Eva Mary Butler & Ors v The Commissioners for HMRC

Helen Butler (“Mrs Butler”) died on 15 May 2015. At her death, she was a member of Tufton Warren Farm LLP ("the LLP"). The only other members were the trustees of her late husband’s will trust (called the TR Butler Will Trust - the “Will Trust”), in which she had a life interest, and which was treated as part of her estate under s49(1) Inheritance Tax Act 1984 (“IHTA”).

Immediately prior to her death, under s4(1) IHTA, Mrs Butler was treated for IHT purposes as having made a transfer of value equal to the value of her estate and of the assets held by the Will Trust – including the interests in the LLP held by her and the trustees.

Following a claim for business property relief (“BPR”) in the relevant IHT returns, HMRC issued notices of determination in respect of the interest in the LLP on 28 August 2020 (the “Determinations”) on the Appellants. The Determinations state that no part of the LLP’s assets was relevant business property for the purposes of s104 IHTA.

On 15 March 2021, the Appellants requested a statutory review of the Determinations. On 28 July 2021, HMRC wrote to the Appellants upholding the Determinations. The Appellants, who are Mrs Butler’s executors and the trustees of the Will Trust now appeal against the review decisions. The inheritance tax in issue is £1,671,235.

I heard evidence from (i) Ms Eva Butler ("Eva"), the daughter of Mrs Butler, who was the managing director of the LLP at the time of her death and (ii) Mrs Virginia Woodhouse ("Ginny"), Mrs Butler’s niece, who worked for the LLP as Events Manager from April 2012 to December 2014. They both produced witness statements which were taken as read as their evidence in chief and on which they were cross examined. In addition, two electronic bundles were admitted in evidence, a core bundle of 483 pages and a supplementary bundle of 3729 pages.

A witness statement was also provided by another witness (whose wedding took place at Clock Barn in 2014). However, in the period since his witness statement had been prepared and filed, he had changed jobs and moved, and was no longer available to give evidence. In consequence, the Appellants placed no reliance on his evidence.

The appeal was allocated to the complex category and the Appellants have elected under Rule 10(1)(c) that these proceedings be excluded from potential liability for costs.

Tufton Warren Farm in Hampshire was acquired by Clock Barn Limited ("the Company") in 1997. In 2005 the assets of the Company (including the farm) were transferred in a reorganisation and became owned by the LLP. The shareholders of the Company have at all material times been the members of the LLP, who hold the shares as LLP property.

The LLP’s activities fell into three categories: (i) farming; (ii) commercial lettings; and (iii) a wedding venue business operating from an historic barn on the farm, called Clock Barn (the barn is characterised by a freestanding clock tower with a thatched roof near the entrance).

It is not disputed that the LLP was carrying on a business. The dispute concerns whether on 15 May 2015 its activities consisted “wholly or mainly of…holding investments” within the meaning of s105(3) IHTA (the “Investment Exclusion”). If the Investment Exclusion is engaged, then the interests of Mrs Butler’s estate in the LLP are not “relevant business property” within the meaning of s.105(1) IHTA, and are therefore ineligible for BPR.

It is common ground that:

The proper characterisation of the wedding business is the single, determinative question that I need to resolve. Is it, as submitted by HMRC, a business that can be characterised as wholly or mainly holding investments, falling within the Investment Exclusion? Or, as submitted by the Appellants, does the package of services and facilities provided by the LLP take the business outside the Investment Exclusion?

I find the background facts to be as follows:

In 2004, Mrs Butler decided to diversify the business of the Company (and subsequently the LLP) away from arable farming (in which she believed that there was no long-term future) and to use Tufton Warren Farm as a prestigious wedding venue. It was a long-term project to change the use of the farm away from agriculture to a wedding venue business.

The wedding venue business started in 2004, prompted by the success of Eva's 21st birthday party at Clock Barn. At around the time of the first booking, Mrs Butler was introduced to Country House Wedding Venues ("CHWV"), which manages a directory of independent wedding venues. Mrs Butler entered into a relationship with CHWV in 2004, under which CHWV provided administrative and marketing services and received a commission from the caterer for each wedding they introduced to Clock Barn. Initially there was no formal agreement governing the relationship, but later CHWV asked for an exclusive relationship and a formal written agreement was concluded. Most of the wedding bookings are made through introductions by CHWV, however, the customers contract and pay the Company (acting on behalf of the LLP) directly.

Until 2005, Clock Barn was just a bare empty barn. Everything required for a wedding had to be hired by the customer – such as toilets, dance floor, tables, chairs, and caterers. As more weddings took place at Clock Barn, Mrs Butler gained knowledge about managing them, and Mrs Butler was able to provide advice to wedding couples about how their wedding day should flow, what they needed to hire and book, suitable locations for photographs and other practical advice.

Between 2005 and 2008 extensive renovations were carried out to the buildings at Tufton Warren Farm, including Clock Barn. In this period, landscaping works were undertaken, with a garden (designed by Mrs Butler) being laid out to one side of the barn, and hedging and shelter belts of trees being planted around the perimeter of the site and along the access road. A commercial kitchen, a preparation room, and toilets were installed in Clock Barn. At the other end of the barn the Stable Room was created as a smaller space. It appears that the kitchen was not fully equipped with pots and pans etc, as Perks would need to bring in their catering equipment for each event.

In 2007, the LLP sold most of the land at Tufton Warren Farm. The funds realised from the sale were used to fund the development of the wedding venue business and to pay down loans.

In 2008 Mrs Butler applied for retrospective planning consent for change of use from agriculture to a wedding business. Consent was eventually granted in February 2010, subject to a limit of 60 weddings per year. This was subsequently increased in 2015 to 120 weddings per year, and in 2018 to 190 weddings per year. A condition of the 2010 consent was that a new access road had to be constructed. Two of the LLP's maintenance staff are needed to safely manage the flow of traffic for each wedding along the access road and around the site.

Planning consent was obtained in 2014 to provide more accommodation to wedding guests on wedding days, and the "Chalk Wall Office" was converted into a honeymoon suite. The farmhouse was converted into a 9 bedroom hotel for wedding guests. Although this conversion was planned during Mrs Butler's lifetime, the conversion was not ready for guests until 2017, after her death.

In 2004 there were only three weddings held at Clock Barn. This had grown to 91 weddings in 2015:

In 2005, the LLP employed Agatha and Zbyszek to help with the farm and also to provide help with the wedding business, including cleaning up after events, and providing day-to-day maintenance and general support. After the majority of the arable part of the farm was sold in 2007, the number of weddings increased, and Agatha's and Zbyszek's roles changed into solely working in the wedding business.

As described above, in the early years of the business, Clock Barn was just a bare venue. Customers had to hire everything. As more weddings took place at Clock Barn, Mrs Butler gained knowledge about local suppliers, and expertise in how to orchestrate them. She provided advice to customers about what they needed to book, transport to and from hotels, the best locations for photographs – Eva's evidence was that Mrs Butler advised couples on how their wedding day should flow and could answer any little question they had.

From 2005 to 2012, Mrs Butler undertook viewings with prospective customers wanting to hire the venue, as well as dealing with correspondence, and planning the wedding day. Mrs Butler, with the help of Agatha and Zbyszek, set up Clock Barn on the wedding day and cleared everything away after the wedding was finished. They would be present throughout the wedding day, and Mrs Butler would ensure that the requirements of the various licences were met, by ensuring that music ceased and the bar closed at the required times, and that everyone had left to allow for the site to be cleaned.

Initially, customers could appoint their own choice of caterer. However, from around 2009 customers were required to use the caterer designated by Mrs Butler. This was initially a business called Perks. Perks would use the commercial kitchen that had been installed into the barn, but would bring in the food and other items (such as cooking utensils, linen, china, and cutlery) for each event.

Between 2009 and 2012, there were usually around 50 weddings per year at Clock Barn. In 2012/13, changes were made to the way in which the business was operated, and the number of weddings increased significantly. Turnover increased from £107,353 for the year ending September 2011 to £358,372 for the year ending September 2015.

In April 2012 Ginny joined the business as Events Manager. As the business grew, additional staff were recruited to support Mrs Butler and Ginny, and to manage events. In January 2013, Sarah Light was recruited as Sales Manager. Sarah had previously worked for another wedding venue business. In September 2014 Matilda ("Tilly") Markworth was recruited as sales and admin assistant to work under Sarah. The roles of Ginny, Sarah, and Tilly were similar when it came to showing prospective customers around the venue – but only Mrs Butler and Ginny dealt with difficult or tricky questions. Sarah was responsible for management of social media, and because of her previous experience she came up with ideas to improve the business. Sarah must have left at some point in 2014 or 2015 as she was not included in the list of employees working for the LLP at the time of Mrs Butler's death.

Agatha and Zbyszek were present at all weddings, and were responsible for cleaning and setting up the barn and other preparatory work. They were responsible for traffic marshalling and the car park management. During the event, they were on hand to deal with any issues as they arose, and after all the guests had departed, they undertook cleaning and repairs. Towards the end of 2013, Agatha and Zbyszek left, and Justyna Karczewska and Andy Karczewski were recruited in their place. In 2015, Zbyszek returned to help with a busy summer period, and Rafael Petrzelis was recruited as a seasonal worker.

Due to a number of complaints by customers about Perks, Mrs Butler's relationship with them broke down and they were replaced in 2013 by Galloping Gourmet ("GG"), a subsidiary of CHWV. On 5 June 2013, the LLP entered into agreements with CHWV and GG pursuant to which they were appointed as exclusive marketing agents and sole caterers respectively for a period ending on 24 June 2024. The commission arrangement with CHWV was changed so that they were paid a 5% commission by the Company (on behalf of the LLP) for each booking, rather than a commission paid by the caterer.

On 1 June 2014, the LLP granted GG a ten-year lease of the "Green Barn" which GG had fitted out as a commercial kitchen (it is unclear from the evidence whether the lease was concluded pursuant to an agreement for lease executed around the time of the catering agreement). GG also fitted out the smaller kitchen/prep room in Clock Barn. The Green Barn was ready for use as a catering kitchen around June 2014.

Weddings are booked many months in advance, so there was an overlap period during which Perks "finished off" their contracted weddings, and GG gradually took on all new bookings. During this time, Perks were allowed use of the Green Barn kitchen. Perks' final wedding took place in October 2014, and thereafter GG were the sole caterers at Clock Barn.

At an early stage in the history of the wedding venue business (it is not clear precisely when) Mrs Butler obtained a premises licence for the sale of alcohol and for music and dancing at Clock Barn. In 2014, Mrs Butler obtained a wedding venue licence (which was dated 21 March 2014), which allowed civil weddings and partnerships to be celebrated at Clock Barn. Both licences are subject to conditions which are considered in more detail below.

In May 2014 Mrs Butler was diagnosed with a terminal brain tumour. From mid-2014 her daughter, Eva, became more involved with the wedding business, and would visit Tufton Warren Farm at weekends from her home in London to assist with weddings. At around this time Mrs Butler discussed the future of the business with her family. For various reasons neither Ginny nor Eva's sister wanted to take over the running of the business. Ginny left the business towards the end of 2014, and Eva took over responsibility for the business. In December 2014, Eva was appointed as managing director of the LLP, with responsibility for all of the LLP's activities.

Mrs Butler died on 15 May 2015.

At the date of Mrs Butler's death, the LLP employed four individuals on a permanent full-time basis: Eva (managing director), Tilly (sales and admin), Justyna (maintenance manager), and Andy (maintenance team member). In addition, two other individuals (Zbyszek and Rafael) were employed as maintenance team members on seasonal contracts.

From around November 2012, due to the expansion of the LLP's wedding team and the deterioration of the relationship with Perks, Mrs Butler introduced the following forms and checklists in order to maintain quality of the business:

The Clock Barn Wedding Day Event Pack comprised the Front Sheet, the Event Checklist, and the Wedding Day Summary. A fresh Event Pack was prepared for each wedding event booked for Clock Barn.

Shortly after Ginny joined the LLP in 2012, she prepared a brochure, a copy of which was included in the bundles. The brochure included many pictures of Clock Barn and of some weddings. In addition, the brochure included a list of recommended suppliers (such as florists, photographers, hair and makeup, musicians, discotheques, accommodation, and transport). The brochure also set out some of the restrictions relating to the use of the venue (such as the need for suppliers to have public liability insurance and PAT (electrical safety) certificates and the time by which music and alcohol service must end). Ginny's evidence was that the list of recommended suppliers was the product of significant time spent researching and meeting prospective suppliers. These suppliers would attend open days at Clock Barn during the year.

The brochure included the following description of the facilities offered at clock barn:

In addition, the brochure stated that the Clock Barn team was "more than happy to accommodate your individual ideas wherever possible […] We are always available to answer any questions." At the back of the brochure were the Company's standard terms and conditions, which were drawn up with the help of CHWV. These are considered in more detail below.

A wedding couple would typically be introduced to Clock Barn through the marketing activities of CHWV, through social media channels, or through the LLP's website. CHWV would introduce prospective customers to the business and would arrange a time for them to visit Clock Barn and meet the "wedding team". Almost all prospective customers would visit Clock Barn before making a booking. The wedding team at the start of the business was just Mrs Butler. But the team expanded to include Ginny, Sarah, and Tilly.

CHWV would provide the wedding team with some basic information about the prospective customers in advance of the visit – including names, date of the intended wedding, and likely guest numbers. Typically, a number of back-to-back visits would be arranged for a day. On the day of the visits ("showarounds"), Clock Barn would be set up as if for a wedding ceremony or wedding breakfast – lights would be turned on, the barn heated, linen and tea lights would be placed on tables, a dummy cake on a cake table, and background music would be playing. A member of the wedding team would show each prospective wedding couple around the venue, which would take around 45 minutes. During the course of the tour, the couple would sit down with the team member who would talk them through all the aspects of a wedding day, and answer any questions they might have. The couple would be told what is included in the venue fee and how the catering is arranged. At the end of the tour the couple would be asked whether they wanted to make a booking, and any follow-up meetings or visits would be arranged. Subsequent advice might be given on the phone or by email.

After the visit, the team would prepare feedback notes, which would be shared with CHWV, and the team would email the customers saying how lovely it was to meet them, and saying that they were welcome to return with family or friends, or ask more questions.

CHWV would also follow-up with the prospective customers, sending out booking forms and CHWV's own standard terms and conditions.

Often further return visits were organised so that the prospective customers could show their family and friends the venue, and possibly meet suppliers at the venue. Clock Barn would be set up for these visits in the same way as for showarounds. Customers would always be accompanied by members of the LLP's wedding team, who would answer questions and provide advice.

It was suggested by Mr Randle to Eva in the course of cross-examination that what customers wanted was the use of Clock Barn and the surrounding grounds for their wedding. Eva's response was that whilst customers wanted the use of the venue, the feedback that they received from customers was that they wanted to know that their wedding would be in safe and secure hands. Some customers wanted a lot of advice, others did not ask for any. Ginny acknowledged in the course of cross-examination that the LLP team were not wedding planners, and did not book suppliers on behalf of customers.

On a booking being made, a deposit would be paid by the customers directly to the Company on behalf of the LLP.

Two or three times each year "open days" were organised. Suppliers would be given a stand or table to advertise themselves to customers. These allowed up to 200 prospective customers to see the venue at the same time. From 2014/15 the open days were restructured to be a "venue showcase", and Clock Barn was set up as if an actual wedding was going to take place, and tables would be fully set up by florists and GG with examples of the food which might be supplied on a wedding day, drinks reception, cake, photographers, and musical entertainment. The idea was that prospective customers would be given a realistic interpretation of what their wedding would be like in terms of the setting and atmosphere. All of the LLP's staff would be involved with these days, not only to answer questions from prospective customers, but (for example) to manage car parking and to serve refreshments.

After GG took over the catering, food tastings were also arranged. A number of booked wedding couples would be invited to a three or four course meal. Clock Barn would be fully set up to give the impression of a wedding day. The wedding team would be present to meet the couples and answer questions.

Once a booking had been made, the wedding team informed Perks, and the wedding couple would then deal directly with Perks as regards their catering requirements and payment for the catering.

As regards the provision of alcohol, the customers could decide whether they wanted Perks to provide the alcohol, or whether they wanted to provide it themselves.

After GG took over the catering, these arrangements changed, as is discussed below.

Included in the hire of Clock Barn was the hire of furniture (including tables and chairs and garden furniture), dance floor, white bunting, fairy lights, tea light candle holders, chalkboard, and a background music system. The music system played background music in the barn, and had one wireless microphone for announcements and speeches – however it was unsuitable for use with a discotheque or by live musicians.

In the lead-up to the wedding day, the wedding team would send the customer the Wedding Day Summary form, which would be partially pre-filled on the basis of the information previously provided by the customer. The form included the following information:

Once the Wedding Day Summary Form had been completed and returned, the wedding team would contact all the suppliers to provide them with information on location, who to ask for on arrival, and remind them of their need to provide the LLP with copies of PAT and public liability insurance certificates.

The Clock Barn and Perks Event Responsibilities sheet set out the respective responsibilities of Perks and Clock Barn for a wedding event. When GG took over as caterer, its contract with the Company included provisions setting out the respective responsibilities of the Company (which was acting on behalf of the LLP) and GG. However, Eva's evidence was that some of the matters allocated under these documents to GG or to Perks were in practice undertaken by the LLP – notwithstanding the documents allocating the responsibilities otherwise. In particular, the LLP’s maintenance team undertook the cleaning of Clock Barn, the gardens and the car park before and after events.

On the day of the wedding, the maintenance team would start early in the morning. They would:

The venue manager would liaise with suppliers delivering or working on the day (such as florists, cake supplier, photographer, musicians/discotheque).

The team would put out tissues, glasses and a jug of water on the registrar's table, and glasses and a jug of water in the interview room. One of the requirements of the wedding venue licence was that no alcohol could be consumed before or during the wedding ceremony. So, an hour before the ceremony a check would be made to ensure that food or alcohol were not on display in the ceremony space nor in the interview room.

Final checks would be made of the venue, including making sure that the various suppliers had not moved anything and that any mess they may have made had been cleared away. The first check of the toilets would be made, verifying that toilet paper and hand towels were available. Two members of the maintenance staff would act as traffic marshals.

The venue manager would welcome the wedding couple when they arrived. She would also greet the registrar, so that he or she knew who the responsible individual was for the purpose of the wedding venue licence (discussed later), that team member would need to be present throughout the wedding ceremony itself.

After the wedding ceremony, the maintenance team would "reset" the furniture for the wedding breakfast.

During speeches, if the heating was on, it would be turned off. The heating would be turned back on after the speeches had finished and the microphone would be put away.

The maintenance team would check the toilets throughout the event, and empty the ashtrays in the garden. Checks would also regularly be made to ensure that fire exits were clear and that guests had not wandered into any non-public areas. The venue manager would also check that sound limits were observed by the disco or musicians.

At dusk the external lights would be turned on, and the garden lanterns would be lit. Any garden games would be cleared away.

At the end of the evening, the venue manager would check that last orders at the bar had been announced, and that music and service of alcohol had stopped by 11:30 to comply with the premises licence. The team would guide guests to their cars and other transport (such as coaches to hotels), and marshal traffic off the site. Service providers were responsible for clearing up their own equipment. The caterer would stay to clear up waste and rubbish from the kitchen and bar, catering debris in the garden, as well as clearing any bottles or glasses.

Finally, the venue manager would close down the site – locking all doors and gates, turning off the hot water and heating, and turning off the lights.

On the following morning, the maintenance team would clean Clock Barn and the garden ready for the next event. If there was a wedding on the following day, the team would need to start work at 5:00am. In addition, they would undertake whatever maintenance was necessary – such as touching up paintwork, replacing bulbs and batteries as needed, spot cleaning textiles, repairing breakages and so on.

After the event, the wedding team would send a congratulatory message to the customers, and ask them to leave a review. They would also be asked for feedback, and for permission to use photographs on social media and other marketing materials.

Other maintenance work was undertaken on a regular basis between bookings, such as gardening, oiling the dance floor, and window cleaning.

After the appointment of GG as caterers in 2013, GG took over many of the functions previously carried out by the wedding team at the LLP. Coincidentally this occurred around the time of Mrs Butler’s terminal cancer diagnosis, and she was no longer able to continue to work at the same pace as before. The LLP's team continued to undertake the showarounds and revisits of prospective customers, and continued to provide advice on décor and set up of Clock Barn. Although the LLP team were on site on the wedding day itself, GG gradually took over event management responsibilities on the wedding days. GG would have a "front of house director" who would be responsible for running the event, meet the couple, run the food and drink service, and undertake much of the event management role that the LLP previously fulfilled. GG were in essence providing the venue manager on the day of the event. GG also took the lead on collecting the information about the wedding day from customers, and passed through to the LLP team only the information that was necessary to set up Clock Barn on the day. This was reflected in the much shorter and more limited wedding day summary form used by the LLP after the appointment of GG. GG also took on the role of obtaining the PAT and insurance certificates from suppliers, and passing these details through to the LLP in advance of an event.

The assumption by GG of much of the responsibility for the management of the wedding day itself is reflected in the "Clock Barn Welcome Guide" which says the following:

Eva's evidence confirmed that the role of the LLP team decreased significantly after the appointment of GG – even though this was not what they wanted. But the LLP team continued to work directly with prospective customers at the showarounds and any subsequent visits.

During the course of the evidence and submissions of the parties, emphasis was placed on particular aspects of the LLP's wedding business as being factors demonstrating its investment, or non-investment, nature.

Great emphasis was placed by the Appellants on the level of personal service and advice given by Mrs Butler and the LLP's wedding team to customers, and the proactive participation of the wedding team on and before a wedding day to ensure the smooth operation of the day.

During the showarounds, the LLP's team would often advise the customers about what works well at a wedding, such as for example decoration, layout of tables, and the running of the day. They would be shown an album of photographs (this later took the form of an electronic album on an iPad) to give them ideas of how the venue could look – and which suppliers they might use for a particular style. Mrs Butler maintained relationships with several businesses, and kept a recommended supplier list to share with prospective couples. This list was included in the brochure.

If customers were asked about likely costs, the team would give them "ball park" figures for the various items, but would emphasise that the prices would need to be agreed separately by them with each individual supplier. It was the LLP's policy not to get involved with suppliers' pricings.

Once a wedding had been booked, a member of the LLP wedding team would contact all of the chosen suppliers to request their PAT and insurance certificates, as well as to tell them about Clock Barn's rules and regulations. The team would liaise with suppliers to ensure that supplies (such as alcohol and the cake) were delivered in time for the wedding and were properly stored. Photographers and discos would often want to visit the venue in advance in order to scope out the best places to set up their equipment. The LLP team would advise on timings for setting up, and how this could best be done without disrupting other aspects of the day.

If a wedding couple wanted to bring anything electrical of their own on the site, they would need to have it PAT tested, and if it was unsuitable, the team would have to turn down the couple's request and suggest a suitable alternative.

On the wedding day itself, the venue manager would be in attendance from before the event started, until after it finished. The maintenance team would be responsible for setting up tables and chairs inside Clock Barn (and resetting them for the wedding breakfast after the wedding ceremony had finished) (however the maintenance team did not set the tables with linen, cutlery, glasses, decorations etc – this was the responsibility of the catering team, the florists and other suppliers). They would also be responsible for setting up (and clearing away) the bunting, the background music system, the tea lights, the outdoor furniture and garden games. The maintenance team would ensure that Clock Barn and the surrounding grounds were clean and tidy and in good repair first thing in the morning on the day of a wedding. They would undertake traffic marshalling when guests and suppliers arrived and left. They were also responsible for cleaning the toilets during a wedding, and clearing ashtrays on the outdoor tables.

There are two licences relating to the LLP's business.

The first licence is the wedding venue licence, which licensed the use of Clock Barn for civil weddings and civil partnership ceremonies. The second licence is a premises licence. This allowed the sale of alcohol, the provision of live or recorded music and dancing.

The wedding venue licence was granted with effect from 23 March 2014. Mrs Butler was designated as the “responsible person” under the licence. As the responsible person, she was required to be present "on site" at every wedding from one hour before the ceremony until after it had concluded. The licence allowed for the appointment of appropriately qualified deputies to act in Mrs Butler's place. It is clear from Ginny's witness statement that she would act as a responsible person and there is a reference in minutes of a meeting of 30 July 2014 to Sarah Huckle being added to the list of "Responsible People", and a reference in minutes of a meeting of 19 September 2014 for the guidelines relating to responsible person being sent to Cat Jacobs. Included in the document bundles was a checklist signed by Ginny, Sarah, Eva, and Tilly in November 2014, and by K Lawson, S Huckle and C Jacobs in December 2014, under which they acknowledged their duties as "responsible persons" for the purposes of the wedding venue licence. From other correspondence it appears, and I find, that K Lawson, S Huckle and C Jacobs worked for GG. I find that the duties of being the responsible person at a wedding ceremony were being undertaken by GG individuals from 30 July 2014 (and possibly earlier).

The licence conditions required the responsible person, to locate the groom (or first partner) and bring him or her to a room to be interviewed by the registrars. Once the interview had concluded, she had to take the groom to the ceremony room, and then take the bride (or second partner) to be interviewed.

After the bride/second partner had been interviewed, the responsible person was required to wait with that person whilst the registrars made their way to the ceremony room. She then had to alert the registrar officiating at the ceremony to when the bride/second partner was ready to enter.

If the number of guests warranted it, the licence required the responsible person to provide ushers to control the guests. The ushers were to be under the responsible person's supervision, subject to the overall directions of the registrars. The responsible person and her team were required to be on hand at all times before and during the ceremony to solve any problems that might arise.

The terms of the licence required the responsible person to ensure that the couple contacted Hampshire registration service if they had any questions about the ceremony (such as readings, music, and extra words), any unusual requests (such as having an animal deliver the rings, sand ceremonies, candle lighting, breaking glasses, or ring warming), any unusual decorations (such as structures or statues), garden ceremonies, or any other "registration matters". The conditions go on to state that because the law governing civil marriage is complex, it is important that "venues do not attempt to answer any questions about registration matters, including the content of the ceremony."

A premises licence was obtained at an early stage in the life of the wedding business. The premises licence authorised Clock Barn to be used for the performance of live and recorded music, for dance, and for the sale of alcohol. The licenced hours for music were from 11:00 to midnight, for dance were from 18:00 to midnight, and for the sale of alcohol from 11:00 to midnight (with a requirement that the last sale to be at 23:30). The licence conditions required regular electrical safety assessments and fire certificates. Staff were required to be trained on the serving of alcohol and in spotting unruly behaviour.

Mrs Butler was the "designated premises supervisor". The licence did not require her to be present at Clock Barn whilst licensed activities were undertaken (even though she was required to hold a "personal licence"). Instead, the licence required that every supply of alcohol must be made or authorised by a person who holds a "personal licence". Whoever was undertaking the catering would provide the personal licence holder. This would be someone from Perks, and then, when GG took over the catering, one of the GG team would hold a personal licence and take on the responsibility for supervising the sale of alcohol. Eva obtained a personal licence in 2014 when she joined the business full-time.

In addition to the Clock Barn building, the LLP also provided customers with the use of its tables and chairs, its background music system, white bunting, tea light holders, chalkboard and stand, outdoor furniture (such as outdoor tables, chairs, and umbrellas), garden games (such as croquet).

Fairy lights were permanently installed in Clock Barn.

During the course of an event, the maintenance team would arrange for outdoor lanterns to be lit at dusk, and for the lighting in the barn to be dimmed.

As part of the improvements made between 2005 and 2008, shelter belts of trees and hedgerows were planted around the boundaries and along the new access road. A garden was laid out to one side of Clock Barn, which was designed by Mrs Butler. There are photographs of the garden, which shows that part is gravelled, and the rest is laid to lawn. There are shrubs planted around the perimeter, with a couple of benches set in arbours amongst the shrubs. A number of large pots planted with, what appear to be, Buxus balls are set around the gravelled area. Part of the garden was set aside for children's play and garden games (such as croquet).

Fields, with views of the surrounding countryside, form part of the wider grounds and these are used for photographs of the wedding couple.

Clock Barn and its grounds are maintained to a high standard. In addition to the setting up (and tidying away) the furniture, and general cleaning, the maintenance team also undertook other cleaning, repairs and maintenance. This included spot cleaning fabrics, maintaining and oiling the dance floor, and gardening.

Particular attention needed to be paid to the dance floor, and part of the work of the venue manager was to ensure that DJs and musicians did not damage the floor with their equipment.

In relation to the garden in addition to the usual maintenance tasks of weeding and mowing the lawn, often things were left behind and needed to be stored, and confetti, cigarette butts, and litter would need to be cleared away. Outdoor furniture would need to be set up and tidied away after a wedding.

In the event of a power cut, there was a standby generator which the maintenance team could start.

The heating system involved blowing warm air through vents in the barn walls. From time to time problems arose, which Mrs Butler resolved with the help of the maintenance team.

Most of the marketing and sales work was undertaken by CHWV. However, the LLP maintained a social media presence, which would be updated with photographs and posts following every wedding and open day. Copies of letters from satisfied customers would also be uploaded (in all cases with the relevant consents).

A wedding brochure was prepared by Ginny.

There are a number of contracts and non-contractual arrangements in place.

Some of the activities of the LLP are conducted on its behalf by the Company. In particular:

Customers of the LLP enter into two contracts. The first agreement is subject to the terms and conditions set out in CHWV's booking form, and the second agreement is subject to the terms set out in the back of the LLP's brochure.

The relevant provisions of the CHWV terms with customers are as follows:

The relevant provisions of the LLP's terms are as follows:

In addition to the terms set out in the LLP's brochure, a separate Venue Location Fees sheet sets out what is included in the scope of the LLP's facility fee (and a similar list is included in a sheet of FAQs):

Although clause 2.1 of CHWV terms refers to the deposit being paid to CHWV, in practice all deposits and balance payments were made directly to the Company.

The example of an invoice issued by the Company to customers provided in the bundle gives as a description of the service offered as "Use of Clock Barn for a wedding on [date]". The Company ledger has a similar description: "Use of Clock Barn for wed".

Customers contract directly with the catering firm (Perks or GG) for the provisions of catering services.

In addition to the customers' contracts with the caterer, there are arrangements in place between the LLP and the caterers setting out the basis of their relationship and how a wedding is managed on the day.

There was never any formal agreement in place between the LLP and Perks during the time that they were the sole suppliers of catering services to customers of the LLP. There was an understanding that Perks would pay a commission to CHWV of £230 (ex VAT) for each booking made at Clock Barn – and this arrangement is footnoted in the LLP's brochure.

There was also the Clock Barn and Perks Event Responsibilities sheet which set out the respective responsibilities of the LLP and Perks for events:

When Perks are replaced by GG as the sole caterers, the Company entered into an agreement with GG which set out the terms on which GG were given sole rights to provide catering services at Clock Barn. The agreement is dated 5 June 2013 and appoints GG as the sole providers of catering and the other specified services at Clock Barn for a period ending on 24 June 2024. The relevant provisions of the agreement are as follows:

Although the schedules to the agreement provided that GG would undertake post-event cleaning at the cost of the Company, and that GG would set up tables and chairs, in fact the LLP maintenance team continued to undertake this work.

In addition, the LLP leased the Green Barn to GG until 24 June 2024 under a lease dated 1 June 2014 at an annual rent of £18,500 (which is index linked). The Green Barn was close to Clock Barn, and was fitted out as a commercial kitchen by and at the expense of GG. GG allowed Perks the use of the Green Barn kitchen during the overlap period.

When CHWV were first engaged there was no formal agreement put in place with them, other than an arrangement that Perks would pay them a commission of £230 (plus VAT) for each event taking place at Clock Barn.

When GG were engaged as sole caterers in the place of Perks, the Company (acting on behalf of the LLP) also entered into an agreement with CHWV for the provision of marketing and management services. The agreement is dated 5 June 2013 and lasts until 24 June 2024. Instead of the caterer (now GG) paying commission to CHWV, the agreement provides that commission will be paid by the Company. The commission is set at 5% (plus VAT) of the total fee paid by a customer for the hire of Clock Barn.

The relevant provisions of the agreement with CHWV are as follows:

Although the agreement with CHWV refers to clients paying CHWV – and CHWV then making a corresponding payment to the Company, in fact customers paid the venue fee (deposit and balance payments) directly to the Company.