© 2025 by Michael Firth KC, Gray's Inn Tax Chambers
Contact: michael.firth@taxbar.com
C7. Complex supplies
GENERAL
​
- No absolute rule for determining
"[19] None the less, there is no absolute rule for determining the extent of a supply from the point of view of VAT, and consequently, to determine the extent of a supply, all the circumstances must be taken into consideration (see CPP, paragraph 27)." (Field Fisher Waterhouse LLP C-392/11)
​
- Purely objective enquiry
"[18] Moreover, in certain circumstances, several formally distinct services, which could be supplied separately and thus give rise, in turn, to taxation or exemption, must be considered to be a single transaction when they are not independent. Such is the case for example, where, in the course of a purely objective analysis, it is found that there is a single supply in cases where one or more elements are to be regarded as constituting the principal service, whilst one or more elements are to be regarded, by contrast, as ancillary services which share the tax treatment of the principal service. In particular, a service must be regarded as ancillary to a principal service if it does not constitute for customers an aim in itself, but a means of better enjoying the principal service supplied (Part Service, paragraphs 51 and 52 and case-law cited)." (RLRE Tellmer Property C-572/07)​
​
- Examine characteristic elements of the transaction concerned
"[18] In view of the two circumstances that, first, every supply must normally be regarded as distinct and independent and, secondly, a transaction which comprises a single supply from an economic point of view should not be artificially split, so as not to distort the functioning of the VAT system, the characteristic elements of the transaction concerned must be examined in order to determine whether the supplies constitute several distinct principal supplies or one single supply (see, to that effect, CPP, paragraph 29; Levob Verzekeringen and OV Bank, paragraph 20; Aktiebolaget NN, paragraph 22; Everything Everywhere, paragraphs 21 and 22; and Bog and Others, paragraph 53)." (Field Fisher Waterhouse LLP C-392/11)
​
- Elements merge into a new distinct supply
"[25] A characteristic of a single complex supply is the indivisibility of the elements of the supply. ( 18 ) In the case of a single complex supply, the individual elements of the supply merge into a new distinct supply, such that, in the generally accepted view, there is only a single supply." (Frenetikexito C-581/19 AG Kokott)
​
- Single supply liable to single rate
"[35] In the second place, it follows from the very classification of an operation composed of several elements as a single supply that that operation must be subject to one and the same rate of VAT. The option left to the Member States to subject the various elements comprising a single supply to the various rates of VAT applicable to those elements would mean artificially splitting that supply and risk distorting the functioning of the VAT system (judgment of 18 January 2018, Stadion Amsterdam, C‑463/16, EU:C:2018:22, paragraph 26 and the case-law cited)." (BlackRock Investment Management (UK) Ltd C-231/19)
​
IDENTIFYING COMPLEX SUPPLIES
​
- Transaction that it would be artificial to split/comprising single supply from economic point of view
"[38] However, by way of exception to that general rule, first, the transaction which comprises a single supply from an economic point of view should not be artificially split, so as not to distort the functioning of the VAT system. This is why there is a single supply where several elements or acts supplied by the taxable person to the customer are so closely linked that they form, objectively, a single, indivisible economic supply, which it would be artificial to split (judgment of 2 July 2020, Blackrock Investment Management (UK), C‑231/19, EU:C:2020:513, paragraph 23 and the case-law cited)." (Frenetikexito C-581/19)
​
"[26] According to settled case-law, it follows from Article 2 of the Sixth Directive that every supply must normally be regarded as distinct and independent. However, a transaction which comprises a single supply from an economic point of view should not be artificially split, so as not to distort the functioning of the VAT system (see, inter alia, CPP, paragraph 29; Levob Verzekeringen and OV Bank, paragraph 20; Case C‑111/05 Aktiebolaget NN [2007] ECR I‑2697, paragraph 22; judgment of 2 December 2010 in Case C‑276/09 Everything Everywhere, not yet published in the ECR, paragraphs 21 and 22; and judgment of 10 March 2011 in Joined Cases C‑497/09, C‑499/09, C‑501/09 and C‑502/09 Bog and Others, not yet published in the ECR, paragraph 53)." ​(Purple Parking Ltd C-117/11)
​
"[12] ... The question is whether, for tax purposes, these are to be treated as separate supplies or merely as elements in some over-arching single supply. According to the Court of Justice in Card Protection, at para 29, for the purposes of the directive the criterion to be applied is whether there is a single supply "from an economic point of view". If so, that supply should not be artificially split, so as not to distort (altérer) the functioning of the value added tax system. The answer will accordingly be found by ascertaining the essential features of the transaction under which the taxable person is operating when supplying the consumer, regarded as a typical consumer. Since the 1994 Act has not adopted any different mechanism to give effect to this aspect of the directive, the same approach must be applied in interpreting the provisions of the Act. The key lies in analysing the transaction." (College of Estate Management v. HMRC [2005] UKHL 62)
​
- So closely linked that they form a single, indivisible economic supply
"[16] In that regard, the Court has held that a supply must be regarded as a single supply where two or more elements or acts supplied by the taxable person are so closely linked that they form, objectively, a single, indivisible economic supply, which it would be artificial to split (see, to that effect, Case C-41/04 Levob Verzekeringen and OV Bank [2005] ECR I-9433, paragraph 22, and Everything Everywhere, paragraphs 24 and 25)." (Field Fisher Waterhouse LLP C-392/11)
​
- Consider the economic objective of the parties
​
"[29] In that regard, it should be noted, first, that, in order to determine whether a transaction that comprises several supplies constitutes a single transaction for the purposes of VAT, the Court takes into account the economic objective of that transaction (see, to that effect, judgments of 19 November 2009, Don Bosco Onroerend Goed, C‑461/08, EU:C:2009:722, paragraph 39; of 28 October 2010, Axa UK, C‑175/09, EU:C:2010:646, paragraph 23; and of 27 September 2012, Field Fisher Waterhouse, C‑392/11, EU:C:2012:597, paragraph 23). In its analysis, the Court also takes into account the interests of the recipients of the supplies (see, to that effect, judgment of 16 April 2015, Wojskowa Agencja Mieszkaniowa w Warszawie, C‑42/14, EU:C:2015:229, paragraph 35)." (Stock 94 C-208/15)
​
"[15] In the context of single or multiple supplies, as the CJEU makes clear in Stock 94, it will in some circumstances be appropriate to consider the economic objective of the parties." (ING Intermediate Holdings Limited v. HMRC [2017] EWCA Civ 2111, Arden, Kitchin, Floyd LJJ)
​
DECISIVE TEST​
​
- Identify characteristic elements from perspective of average consumer and ask whether indivisible
"[20] Thus, first, the transaction which comprises a single supply from an economic point of view should not be artificially split, so as not to distort the functioning of the VAT system. This is why there is a single supply where several elements or acts supplied by the taxable person to the customer are so closely linked that they form, objectively, a single, indivisible economic supply, which it would be artificial to split (judgment of 4 March 2021, Frenetikexito, C‑581/19, EU:C:2021:167, paragraph 38 and the case-law cited).
[21] In order to determine whether the taxable person performs several distinct main supplies or a single supply, it is necessary to identify the characteristic elements of the transaction in question, from the perspective of the average consumer. The body of evidence relied on for this purpose comprises various elements, the first of which, being of an intellectual nature and of decisive importance, seek to establish whether or not the elements of the operation in question are indivisible and its economic purpose, whether or not this is unique, and the second of which, being of a substantive nature and not of decisive importance, support, where appropriate, the analysis of the first elements, such as separate access or joint access to the services in question or the existence of a single invoice or a separate invoice (judgment of 4 March 2021, Frenetikexito, C‑581/19, EU:C:2021:167, paragraph 39 and the case-law cited)." (Deco Proteste C-505/22)
​​
"[39] To that end, as the Advocate General observed in points 22 to 33 of her Opinion, it is necessary to identify the characteristic elements of the transaction in question (judgments of 29 March 2007, Aktiebolaget NN, C‑111/05, EU:C:2007:195, paragraph 22, and of 18 January 2018, Stadion Amsterdam, C‑463/16, EU:C:2018:22, paragraph 30), from the perspective of the average consumer (judgment of 19 July 2012, Deutsche Bank, C‑44/11, EU:C:2012:484, paragraph 21 and the case-law cited). The body of evidence relied on for this purpose comprises various elements, the first of which, being of an intellectual nature and of decisive importance, seek to establish whether or not the elements of the operation in question are indivisible (judgment of 28 February 2019, Sequeira Mesquita, C‑278/18, EU:C:2019:160, paragraph 30) and its economic purpose, whether or not this is unique (judgment of 2 July 2020, Blackrock Investment Management (UK), C‑231/19, EU:C:2020:513, paragraph 34),..." (Frenetikexito C-581/19)
​
- Crucial whether typical recipient of the supply regards it as multiple distinct supplies or a single supply
"[23] It is therefore crucial whether the typical consumer (the typical recipient of the supply) regards the supply received as multiple distinct supplies or as a single supply. The decisive criterion is the generally accepted view, that is to say, the understanding of the general public. By having regard to the ‘typical consumer’, the Court applies a generalisation which it also uses in other fields of law. ( 17 )" (Frenetikexito C-581/19 AG Kokott)
​
- Individual elements lose their independence and become secondary to new sui generis supply
"[27] From the perspective of the typical consumer, where there is a single complex supply the individual elements lose their independence and become secondary to a new sui generis supply. The object to be examined is then only that single supply as a whole. Any weighting of the individual elements of the supply is rightly irrelevant. It is also to be determined solely according to the generally accepted view whether the single complex supply constitutes a supply of goods under Article 14(1) or a supply of services under Article 24(1) of the VAT Directive." (Frenetikexito C-581/19 AG Kokott)
​
Whether it would be artificial to separate elements
​
- Consider linkage from an economic rather than physical, temporal or other standpoint
​
"[17] In summary, therefore, the court must have regard to all the circumstances. It must apply the relevant test on an objective basis. There are various formulations of what the relevant test is in Card Protection Plan para 29, Levob para 22 and Levob ruling 1. Common to all of them are the requirements that the court must look at the transactions from the view point of the typical consumer rather than the supplier. The extent of the linkage between the relevant transactions must be considered from an economic point of view, rather than, say, a physical, temporal or other standpoint. So regarded the question then is whether it would be artificial to split them into separate supplies. The fact that the supplier has charged a single price for the aggregate of the transactions is a relevant circumstance but is not conclusive because that price may be apportioned." (HMRC v. Weight Watchers (UK) Limited [2008] EWCA Civ 715)
​​
- Elements indispensable to achieving single economic aim of supply
"[34] The Court has also already held that the management of an investment portfolio is a single supply, composed of the service of analysis and of monitoring the assets of the client investor and the service of purchasing and selling securities, and that both the first and the second are equally indispensable in carrying out the service as a whole (see, to that effect, the judgment of 19 July 2012, Deutsche Bank, C‑44/11, EU:C:2012:484, paragraph 26 and 27)." (BlackRock Investment Management (UK) Ltd C-231/19)
​
"[30] Another indication of the existence of a single complex supply is the single economic aim of the transaction. ( 26 ) If the combination of multiple supplies is important to the typical recipient of supplies, this suggests a single complex supply. According to the Court’s case-law, a single complex supply exists if all the elements of the supply are indispensable for achieving the aim of the supply. ( 27 )
[31] In portfolio management, for instance, the bank typically supplies two kinds of service: the purchase/sale of securities and their management. If, in that case, the elements of the supply are necessarily mutually dependent because the asset holder has entrusted the management of the securities to the bank so that it can decide on the most opportune time for the purchase and sale of the securities, there is a single supply of services. ( 28 ) That supply relates to the growth of the assets placed under management and, unlike the mere sale of securities, is not exempt. ( 29 )" (Frenetikexito C-581/19 AG Kokott)
​
- Value rests in plurality of what is supplied
​
"[24] In the present case, as the Advocate General observed in point 51 of his Opinion, it is clear from the information provided to the Court, in particular at the hearing, that, from the point of view of the recipients, the value of the supply of services at issue in the main proceedings rests in the combined use of various functionalities of the Aladdin software platform, such that it appears that, notwithstanding the plurality of elements and documents provided to those recipients, that supply of services must be regarded as forming a single indivisible economic supply." (BlackRock Investment Management (UK) Ltd C-231/19)​​
​
- Perspective of typical consumer, not supplier
​
"[37] Nor, third, do I consider that that error of law was retrieved in paragraph 58 of the decision of the Tribunal. Indeed I consider that that paragraph discloses further errors of law. First, the word "indivisible" is used in the second to fourth sentences of paragraph 58 in some sense other than economic. Further, even if the Tribunal were right in their paraphrase of "economic" as "practical in a business sense" it is clear that they then applied that test from the wrong point of view, namely that of the supplier not that of the typical consumer." (HMRC v. Weight Watchers (UK) Limited [2008] EWCA Civ 715)
​​
- Look at what is contracted to be supplied/paid for
"[58] Accordingly, my starting point is the G&F contract. The contractual terms cannot by themselves be determinative of the VAT analysis, but may be conclusive unless inconsistent with the underlying economic and commercial reality. One would naturally expect the predominant part of a supply to be what the supplier has promised to supply and what the consumer has promised to pay for..." (HMRC v. Gray & Farrar International LLP [2023] EWCA Civ 121, Simler LJ)
​
- Would the typical consumer consider it was purchasing multiple elements or a single overall service?
"[24] With regard to the dispute in the main proceedings, it is apparent, as held by the Gerechtshof te Amsterdam whose decision was the subject of the appeal in cassation pending before the referring court, that the economic purpose of a transaction such as that which took place between FDP and Levob is the supply, by a taxable person to a consumer, of functional software specifically customised to that consumer’s requirements. In that regard, and as the Netherlands Government has correctly pointed out, it is not possible, without entering the realms of the artificial, to take the view that such a consumer has purchased, from the same supplier, first, pre-existing software which, as it stood, was nevertheless of no use for the purposes of its economic activity, and only subsequently the customisation, which alone made that software useful to it." (Levob C-41/04)
​
"[64] The approach adopted by both the FTT and the UT involved an artificial dissection of the introduction service supplied by G&F of a kind warned against by the CJEU. To treat this service as comprising two distinct components, the provision of expert (consultancy) advice and the provision of information, was an error of approach. It did not reflect the economic or commercial reality of the transaction. Just as the characterisation of the supply of education with a view to a qualification is not to be determined by dissecting the single service into its component parts and then deciding whether the books and printed matter or the lectures and teaching predominates, there is no basis for thinking that the typical consumer using G&F's service would view the G&F service as supplying advice and/or providing information. That is not what is contracted for." (HMRC v. Gray & Farrar International LLP [2023] EWCA Civ 121, Simler LJ)
​
- Bundle of supplies provided at separate locations and times by different staff not artificial to split
"[52] Even if customers opt for the full package of the fitness service and nutrition advice, the individual elements of the supply (fitness and nutrition) are not indivisibly linked to each other. Ultimately, the services are supplied at separate times and locations by different staff. A separate VAT assessment does not therefore seem artificial, as the typical customer of the fitness studio would probably take two supplies to exist.
[53] The fitness and nutrition advice supplies are also available to the recipient of the supplies independently of one another. Each customer is free to decide whether to subscribe to both offers in combination or each individually. It is also not essential to utilise the nutrition advice service in order to use the fitness service meaningfully. This is shown by the fact that the applicant offers fitness plans with or without nutrition advice." (Frenetikexito C-581/19 AG Kokott)
​
- If customer is buying the combination, makes no sense to charge separate fees for elements
​
"[46] I reach that conclusion for the following reasons. First, the typical consumer, as described by the judge in paragraph 52 of his judgment, is or is about to become a member of WW. Second, the purpose of such a consumer in being or becoming a member is to obtain the benefit of the weight loss programme marketed by WW under the title "Switch". Third, one of the cardinal features of that programme for a member entitled to attend meetings, unlike At Home or Online members, is the reinforcing combination of the diets as taught in the Handbook and the group therapy to be derived from the meetings. Fourth, if it is the combination which the Meeting Member is buying, then it makes no sense from an economic point of view to pay (be charged) separately for the meetings and the publications..." (HMRC v. Weight Watchers (UK) Limited [2008] EWCA Civ 715)
​​
- Supply of building and demolition services would be artificial to split
"[39] In a situation such as that at issue in the case in the main proceedings, it must be held that, for VAT purposes, the actions undertaken by the vendor are closely linked. The demolition work and the supply of the plot of land as such actually overlapped. The economic purpose of those actions was to supply land ready for construction. In this respect, it is not possible, without undue contrivance, to take the view that Don Bosco acquired from the same person first an old building and the ground it stood on which, as it happened, was of no economic use to him, and, only subsequently, the supplies in connection with the demolition of the buildings, which alone could render the land economically useful (see, by analogy, Aktiebolaget NN, paragraph 25).
[40] Consequently, the supply of land on which a dilapidated building still stands, which must be demolished so that a new building can be constructed in its place and demolition of which had already begun before that supply took place, and also the demolition of that building must, in circumstances such as those described by the referring court, be considered to form a single transaction for VAT purposes, having, taken as a whole, the aim of supplying not the existing building but land that had not been built on.
[41] Therefore, such a transaction, viewed as a whole, does not fall within the exemption from VAT provided for by Article 13B(g) of the Sixth Directive, regardless of how far demolition of the old building had progressed at the moment the land was actually ‘supplied’." (Don Bosco C-461/08)
​
- Not artificial to split "free" gift from subscription where subscription does not always give rise to free gift
"[25] In this case, it is apparent from the information provided by the referring court, summarised in paragraphs 9 to 11 of the present judgment, that the provision of subscription gifts for all new subscriptions is an integral part of the commercial strategy of the applicant in the main proceedings. Furthermore, according to that court, subscription costs are considerably higher when accompanied by subscription gifts.
[26] There is therefore a clear link between the provision of a gift and the subscription to the magazines of the applicant in the main proceedings. Nonetheless, subject to examination by the referring court, that link does not appear to be, first, systematic and, second, sufficiently close for those supplies to be considered indivisible, within the meaning of the case-law cited in paragraphs 20 and 21 of the present judgment. In that respect, the fact that the renewal of a subscription does not give rise to the provision of a new gift and that, moreover, the applicant in the main proceedings carried out promotional campaigns without offering subscription gifts demonstrates that those services are not indivisible." (Deco Proteste C-505/22)
​
Typical consumer perspective
​
- Understanding of the general public/typical recipient of the supply
"[23] It is therefore crucial whether the typical consumer (the typical recipient of the supply) regards the supply received as multiple distinct supplies or as a single supply. The decisive criterion is the generally accepted view, that is to say, the understanding of the general public. By having regard to the ‘typical consumer’, the Court applies a generalisation which it also uses in other fields of law. ( 17 )" (Frenetikexito C-581/19 AG Kokott)
​
- Whether typical consumer seeks combination of the two elements or not
"[24] It is true that those two elements of the portfolio management service may be provided separately. A client investor may wish only for an advisory service and prefer to decide on and make the investments himself. Conversely, a client investor who prefers to take the decisions on investments in securities and, more generally, to structure and monitor his assets himself, without making purchases or sales, may call on an intermediary for the latter type of transaction.
[25] However, the average client investor, in the context of a portfolio management service such as that performed by Deutsche Bank in the main proceedings, seeks precisely a combination of those two elements." (Deutsche Bank AG C-44/11)
​
- Portfolio management services pointless without sales and purchases to give effect to advice
"[26] As the Advocate General stated at point 30 of her Opinion, to decide on the best approach to the purchase, sale or retention of securities would be pointless for investors within the context of a portfolio management service if no effect were given to that approach. Likewise, to make - or not, as the case may be - sales and purchases without expertise and without a prior analysis of the market would also be pointless." (Deutsche Bank AG C-44/11)
​
- Query whether typical consumer must be a recipient of the package
"[19] The “typical consumer” is mentioned in paragraph 29, not as an arbiter of whether it would be artificial to split a single service into constituent parts, or whether one element of a supply is ancillary to another but rather as an aid to identifying precisely what has been supplied and whether that amounts to a single composite supply or several separate supplies. It therefore necessarily follows that the “typical consumer” must be a recipient of the package of supplies whose characterisation is in dispute, and not simply a general customer of the business.
...
[26] (4) Therefore, a relevant question in this appeal is whether the constituent elements of a skating with skates package as supplied to a typical customer of that package are so closely linked that they form, objectively, a single, indivisible economic supply, which it would be artificial to split." (HMRC v. The Ice Rink Company Limited [2019] UKUT 108 (TCC), Judges Jonathan Richards and Cannan - emphasis original)
​
- Attributes of typical consumer identified
"[39]...In paragraph 52 of his judgment he said:
"52...I would accept [counsel for HMRC]'s criticism insofar as he states that the Tribunal could, and should, have identified a profile of a typical consumer. In the course of argument on the appeal to the High Court, counsel for both parties had little difficulty in describing the typical consumer for present purposes. Such a person was overweight, wanted to lose weight, wanted to get assistance for the purpose of losing weight, wanted to obtain that assistance over a period of time and (in the case of meetings members) wanted to have the opportunity to attend meetings and obtain the printed material on offer. However, having accepted [counsel]'s criticism up to a point, it does not seem to me that the difficulty the Tribunal thought it encountered in identifying a typical consumer really affected any part of its later reasoning and resulting conclusions. At paragraph 52, the Tribunal stated that the reference in the authorities to a typical consumer was really directed at the need to decide objectively whether it would be artificial to split the transaction. In the same paragraph, the Tribunal stated that if one did ascribe attributes to a representative consumer, they would be general and would not have any real meaning for present purposes. At paragraph 54, the Tribunal said:
"we can consider objectively what is supplied to Members in the light of what are their minimum attributes."
It seems to me that this comment by the Tribunal was an appropriate recognition of the task in hand. The concept of a typical consumer requires one to look at the matter from the perspective of the consumer not from the perspective of the supplier. The Tribunal adopted that perspective. The concept also requires one to approach the matter objectively rather than subjectively; the Tribunal did that. The concept also requires one to look at the various customers to identify the common themes which unite them rather than the many differences between them. As I read the Tribunal's decision they adopted that approach."
[...]
[46] I reach that conclusion for the following reasons. First, the typical consumer, as described by the judge in paragraph 52 of his judgment, is or is about to become a member of WW..." (HMRC v. Weight Watchers (UK) Limited [2008] EWCA Civ 715)
​​
SECONDARY IMPORTANCE FACTORS
​
- Summary
"[24] In its case-law the Court has developed various indications for the purposes of the VAT assessment of bundles of supplies. These are the indivisibility of the elements of the supply (point 25 et seq.), the separate availability of the supplies (point 29), the economic aim of the supply (points 30 and 31) and separate invoicing (points 32 and 33)." (Frenetikexito C-581/19 AG Kokott)
​
- Invoicing and separate access not determinative but can be supportive
"[21] In order to determine whether the taxable person performs several distinct main supplies or a single supply, it is necessary to identify the characteristic elements of the transaction in question, from the perspective of the average consumer. The body of evidence relied on for this purpose comprises various elements, the first of which, being of an intellectual nature and of decisive importance, seek to establish whether or not the elements of the operation in question are indivisible and its economic purpose, whether or not this is unique, and the second of which, being of a substantive nature and not of decisive importance, support, where appropriate, the analysis of the first elements, such as separate access or joint access to the services in question or the existence of a single invoice or a separate invoice (judgment of 4 March 2021, Frenetikexito, C‑581/19, EU:C:2021:167, paragraph 39 and the case-law cited)." (Deco Proteste C-505/22)
​​
"[39]...and the second of which, being of a substantive nature and not of decisive importance (see, to that effect, judgment of 25 February 1999, PPC, C‑349/96, EU:C:1999:93, paragraph 31), support, where appropriate, the analysis of the first elements, such as separate access (judgment of 17 January 2013, BGŻ Leasing, C‑224/11, EU:C:2013:15, point 43) or joint access (judgment of 8 December 2016, Stock '94, C‑208/15, EU:C:2016:936, point 33) to the services in question or the existence of a single invoice (order of 19 January 2012, Purple Parking and Airparks Services, C‑117/11, not published, EU:C:2012:29, paragraph 34 and the case-law cited) or a separate invoice (judgment of 18 January 2018, Stadion Amsterdam, C‑463/16, EU:C:2018:22, paragraph 27)." (Frenetikexito C-581/19)
​
- Single supply suggested where recipient cannot receive one element without another
"[29] An indication militating against the existence of a single complex supply is the separate availability of the supplies. According to the Court’s case-law, the fact that supplies are available independently of one another suggests the existence of multiple independent supplies for VAT purposes. ( 23 ) In contrast, a single complex supply is suggested where the recipient of the supply cannot receive one element of the supply without another. ( 24 ) Thus, there is a single complex supply where visitors to an aquatic park are given access to all the facilities in the park through their entrance ticket, regardless of which facilities they actually use. ( 25 )" (Frenetikexito C-581/19 AG Kokott)
​
- Invoicing and pricing arrangements not determinative
"[57] In the case of supplies in connection with a party catering business such as that at issue in the main proceedings in Case C‑502/09, it may be noted inter alia that the existence of a single transaction is independent of whether the caterer issues a single invoice covering all the elements or issues a separate invoice for the supply of the food (see, to that effect, CPP, paragraph 31; Levob Verzekeringen and OV Bank, paragraph 25; and Everything Everywhere, paragraph 29)." (Bog C-497/09)
​
"[25] The fact, highlighted in the question, that separate prices were contractually stipulated for the supply of the basic software, on the one hand, and for its customisation, on the other, is not of itself decisive. Such a fact cannot affect the objective close link which has just been shown with regard to that supply and that customisation nor the fact that they form part of a single economic transaction (see, to that effect, CPP, paragraph 31)" (Levob C-41/04)
​​
"[29]...But, as Lord Hope of Craighead said in the British Telecommunications Plc case, at p1385, the fact that a price for the supply in question can be separately identified is not determinative." (Benyon v. HMRC [2004] UKHL 53)
​
"On the authorities it is clear that the fact that one "package price" is charged without separate charge for individual supplies being specified does not prevent there being two separate supplies for VAT purposes. In my opinion the fact that separate charges are identified in a contract or on an invoice does not on a consideration of all the circumstances necessarily prevent the various supplies from constituting one composite transaction nor does it prevent one supply from being ancillary to another supply which for VAT purposes is the dominant supply." (CCE v. British Telecommunications Plc [1999] UKHL 3)
​
- Whether charge attributable to individual element can be easily factored out
"[32] If an overall price is agreed for the bundle of supplies, this should also be seen as an indication of a single complex supply, according to the Court’s case-law. ( 30 ) Conversely, however, agreement of separate prices for individual elements of a supply is likewise only an indication of multiple independent supplies ( 31 ) as separate pricing in a specific case may be merely based on the internal calculation by the supplier.
[33] If, however, the charge attributed to the individual elements of the supply cannot be easily factored out, this suggests a single complex supply. In this case, splitting the elements would appear artificial. That is the case, for example, with off-airport park and ride services, where customers park their vehicles at a car park outside the airport and the car park operator is responsible for transportation to the airport. ( 32 ) If the charge depends solely on the parking time, without transportation being invoiced separately, that pricing suggests a single complex supply. ( 33 )" (Frenetikexito C-581/19 AG Kokott)
​
- Freedom to choose one element and not the other relevant if it reflects economic reality
"[26]...(6) If a typical consumer has a choice as to whether or not to purchase one or more constituents of a skating with skates package, that is a relevant circumstance. If the freedom to choose is genuine and reflects the economic reality of the arrangements between the parties, it will be an important factor."(HMRC v. The Ice Rink Company Limited [2019] UKUT 108 (TCC), Judges Jonathan Richards and Cannan)
​
EXAMPLES
​
- Provision of books forming part of composite supply of education to achieve qualification
"[13] ... In my view, the tribunal were entitled to reach that conclusion on the basis of the findings which they made - especially their finding that the students took the courses in order to obtain the relevant qualification offered by the College. The transaction was therefore one which gave the students the opportunity, by successfully studying the printed materials and completing the other necessary steps, to obtain a valuable qualification. That was what the students were purchasing..." (College of Estate Management v. HMRC [2005] UKHL 62)
​
"[48]...College of Estate Management might be regarded as such a case: in the context of a single supply of education, the typical student purchased the courses in order to obtain the qualification offered by the College. Viewed by the student, the supply of books was part of that larger composite supply of education with a view to qualification, and could not be said to predominate for the purposes of the Mesto test, even if the provision of books was regarded as an important element of the single supply." (HMRC v. Gray & Farrar International LLP [2023] EWCA Civ 121, Simler LJ)
​
- Weight loss meetings/group therapy and handbook part of a single composite supply
"[46] I reach that conclusion for the following reasons. First, the typical consumer, as described by the judge in paragraph 52 of his judgment, is or is about to become a member of WW. Second, the purpose of such a consumer in being or becoming a member is to obtain the benefit of the weight loss programme marketed by WW under the title "Switch". Third, one of the cardinal features of that programme for a member entitled to attend meetings, unlike At Home or Online members, is the reinforcing combination of the diets as taught in the Handbook and the group therapy to be derived from the meetings. Fourth, if it is the combination which the Meeting Member is buying, then it makes no sense from an economic point of view to pay (be charged) separately for the meetings and the publications. Fifth, there is no difference between one meeting and another except in the case of a customer who is enrolling for the first time or enrolling again so as to attend the meeting without paying for missed meetings since the last enrolment. He or she is not a typical consumer, as described, but a subset of that class, and is only paying the higher price in order to obtain or continue to obtain the benefit of the combination I have mentioned. Sixth, it follows that the events of the first meeting, from the point of view of the enrolling member, are merely a necessary preliminary to obtaining the benefits of the programme as a whole at that and any subsequent meeting that member attends." (HMRC v. Weight Watchers (UK) Limited [2008] EWCA Civ 715)
​​
- Provision of a room forming part of composite supply of massage parlour services
"[48]...A similar analysis applies to Byrom (t/a Salon 24), where the supply was of "massage parlour services" to those offering their services to clients. An important element of the single supply was the provision of a room. But viewed from the perspective of the masseuse the provision of the room could not be said to predominate in the larger supply provided, which included toilet, changing and shower facilities, a seating and other areas for clients, bed linen and towels." (HMRC v. Gray & Farrar International LLP [2023] EWCA Civ 121, Simler LJ)
​​
But see in Byrom itself:
​
"[70] In the light of that conclusion, it is then necessary to categorise the resulting single supply viewed as a complex of elements (the provision of the licence and of the various services). In my judgment, the over-arching single supply is not to be treated as a supply of a licence to occupy land. The description which reflects economic and social reality is a supply of massage parlour services, one element of which is the provision of the room. That, in my judgment, is the correct conclusion even if, which for my part I think probably is the case, the provision of the room was, to the masseuse, the single most important element of the overall supply and, indeed, one predominating over the other elements taken together. This is a case where the tax treatment of the supply is self-evident once it is established that the other service elements are not ancillary to the provision of the licence." (Byrom v. HMRC [2006] EWHC 111 (Ch), Warren J)
​
- Restaurant service/catering
"In the present cases, in each of the disputes in the main proceedings, there is a combination of a supply of goods or several goods and a supply of various service elements, and the referring court considers that those supplies of goods and services form a single transaction for the purposes of VAT. There is nothing in the orders for reference or the observations submitted to the Court to show that that classification was not carried out in accordance with the above criteria." (Bog C-497/09)
​​
"[26] This is clear from the example of restaurant transactions consisting of various elements of supplies, such as the provision of foodstuffs and services like the preparation of food or the making available of furniture and crockery. ( 19 ) It would be artificial to split this into a supply of goods and a provision of services. What is important to the typical visitor to a restaurant is the combination of the individual elements in the experience of ‘visiting a restaurant’, which is a service. ( 20 ) It is a different situation if the customer merely picks up food at a snack stall. The typical snack stall customer sees this as a single supply of foodstuffs, ( 21 ) even though the preparation and ‘serving’ at the snack stall is a supply of services." (Frenetikexito C-581/19 AG Kokott)
​
- Matchmaking a single supply of introductions, not provision of advice and information
"[61] There can be no doubt that the typical consumer would regard the provision of introductions to prospective long-term partners as the qualitatively most important element of the service. Indeed, this was the UT's own conclusion at [90]. In light of the contract, this was the predominant element of the supply.
...
[65] In my judgment accordingly, the service provided by G&F was not a service habitually supplied by consultants or consultancy firms giving expert advice to a client. What it did was different. Nor was the service either data processing or the supply of information." (HMRC v. Gray & Farrar International LLP [2023] EWCA Civ 121, Simler LJ)
​
- Medical care including administering drugs
"[31]...In my opinion the level of generality which corresponds with social and economic reality is to regard the transaction as the patient's visit to the doctor for treatment and not to split it into smaller units. If one takes this view, then in my opinion the correct classification is that which the NHS has always taken of the personal administration of drugs to non-regulation 20 patients, namely that there is a single supply of services." (Benyon v. HMRC [2004] UKHL 53)
​
- Customised software is not a supply of original software plus service of modification
"[24] With regard to the dispute in the main proceedings, it is apparent, as held by the Gerechtshof te Amsterdam whose decision was the subject of the appeal in cassation pending before the referring court, that the economic purpose of a transaction such as that which took place between FDP and Levob is the supply, by a taxable person to a consumer, of functional software specifically customised to that consumer’s requirements. In that regard, and as the Netherlands Government has correctly pointed out, it is not possible, without entering the realms of the artificial, to take the view that such a consumer has purchased, from the same supplier, first, pre-existing software which, as it stood, was nevertheless of no use for the purposes of its economic activity, and only subsequently the customisation, which alone made that software useful to it." ​(Levob C-41/04)
​
- Software platform used for fund management
​
"[24] In the present case, as the Advocate General observed in point 51 of his Opinion, it is clear from the information provided to the Court, in particular at the hearing, that, from the point of view of the recipients, the value of the supply of services at issue in the main proceedings rests in the combined use of various functionalities of the Aladdin software platform, such that it appears that, notwithstanding the plurality of elements and documents provided to those recipients, that supply of services must be regarded as forming a single indivisible economic supply." (BlackRock Investment Management (UK) Ltd C-231/19)​​
​
- Supply and laying of fibre optic cable is supply of fitted, working cable
"[25] It follows therefrom, firstly, that all the elements of the transaction at issue in the main proceedings appear to be necessary to its completion and, secondly, they are all closely linked. In those circumstances, it is not possible, without undue contrivance, to take the view that such a consumer will acquire, firstly, the fibre-optic cable and, subsequently, from the same supplier, the supply of services relating to the laying thereof (see, by analogy, Levob Verzekeringen and OV Bank, paragraph 24).
[26] Consequently, the supply and laying of a cable, in the circumstances described by the national court, must be regarded as forming a single transaction for the purposes of VAT." (Aktiebolaget NN C-111/05)
​
- No building supplied where partially demolished building + services of demolition supplied by same person
"[39] In a situation such as that at issue in the case in the main proceedings, it must be held that, for VAT purposes, the actions undertaken by the vendor are closely linked. The demolition work and the supply of the plot of land as such actually overlapped. The economic purpose of those actions was to supply land ready for construction. In this respect, it is not possible, without undue contrivance, to take the view that Don Bosco acquired from the same person first an old building and the ground it stood on which, as it happened, was of no economic use to him, and, only subsequently, the supplies in connection with the demolition of the buildings, which alone could render the land economically useful (see, by analogy, Aktiebolaget NN, paragraph 25).
[40] Consequently, the supply of land on which a dilapidated building still stands, which must be demolished so that a new building can be constructed in its place and demolition of which had already begun before that supply took place, and also the demolition of that building must, in circumstances such as those described by the referring court, be considered to form a single transaction for VAT purposes, having, taken as a whole, the aim of supplying not the existing building but land that had not been built on.
[41] Therefore, such a transaction, viewed as a whole, does not fall within the exemption from VAT provided for by Article 13B(g) of the Sixth Directive, regardless of how far demolition of the old building had progressed at the moment the land was actually ‘supplied’." (Don Bosco C-461/08)
​
- Single ticket providing access to multiple facilities
"[24] In that regard, as to whether access to an aquatic park offering visitors not only facilities for engaging in sporting activities but also other types of recreation or relaxation amounted to a single supply falling within Article 132(1)(m) of Directive 2006/112, the Court has held that the fact that the aquatic park offers only a single entrance ticket granting access to all of the facilities, without any distinction according to the type of facility actually used and to the manner and to the duration of use during the period of the entrance ticket’s validity, constitutes a strong indication of the existence of a single supply (judgment of 21 February 2013, Žamberk, C‑18/12, EU:C:2013:95, paragraph 32)." (Stadion Amsterdam C-463/16)
​
"[32] As regards the existence of a single complex supply in the main proceedings, it is necessary to examine whether the facilities in the aquatic park at issue form a whole so that access to the whole constitutes a single supply which it would be artificial to split. In that regard, if, as in this case, the only type of entrance ticket offered for the aquatic park gives access to all of the facilities, without any distinction according to the type of facility actually used and to the manner and to the duration of its use during the period of the entrance ticket’s validity, that fact constitutes a strong indication of the existence of a single complex supply." (Mesto C-18/12)
​
- Portfolio management services and sales and purchases to give effect to advice both indispensable (even though can be provided separately)
"[27] In the context of the portfolio management service at issue in the main proceedings, those two elements are therefore not only inseparable, but must also be placed on the same footing. They are both indispensable in carrying out the service as a whole, with the result that it is not possible to take the view that one must be regarded as the principal service and the other as the ancillary service.
[28] Consequently, those elements must be considered to be so closely linked that they form, objectively, a single economic supply, which it would be artificial to split." (Deutsche Bank AG C-44/11)
​
- Successive steps of investment management
"[33] Furthermore, it is not clear from the order for reference that it is possible to distinguish within the supply provided by a platform, such as that at issue in the main proceedings, principal and ancillary supplies. The services of analysing markets, monitoring performance, evaluating risk, monitoring regulatory compliance and implementing transactions correspond to successive steps, all of which are equally necessary to allow investment transactions to be made under good conditions. Consequently, such a supply must be regarded as a single supply comprising various elements of equal importance." (BlackRock Investment Management (UK) Ltd C-231/19)
​
- Turnkey office supply may be single indivisible supply
"[42] Second, if an immovable property offered for letting appears objectively, from an economic point of view, to form a whole with the supplies that accompany it, they can be considered to constitute a single supply with the letting. The same may apply to the letting of turnkey offices, ready for use with the provision of utilities and certain other supplies, and the immovable property which is let for short periods, in particular for holidays or for professional reasons, and offered with those supplies, which are not separable from it.
[43] Moreover, if the landlord himself is not able to choose freely and independently, particularly of other landlords, the suppliers and the terms of use of the goods or services provided with the letting, the supplies at issue are generally inseparable from the letting and may also be regarded as forming a whole, and thereby a single supply, with the latter. This is particularly so where the landlord, who owns part of a multi-dwelling building is required to use suppliers designated by the co-proprietors collectively and to pay his share of the costs related to such supplies, which he then passes on to the tenant.
[44] In this second scenario, to separately assess for VAT purposes the provision of supplies for the letting would constitute an artificial split of a single economic transaction." (Wojskowa Agencja C-42/14)
​
Not complex supplies​
​
- Fitness services and nutrition monitoring invoiced separately not indivisibly linked
"[44] As regards the applicability to services such as those at issue in the main proceedings of the first type of exception, referred to in paragraph 38 of this judgment, it should be noted, on reading the order for reference, that the applicant in the main proceedings is engaged, inter alia, in the activity of managing and operating sports facilities and physical well-being and fitness activities and that it has supplied, through a professional duly qualified and certified for that purpose, nutrition monitoring services on its premises.
[45] Moreover, it is clear from the information provided by the national court that the various services supplied by the applicant in the main proceedings were invoiced separately and that it was possible to benefit from some of them without recourse to others.
[46] Thus, subject to verification by the referring court, it appears that physical well-being and fitness services, on the one hand, and nutrition monitoring, on the other, as provided by the applicant in the main proceedings, are not indivisibly linked within the meaning of the case-law referred to in paragraphs 38 and 39 of this judgment.
[47] Supplies such as those at issue in the main proceedings should therefore be regarded, in principle, as not constituting a single supply of a complex nature." (Frenetikexito C-581/19)
​