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The essential issues to be disentangled from the problem scenario relate to breach of contract and the remedies available for such breach.
There seems to be no doubt that there is a contractual agreement between Arti and Bee Ltd. Normally breach of a contract occurs where one of the parties to the agreement fails to comply, either completely or satisfactorily, with their obligations under it. However, such a definition does not appear to apply in this case as the time has not yet come when Arti has to produce the text. He has merely indicated that he has no intention of doing so. This is an example of the operation of the doctrine of anticipatory breach.
This arises precisely where one party, prior to the actual due date of performance, demonstrates an intention not to perform. their contractual obligations. The intention not to fulfil the contract can be either express or implied.
Express anticipatory breach occurs where a party actually states that they will not perform. their contractual obligations (Hochster v De La Tour (1853)). Implied anticipatory breach occurs where a party carries out some act which makes performance impossible
Omnium Enterprises v Sutherland (1919)).
When anticipatory breach takes place the innocent party can sue for damages immediately on receipt of the notification of the other party’s intention to repudiate the contract, without waiting for the actual contractual date of performance as in Hochster v De La Tour. Alternatively, they can wait until the actual time for performance before taking action. In the latter instance, they are entitled to make preparations for performance, and claim the agreed contract price (White and Carter (Councils) v McGregor (1961)).
It would appear that Arti’s action is clearly an instance of express anticipatory breach and that Bee Ltd has the right either to accept the repudiation immediately or affirm the contract and take action against Arti at the time for performance (Vitol SA v Norelf Ltd (1996)). In any event Arti is bound to complete his contractual promise or suffer the consequences of his breach of contract.
Remedies for breach of contract

(i) Specific performance It will sometimes suit a party to break their contractual obligations, even if they have to pay damages. In such circumstances the court can make an order for specific performance to require the party in breach to complete their part of the contract. However, as specific performance is not available in respect of contracts of employment or personal service Arti cannot be legally required to write the book for Bee Ltd (Ryan v Mutual Tontine Westminster Chambers Association (1893)). This means that the only remedy against Arti lies in the award of damages.
(ii) Damages A breach of contract will result in the innocent party being able to sue for damages.
Bee Ltd, therefore, can sue Bob for damages, but the important issue relates to the extent of such damages.
The estimation of what damages are to be paid by a party in breach of contract can be divided into two parts: remoteness and measure.
Remoteness of damage
The rule in Hadley v Baxendale (1845) states that damages will only be awarded in respect of losses which arise naturally, or which both parties may reasonably be supposed to have contemplated when the contract was made, as a probable result of its breach.

The effect of the first part of the rule in Hadley v Baxendale is that the party in breach is deemed to expect the normal consequences of the breach, whether they actually expected them or not. Under the second part of the rule, however, the party in breach can only be held liable for abnormal consequences where they have actual knowledge that the abnormal consequences might follow (Victoria Laundry Ltd v Newham Industries Ltd (1949)).

Measure of damages
Damages in contract are intended to compensate an injured party for any financial loss sustained as a consequence of another party’s breach. The object is not to punish the party in breach, so the amount of damages awarded can never be greater than the actual loss suffered. The aim is to put the injured party in the same position they would have been in had the contract been properly performed. In order to achieve this end the claimant is placed under a duty to mitigate losses. This means that the injured party has to take all reasonable steps to minimise their loss (Payzu v Saunders (1919)). Although such a duty did not appear to apply in relation to anticipatory breach as decided in White and Carter (Councils) v McGregor (1961)(above).
Applying these rules to the fact situation in the problem it is evident that as Arti has effected an anticipatory breach of his contract with Bee Ltd he will be liable to them for damages suffered as a consequence, if indeed they suffer damage as a result of his breach. As Bee Ltd will be under a duty to mitigate their losses, they will have to commit their best endeavours to find someone else to produce the required text on time. If they can do so at no further cost then they would suffer no loss, but any additional costs in producing the text will have to be borne by Arti.
However, if Bee Ltd is unable to produce the required text on time the situation becomes more complicated.
(i) As regards the profits from the contract to supply the accountancy body with all its text, the issue would be as to whether this was normal profit or amounted to an unexpected gain, as it was not part of Bee Ltd’s normal market when the contract was signed. If Victoria Laundry Ltd v Newham Industries Ltd were to be applied it is unlikely that Bee Ltd would be able to claim that loss of profit from Arti. However, it is equally plausible that the contract was an ordinary commercial one and that Arti would have to recompense Bee Ltd for any losses suffered from its failure to complete contractual performance.
(ii) As for the extensive preliminary expenses Arti would certainly be liable for them, as long as they were in the ordinary course of Bee Ltd’s business and were not excessive (Anglia Television v Reed (1972)).

(a) Deferred taxation

A deferred tax asset should be recognised for deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profi t will be available against which the deductible temporary differences can be utilised. The recognition of deferred tax assets on losses carried forward does not seem to be in accordance with IAS 12 Income Taxes. Cate is not able to provide convincing evidence that suffi cient taxable profi ts will be generated against which the unused tax losses can be offset. According to IAS 12 the existence of unused tax losses is strong evidence that future taxable profi t may not be available against which to offset the losses. Therefore when an entity has a history of recent losses, the entity recognises deferred tax assets arising from unused tax losses only to the extent that the entity has suffi cient taxable temporary differences or there is convincing other evidence that suffi cient taxable profi t will be available. As Cate has a history of recent losses and as it does not have suffi cient taxable temporary differences, Cate needs to provide convincing other evidence that suffi cient taxable profi t would be available against which the unused tax losses could be offset. The unused tax losses in question did not result from identifi able causes, which were unlikely to recur (IAS 12) as the losses are due to ordinary business activities. Additionally there are no tax planning opportunities available to Cate that would create taxable profi t in the period in which the unused tax losses could be offset (IAS 12).

Thus at 31 May 2010 it is unlikely that the entity would generate taxable profi ts before the unused tax losses expired. The improved performance in 2010 would not be indicative of future good performance as Cate would have suffered a net loss before tax had it not been for the non-operating gains.

Cate’s anticipation of improved future trading could not alone be regarded as meeting the requirement for strong evidence of future profi ts. When assessing the use of carry-forward tax losses, weight should be given to revenues from existing orders or confi rmed contracts rather than those that are merely expected from improved trading. Estimates of future taxable profi ts can rarely be objectively verifi ed. Thus the recognition of deferred tax assets on losses carried forward is not in accordance with IAS 12 as Cate is not able to provide convincing evidence that suffi cient taxable profi ts would be generated against which the unused tax losses could be offset.

(b) Investment

Cate’s position for an investment where the investor has signifi cant infl uence and its method of calculating fair value can be challenged.

An asset’s recoverable amount represents its greatest value to the business in terms of its cash fl ows that it can generate i.e. the higher of fair value less costs to sell (which is what the asset can be sold for less direct selling expenses) and value in use (the cash fl ows that are expected to be generated from its continued use including those from its ultimate disposal). The asset’s recoverable amount is compared with its carrying value to indicate any impairment. Both net selling price (NSP) and value in use can be diffi cult to determine. However it is not always necessary to calculate both measures, as if the NSP or value in use is greater than the carrying amount, there is no need to estimate the other amount.

It should be possible in this case to calculate a fi gure for the recoverable amount. Cate’s view that market price cannot refl ect the fair value of signifi cant holdings of equity such as an investment in an associate is incorrect as IAS 36 prescribes the method of conducting the impairment test in such circumstances by stating that if there is no binding sale agreement but an asset is traded in an active market, fair value less costs to sell is the asset’s market price less the costs of disposal. Further, the appropriate market price is usually the current bid price.

Additionally the compliance with IAS 28, Investments in associates is in doubt in terms of the non-applicability of value in use when considering impairment. IAS 28 explains that in determining the value in use of the investments, an entity estimates:

(i) its share of the present value of the estimated future cash fl ows expected to be generated by the associate, including the cash fl ows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
(ii) the present value of the estimated future cash fl ows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Estimates of future cash fl ows should be produced. These cash fl ows are then discounted to present value hence giving value in use.

It seems as though Cate wishes to avoid an impairment charge on the investment.

(c) Disposal group ‘held for sale’

IAS 27 Revised Consolidated and Separate Financial Statements moved IFRS to the use of the economic entity model. The economic entity approach treats all providers of equity capital as shareholders of the entity, even when they are not shareholders in the parent company. IFRS 5 has been amended such that if there is an intention to dispose of a controlling interest in a subsidiary which meets the defi nition of ‘held for sale’, then the net assets are classifi ed as ‘held for sale’, irrespective of whether the parent was expected to retain an interest after the disposal. A partial disposal of an interest in a subsidiary in which the parent company loses control but retains an interest as an associate or trade investment creates the recognition of a gain or loss on the entire interest. A gain or loss is recognised on the part that has been disposed of and a further holding gain or loss is recognised on the interest retained, being the difference between the fair value of the interest and the book value of the interest. The gains are recognised in the statement of comprehensive income. Any prior gains or loss recognised in other components of equity would now become realised in the statement of comprehensive income.

In this case, Cate should stop consolidating Date on a line-by-line basis from the date that control was lost. Further investigation is required into whether the holding is treated as an associate or trade investment. The agreement that Cate is no longer represented on the board or able to participate in management would suggest loss of signifi cant infl uence despite the 35% of voting rights retained. The retained interest would be recognised at fair value.

An entity classifi es a disposal group as held for sale if its carrying amount will be recovered mainly through selling the asset rather than through usage and intends to dispose of it in a single transaction.

The conditions for a non-current asset or disposal group to be classifi ed as held for sale are as follows:

(i) The assets must be available for immediate sale in their present condition and its sale must be highly probable.
(ii) The asset must be currently marketed actively at a price that is reasonable in relational to its current fair value.
(iii) The sale should be completed or expected to be so, within a year from the date of the classifi cation.
(iv) The actions required to complete the planned sale will have been made and it is unlikely that the plan will be signifi cantly changed or withdrawn.
(v) management is committed to a plan to sell.

Cate has not met all of the conditions of IFRS 5 but it could be argued that the best presentation in the fi nancial statements was that set out in IFRS 5 for the following reasons.

The issue of dilution is not addressed by IFRS and the decision not to subscribe to the issue of new shares of Date is clearly a change in the strategy of Cate. Further, by deciding not to subscribe to the issue of new shares of Date, Cate agreed to the dilution and the loss of control which could be argued is similar to a decision to sell shares while retaining a continuing interest in the entity. Also Date represents a separate line of business, which is a determining factor in IFRS 5, and information disclosed on IFRS 5 principles highlights the impact of Date on Cate’s fi nancial statements. Finally, the agreement between Date’s shareholders confi rms that Cate has lost control over its former subsidiary.

Therefore, in the absence of a specifi c Standard or Interpretation applying to this situation, IAS 8 Accounting policies, changes in accounting estimates and errors states that management should use its judgment and refer to other IFRS and the Framework.

Thus considering the requirements of IAS 27 (Para 32–37) and the above discussion, it could be concluded that the presentation based on IFRS 5 principles selected by the issuer was consistent with the accounting treatment required by IAS 27 when a parent company loses control of a subsidiary.

(d) Defi ned benefi t plan

The Plan is not a defi ned contribution plan because Cate has a legal or constructive obligation to pay further contributions if the fund does not have suffi cient assets to pay all employee benefi ts relating to employee service in the current and prior periods (IAS 19 Para 7). All other post-employment benefi t plans that do not qualify as a defi ned contribution plan are, by defi nition therefore defi ned benefi t plans. Defi ned benefi t plans may be unfunded, or they may be wholly or partly funded. Also IAS 19 (Para 26) indicates that Cate’s plan is a defi ned benefi t plan as IAS 19 provides examples where an entity’s obligation is not limited to the amount that it agrees to contribute to the fund. These examples include: (a) a plan benefi t formula that is not linked solely to the amount of contributions (which is the case in this instance); and (b) those informal practices that give rise to a constructive obligation. According to the terms of the Plan, if Cate opts to terminate, Cate is responsible for discharging the liability created by the plan. IAS 19 (Para 52) says that an entity should account not only for its legal obligation under the formal terms of a defi ned benefi t plan, but also for any constructive obligation that arises from the enterprise’s informal practices. Informal practices give rise to a constructive obligation where the enterprise has no realistic alternative but to pay employee benefi ts. Even if the Plan were not considered to be a defi ned benefi t plan under IAS 19, Cate would have a constructive obligation to provide the benefi t, having a history of paying benefi ts. The practice has created a valid expectation on the part of employees that the amounts will be paid in the future. Therefore Cate should account for the Plan as a defi ned benefi t plan in accordance with IAS 19. Cate has to recognise, at a minimum, its net present liability for the benefi ts to be paid under the Plan.