't get any satisfaction there.
THE D. PRESIDENT: But you did not look at your own position? You did not seek legal advice as to what...? - No.
THE D. PRESIDENT: You just took their word for it that they would get substantial damages? - Yes.
THE D. PRESIDENT: Can you give me a rough idea as to what the value of the work was that you did for the clients which was technically a breach? - Well, it was one annual report and I suppose my content out of that would have been $6,000 or $7,000 that I would have made on that. That
ATC 126wouldn't have been profit, that would have been gross.
THE D. PRESIDENT: Yes, that is one client. Any others? - Well, the other clients weren't involved in that, Sir, it was just virtually this one client. They talked about Pentacost Ltd, but I hadn't done any work for them, but they thought I had been doing work for them but I hadn't because it was part of the Pental Group (which) was made up of mining. Another one was in car technology and another part was a wine producing setup, and I was doing work for the wine people and for another section, but I wasn't doing anything for the mine section. They presumed I was doing work for the mine section because there had been visuals given.
THE D. PRESIDENT: And, did you point that out to them? - Oh yes, yes. That wasn't the case in the end. It was just this-
THE D. PRESIDENT: So, ultimately, when they said they would proceed it was in relation to this client where you had gross receipts of about $6000? - Yes, but it could be ongoing from that later on.
(After some further questions and answers the witness added):-
I wasn't really thinking about any money at that stage of the game because all I could think was I was going to lose my business, my house and everything.
THE D. PRESIDENT: It [clause 3 of the memorandum of settlement] says: Up to and including the first day of September 1988. So, that was the cutoff date? - Yes.
THE D. PRESIDENT: So, beyond that, if you continued to work even for the same client you would be technically in breach of the agreement? - That's right. I was very wild with my client. I went round and had a talk to him and he was of the attitude, `you shouldn't have to do those sort of things'. Anyway, that if he wanted me to do his work, then he could come to me. I explained to him the position there.
THE D. PRESIDENT: Well, that is interesting but, really, it is not up to the client, it is really up to you. - That's right.
THE D. PRESIDENT: From what you have told me you were in breach. It might be very technical, but certainly, having looked at the agreement, there is no question that you failed to have taken advantage of the waiver of the restraint in relation to this particular client under the agreement. You were obliged to do so. They had, on the face of it, a good cause of action? - That's right. And once again, it gets back to I presumed that it was all right because they had done - waived it on all the others that came through.
THE D. PRESIDENT: Yes, quite. All right. So, they had a cause of action. It was a breach. It was a breach which could not be actually quantified in terms of the damages which they could have possibly established. - Well, they said to me that we can take you for hundreds of thousands.
THE D. PRESIDENT: Well, all right, people say a lot of things to you prior to action. - That's what really sat me down in my chair.
THE D. PRESIDENT: You then agreed to settle. I think we've advanced a little bit further. Mr. Harford, is there anything else you want to put to your client?
MR HARFORD: No, I will rest.''
12. Dealing with the legislative scheme relating to capital gains, sec 160Z(1)(b) of the Act constitutes the machinery provision for calculating the amount of a capital loss that is incurred on the disposal of an asset (other than a personal use asset) during the year of income; viz if the reduced cost base of the asset exceeds the consideration in respect of the disposal, the amount of the excess incurred is deemed to be a capital loss for purposes of Division 3.
13. The only aspect of that calculation in dispute being the amount of the consideration in respect of the disposal, it is appropriate to set out sec 160ZD(1) and (2) as they stood at the end of the income year in dispute, viz 30 June 1989:
``160ZD(1) Subject to this Part, for the purposes of this Part, the consideration in respect of a disposal of an asset is-
- (a) if the taxpayer has received or is entitled to receive an amount or amounts of money as a result of or in respect of the disposal - that amount or the sum of those amounts;
- (b) if the taxpayer has received or is entitled to receive property other than money as a result of or in respect of the disposal - the market value of that property at the time of the disposal; or
- (c) if the taxpayer has received or is entitled to receive both an amount or amounts of money and property other than money as a result of or in respect of the disposal - the sum of that amount or those amounts and the market value of that property at the time of the disposal.
160ZD(2) Where a taxpayer has disposed of an asset to another person and-
- (a) there is no consideration in respect of the disposal;
- (b) the whole or a part of the consideration received by the taxpayer in respect of the disposal cannot be valued; or
- (c) the consideration received by the taxpayer in respect of the disposal would, but for this paragraph, be greater or less than the market value of the asset at the time of the disposal and the taxpayer and the other person were not dealing with each other at arm's length in connection with the disposal of the asset,
the taxpayer shall be deemed to have received as consideration in respect of the disposal an amount equal to the market value of the asset at the time of the disposal.''
14. The respondent's representative, rightly in my view, conceded that subsec 160ZD(2) as it stood at the relevant time (i.e. at the time of the disposal of part of the debt) was inapplicable in the present case. At the relevant time, the application of sec 160ZD(2) was predicated on there being a disposal of an asset to another person. In the result, while the cancellation of part of the debt effected a change in the ownership of that asset pursuant to sec 160M(3)(b) and a consequential disposal by W Pty Ltd of that asset pursuant to sec 160M(1), it cannot be said that the part of the debt was disposed of to G Pty Ltd. If support for this proposition were in fact needed, the Explanatory Memorandum to Taxation Laws Amendment Act 1990 (Act No 35 of 1990), being the Act which, amongst other things, removed the words ``to another person'' in sec 160ZD(2) with respect to disposals of assets after 15 August 1989, stated at p. 44:
``At present, a requirement for the operation of the subsection is that the asset is disposed of `to another person'. By paragraph (a) of the clause , those words are to be omitted from subsection 160ZD(2). Consequently, in situations where the disposal of the asset does not involve its acquisition by another person (eg. on the cancellation of a share or the forgiveness of a debt), the subsection will now have effect.''
15. Looking at subsec 160ZD(1), it would appear in the circumstances that only paragraph (b) need be considered. The applicability of that paragraph comes down to the question - does the vesting in W Pty Ltd and Richard Roe of the right to enforce G Pty Ltd's promise in clause 3 of the memorandum of settlement to ``take no action at law or in equity against either... [of them]... arising out of any breaches of the agreement up to and including the first day of September 1988'' fit the description of the receipt of ``property other than money as a result of or in respect of the disposal'' of part of the debt?
16. I have little difficulty in describing the right to enforce that promise as being received ``as a result of or in respect of'' the disposal of the part of the debt in light of the fact that the promise by W Pty Ltd and Roe to accept a $40,000 reduction of the debt owed to them by G Pty Ltd was one of the promises made by them in exchange for G Pty Ltd's promise not to sue. However, the difficulty lies in deciding whether the right to enforce G Pty Ltd's promise not to sue is ``property''.
17. Regrettably, the term ``property'' is not defined for the purposes of sec 160ZD. However, some guidance as to the meaning of that term in sec 160ZD can be gained from various statements made as to the meaning of that term in the context of sec 160A in the decisions of the Full Federal Court and the Full Bench of the High Court in
Hepples v FC of T 90 ATC 4497 and 91 ATC 4808, respectively.
18. Before setting out several of those statements, I should point out that I am mindful that those statements were made in the context of a discussion as to the meaning of the phrase ``any form of property'' contained in the definition of ``asset'' in sec 160A and a more general discussion of the definition of ``asset''
ATC 128in that section. I am also mindful that Parliament choose to use the term ``property'' in subsec 160ZD(1) rather than the term ``asset'' which is fundamental to the operation of Part IIIA, and therefore, according to the normal principles of statutory interpretation, this would suggest that Parliament intended the term ``property'' to have a meaning which could be distinct from that given to the term ``asset'' in sec 160A. Having said that, however, I can see nothing in Part IIIA which would lead me to conclude that the word ``property'' as used in subsec 160ZD(1) was intended to have a different meaning to that word as used in sec 160A.
19. In the Full Federal Court in Hepples (supra), Gummow J stated at p. 4513:
``The present case requires construction of provisions of taxation legislation wherein the term `property' is used; a different approach might well be required if what fell for interpretation was the expression `[t]he acquisition of property on just terms' in sec. 51(xxxi) of the Constitution because this extends to innominate and anomalous interests not recognised as proprietary either at law or in equity, so that the concept of `property' here is not narrowly confined:
Bank of New South Wales v. Commonwealth (1948) 76 C.L.R. 1 at pp. 349-350;
Commonwealth v. Tasmania (1983) 158 C.L.R. 1 at pp. 246-247.''
Further on at p. 4515, his Honour stated:
``In discussions in the authorities of what is meant by `property' when used in a statute, reference is often made to the statement by Lord Langdale M.R. in
Jones v. Skinner (1835) 5 L.J. Ch. 87 at p. 90... The Master of the Rolls said that the word `property' was the most comprehensive of all the terms that might be used by a testator, as it was indicative of every possible interest which the testator could have. So it was that a devise of `all property which I am possessed of, which is not settled by either of my marriage settlements', passed a reversion in fee of an estate limited to the testator by one of his marriage settlements; the debate had been as to whether the general form of words in the devise was sufficient to pass the reversion. Nothing can be imagined less supportive of a proposition that when used in a statute, `property' is readily to be understood as embracing legal rights which are non-proprietary in character. This must be so when what is used is a phrase, indicative of fundamental legal concepts, such as `form of property'.
McCaughney v. Commr of Stamp Duties (1945) 46 S.R. (N.S.W.) 192 at p. 201, Jordan C.J. said:
`The word ``property'' is used in different senses. It may denote either objects of proprietary rights, such as pieces of land, domesticated animals, and machines; or the proprietary rights themselves... In common parlance it is usually employed in the former sense, but in the language of jurisprudence in the latter... Property, in the sense of proprietary rights, may exist in relation to physical objects, or to intangible things such as debts or patent rights. Each separate piece of property consists of a bundle of proprietary rights relating to a particular object, including rights of administration and rights of enjoyment, the totality of which may be vested in a single person, or may be divided amongst a number of persons, as for example when they are shared by several who together own them all, jointly or in common. It is common also in English law to find the rights of administration divorced from the rights of enjoyment, the former being vested in an executor or administrator who holds in autre droit or in a trustee who holds in trust, and the latter being vested in beneficiaries. Where such a division exists, the personal representative or trustee is, for most purposes, treated as the absolute owner by a court of common law engaged in enforcing common law rights, whilst, in the contemplation of a court of equity, the beneficiaries are regarded as entitled to the beneficial rights and to the enjoyment of so much of them as is for the time being available.'
In the capital gains tax provisions of the Act, the term `asset' is used in both senses of the word `property' to which Jordan C.J. referred.''
20. At the risk of oversimplifying what his Honour sought to convey in the above excerpts,
ATC 129Gummow J appeared to suggest that the term ``property'' in the context of Part IIIA referred to proprietary rights and did not extend to mere personal rights.
21. In the High Court, all Justices to some extent discussed the width of the definition of ``asset'' in sec 160A. However, both Gaudron and McHugh JJ particularly analysed whether the right in issue in this case, viz the right of a contracting party to enforce a promise made under a contract, was an ``asset'' as defined in sec 160A. Thus McHugh J noted, after citing Hill J's observation in
, 4489-4490FC of T v Cooling 90 ATC 4472, 4489-4490 that ``it is at least colloquial usage to refer to the grant of an option as involving a disposition of property'':-
``But neither legal parlance nor the ordinary meaning of the words `disposal of an asset' could justify interpreting those words to cover the case where the `asset' is a personal right to sue the grantor of that right. When a person creates a right in another person to sue him or her, the grantor does not dispose of any asset of his or her own. The personal right to sue is never vested in the grantor, even momentarily. It is only when the right to sue is vested in the grantee, and not before, that it bears the character of a proprietary right. It would require a very strained construction of s. 160M(6) to hold that a transaction in which A incurred an obligation giving rise to a correlative right in B constituted a `disposal of an asset' (the right to sue) by A to B. There is nothing to suggest that Parliament intended s. 160M(6) to cover such a case: neither the explanatory memorandum nor the language of the sub- section supports it.''
(91 ATC at p. 4840; my emphasis)
On the other hand, Gaudron J held:-
``The question that arises by reference to those facts and provisions is whether a promise by the appellant to be bound for a further period by earlier promises not to divulge trade secrets, not to compete with his employer (including not to canvass or solicit its customers) and to assign his interest in any inventions relating to his employer's business falls within either of s. 160M(6) or s. 160M(7) of the Income Tax Assessment Act 1936 (Cth) (`the Act').
... The right of the appellant's employer and its associated companies to enforce the promise of the appellant is an asset within the ordinary meaning of that word and as defined in s. 160A of the Act.''
(at p. 4828)
22. It is with no disrespect to their Honours in Hepples to observe that the last word on the subject has not yet been spoken. Fortunately, I am spared the necessity in this case of trying to determine the exact dimension of the term ``property'' as used in the section since, however widely or narrowly interpreted, I am satisfied that the right vested in W Pty Ltd and Roe to enforce G Pty Ltd's promise not to sue, constitutes ``property'' for the purposes of subsec 160ZD(1).
23. Having determined in terms of the language used in sec 160ZD(1)(b) that W Pty Ltd ``has received property other than money as a result of or in respect of the disposal'' of part of the debt owed to it by G Pty Ltd, the ``market value'', if any, of the property received will be the consideration on disposal of the part of that debt.
24. The parties adopted an ``all or nothing'' approach and no attempt was made to establish a ``market value'' - if indeed that were possible - for the right to enforce the promise by the injured party, G Pty Ltd, who had clearly suffered a loss, not to enforce its rights under the sale agreement. It may be that a different approach may have resulted in some salvage. As it is, given the undoubted fact that there had been a breach of the restraint, which, if litigated, would more probably than not have resulted in an award of damages against the taxpayers together with costs, it is impossible to maintain the position that the right to enforce the promise not to sue had no market value. This is particularly so given the male applicant's frank admission that he exchanged $40,000 for the promise not to have threatened legal action proceed for the breach of the sale agreement.
25. On the evidence, I am satisfied that no conclusion is possible other than that the market value of the relevant right is the value which the parties put on their compromise, namely $40,000. Since the consideration on disposal of the part of the debt is $40,000 and there being no dispute that the cost base is $40,000, I find
ATC 130that there is no gain/loss on disposal of the part of the debt.
26. For the above reasons the objection decisions under review are affirmed.