nor into a memorandum of an agreement, unless, indeed, after the acceptance, something is said or done by the parties to indicate that in the future it is to be so considered." 11. Section 8(1) of the Stamp Duty Act speaks of agreements; it makes no mention of memoranda of agreement. Counsel for the respondent relied upon the reasons for judgment of Lord Hanworth M.R. and Romer L.J. in Fleetwood-Hesketh v Commissioners of Inland Revenue (1936) 1 KB 351 at 359, 363-4. Their reasoning is to be contrasted with the more careful, if I may say so with respect, reasoning of Maugham L.J. If the reasoning of Lord Hanworth M.R. and Romer L.J. leads to a different conclusion from my view that the instrument is not an agreement and thus not a conveyance as defined for the purposes of s.8(1) of the Stamp Duty Act, then I, with respect, disagree with that reasoning and decline to follow it. 12. It follows that the Commissioner erred and that the appeal must be allowed. However, counsel for the parties have requested that in remitting the matter to the Commissioner for reassessment, I express my views as to whether the Real Property Act transfer should bear ad valorem duty on the basis of an aggregated consideration pursuant to s.8(1) of the Stamp Duty Act. There is no appeal from the assessment of nominal stamp duty on the transfer, so strictly speaking the matter is not before me. However, it is a convenient course and may well avoid future litigation. It is open to the Commissioner to reassess the stamp duty payable on the transfer: s.97(1) Taxation (Administration) Act. 13. The transfer is a conveyance as defined. Was it "executed in pursuance of an agreement or a number of agreements which ... constitutes or constitute one transaction" which included chattels? The appellant argued that the contract for sale of land was separate from the contract for sale of the business. The contract for sale of land was expressed to be conditional upon the sale of the business but the mere fact one contract is conditional upon another contract does not ipso facto render it one transaction. As counsel for the appellant said, the fact that a contract to purchase land is subject to obtaining finance does not render the contract to purchase and the obtaining of finance one transaction. 14. Counsel for the appellant stressed that there was no term in the contract to purchase the business pursuant to which the land was transferred. By way of contrast, the contract for the purchase of land expressly so provided. Counsel for the appellant submitted that a contract constituting "one transaction" does not mean a contract constituting "one of a series of transactions" or a contract constituting "part of a larger transaction". There was nothing in the agreements themselves which indicated that one agreement was entered into in consideration of the other. Neither could it be said, it was submitted, that the agreements stood or fell together. The agreement to purchase the business "stood alone": in certain events contemplated by the agreement for sale and purchase of the land, that agreement might be terminated by the appellant without reference to the agreement to purchase the business. Section 8(1) of the Stamp Duty Act uses the words "constitutes or constitute one transaction" and may be contrasted with legislation that speaks of contracts being aggregated for stamp duty purposes if they "together form, or arise from substantially one transaction or one series of transactions", such as s.66 a b(1) of the South Australian Stamp Duties Act 1923; see Jeffrey v Commissioner of Stamps (1980) 23 SASR 398 and Old Reynella Village Pty Ltd v Commissioner of Stamps [1989] SASC 1724; (1989) 51 SASR 378. Nor, it was said, could the Commissioner go behind the legal entities, that is, the two purchasers. Each was to be treated as a separate company, true though it may be that each was a wholly owned subsidiary of a third company and had common directors. Related companies are grouped for the purposes of payroll tax, see division 8A of the Taxation (Administration) Act. They are not so grouped for the purposes of stamp duty. 15. In ordinary parlance the word 'transaction' is wider than the word 'contract', see per Rich J in Grimwade v F.C.T. [1949] HCA 9; (1949) 78 CLR 199 at 222. However, s.8(1) by its use of the words "constitutes or constitute" equates "an agreement or a number of agreements" with "one transaction". The section is thus narrower than, for example, the South Australian legislation. Counsel for the appellant also submitted that agreements which form one transaction are not caught by s.8(1) unless the conveyance is made pursuant to each agreement comprising the one transaction and not merely one of the agreements. I do not accept this submission. It seems to me that if a number of agreements constitute one transaction and the only one of those agreements expressly provides for the conveyance, the conveyance can nevertheless be said to be in pursuance of all the agreements comprising the transaction. I, with respect, agree with Mayo J in Groves v Groves [1944] SAStRp 43; (1944) SASR 187 at 189, 190. The words "in pursuance of" may mean under or according to the terms of an agreement but may have a wider meaning, that is, in intended performance or furtherance of an agreement. The words may describe objectively the character of the act or may link up the reason for what is done, or both. The fact that a conveyance is executed under or according to an express term of one of a number of agreements does not thereby prevent it also being executed pursuant to one wider transaction constituted by all the agreements. 16. In the circumstances of this case I have reached the view that the transfer was a conveyance executed in pursuance of an agreement which constituted one transaction. That transaction included chattels. The agreement was between the respective purchasers, on the appellant's part to acquire the land and to give Yeodine Pty Ltd possession and use thereof, and on the part of Yeodine Pty Ltd to acquire the business and to take possession of the land and conduct the business thereon. In furtherance of that agreement

• to which neither vendor was a party - the land and business were respectively acquired; in pursuance of that agreement the transfer was executed. The existence of such an agreement is to be inferred from the facts.

17. It seems to me that it matters not that there were different vendors of the land and of the business. Of more importance are other features of the transaction that lead to my conclusion. The two purchaser companies were related, albeit separate legal entities. They were owned by the same holding company, Nicholas Paspaley Investments Pty Ltd. They had common directors. The subject matter of the contract for the sale of the business included fixtures and site improvements which were considered part of the land. What is described as a "Synchro-lift", which may be loosely described as the slipway apparatus, ie, rails, and lifting mechanism to remove ships from the sea to dry land, was referred to in both the contract to purchase land and the contract to purchase the business. The sale of the business included sale of the goodwill, work in progress and permanent fixtures, eg the retaining sea wall. By its nature, the business could not be conducted independently of the land. The land and business assets necessarily had to be used conjunctively; they were, in the word used in the authorities, "complicated": Holliday v Lockwood (1917) 2 Ch 47 at 56.
18. The purchasers here were not commercial strangers to each other. In the absence of evidence to the contrary, it is an irresistible inference that the appellant's dealings which led to the conveyance included an agreement with Yeodine for that company to purchase the business; the appellant and Yeodine Pty Ltd acted conjunctively: compare Sportsman's Hotel Pty Ltd and Anor v Commissioner of Stamp Duties (Tas) [1990] TASRp 2; (1990) 21 ATR 291. It follows, I think, that the transfer is assessable with ad valorem duty calculated by reference to s.8(1) of the Stamp Duty Act and the agreement to purchase the business. The consideration for the purchase of the business not wholly relating to the purchase of chattels, it is inappropriate that I express any view as to how much stamp duty should be assessed on the transfer.
19. The appeal will be allowed. I shall hear counsel as to the appropriate orders.