Family businesses and private investment groups often operate through a web of companies and trusts. The same people may control several entities, money moves around the group and everyone involved knows, more or less, how the arrangement is supposed to work. The trouble starts when “we all knew what we meant” has to be proved to somebody outside the family or business.
That is the practical lesson from Commissioner of Taxation v S.N.A Group Pty Ltd [2026] FCAFC 10. On 17 February 2026, the Full Court of the Federal Court allowed the Commissioner’s appeal in a dispute involving companies within the Coronis real estate group. The High Court subsequently refused special leave on 11 June 2026, leaving the Full Court’s decision standing.
There is an important distinction to make from the outset. The case was not about undocumented property sales, informal mortgages or inter-company property loans. It concerned roughly $19 million in intra-group service fees claimed as deductions under section 8-1 of the Income Tax Assessment Act 1997 (Cth).
The companies had previously operated under written agreements with related trustee companies that owned assets used by the businesses, including intellectual property and a rent roll. Those agreements came to an end in 2015. The businesses continued using the assets and making payments between 2016 and 2019, but when the claimed deductions were challenged, the taxpayers could not establish that new contracts had been formed requiring payment of the service fees.
| Issue | What the Court found | Practical lesson |
| Expired agreements | Earlier written agreements ended in 2015 | Don’t assume an old agreement simply carries on |
| Contract by conduct | Mutual assent was not objectively demonstrated | Conduct needs to show agreement on identifiable terms |
| Common directors | Their personal understanding was insufficient | Related companies remain separate legal entities |
| Accounting records | Entries did not establish the alleged contractual liability | Accounts should record the deal, not become the deal |
| Service fees | Liability for the claimed amounts was not established | A deduction needs evidence of the underlying obligation |
Paperwork doesn’t need to be elaborate. The agreement does need to exist.
The Court approached the alleged contracts objectively. Where parties say an agreement arose through conduct rather than a signed document, there must still be some outward manifestation that they agreed to identifiable terms. A director privately understanding what several companies were meant to be doing does not necessarily establish an agreement between those companies, even when that director controls them all.
The accounting records did not fill the gap. The Full Court considered both the entries and the payments made between the entities, but they did not sufficiently establish the contractual liability being asserted. The pattern of payments also failed to demonstrate convincingly that there was an existing obligation to pay a fair and reasonable annual fee.
It is equally important not to stretch S.N.A Group into a rule it never created. The decision does not mean every unwritten contract in Australia is invalid. Subject to any statutory formalities that apply, contracts can sometimes be oral or inferred from conduct. Nor did the Court declare that every related-party arrangement must be signed before money changes hands.
The problem was evidence. These taxpayers needed to establish particular contractual liabilities to support substantial deductions, and the evidence did not prove those liabilities.
That distinction carries a useful message into property transactions. Common ownership should never become a substitute for knowing exactly what each entity is doing. If money or property is moving around a family or corporate group, sensible questions include: • Which entity owns the land? • Who is providing the money? • Is the payment a loan, contribution, distribution or something else? • Are repayment and interest terms intended? • Is security involved? • Do the accounting records reflect the legal arrangement? • Could duty, tax, land tax or registration consequences follow?
The lesson from S.N.A Group isn’t “no written contract, no rights”. It is more practical than that: when the legal character of a related-party arrangement matters, you need evidence capable of showing what the arrangement actually was.
Flash Conveyancing Advice
When property is being bought, sold or transferred between related people or entities, don’t let familiarity replace clarity. Identify the correct parties, document what the transaction is meant to achieve and make sure the contract, funding arrangements, accounting treatment and intended title position make sense together. Where loans, trusts, taxation or security interests are involved, obtain the appropriate specialist advice before committing to the deal.
Flash Conveyancing, led by Julian & Renee, specialises in property transactions throughout NSW. Related-party conveyancing can appear unusually straightforward. The buyer knows the seller, the companies may share directors, or the people behind both sides may belong to the same family. There may barely seem to be anything to negotiate.
Ironically, that familiarity can make important details easier to overlook.
A property transfer between family members, companies or trustees can involve more than signing a Contract for Sale. The correct legal purchaser and vendor need to be identified, title interests checked and any relevant duty, tax, trust or finance questions considered with the appropriate advisers.
That is where S.N.A Group provides a useful parallel. The Full Court was deciding a tax dispute over service fees, not a conveyancing case. But the documentary lesson travels well: an accounting entry made later is a poor substitute for clearly establishing a legal relationship when the transaction occurs.
Flash Conveyancing can assist with the conveyancing side of property purchases and transfers. Where an arrangement extends into sophisticated related-party lending, tax restructuring, SMSFs, trusts or security interests, appropriately qualified tax and legal specialists may also need to be involved.
Julian and Renee personally oversee files as part of Flash Conveyancing‘s boutique, human-led service. According to the practice’s own procedures, settlement payment directions are directly voice-verified, while confidential client information is supported by offline local-storage measures.
Flash Conveyancing assists clients across Sydney, Newcastle and Wollongong, as well as Blacktown, Hawkesbury, the Blue Mountains, The Hills, Hornsby and Parramatta. The practice also services Acacia Gardens, Angus, Arndell Park, Blacktown, Colebee, Glendenning, Glenwood, Grantham Farm, Kellyville Ridge, Kings Langley, Marsden Park, Melonba, Oakhurst, Parklea, Quakers Hill, Riverstone, Schofields, Seven Hills, Stanhope Gardens, Tallawong, The Ponds, Baulkham Hills, Beaumont Hills, Bella Vista, Castle Hill, Kellyville, Kenthurst, North Rocks, Northmead, Rouse Hill, Vineyard, Windsor, Annangrove, Box Hill, Cattai, Dural, Gables, Galston, Glenhaven, Glenorie, Maraylya, Middle Dural, Nelson, North Kellyville, Norwest and Winston Hills.
