A forensic analysis of Wincham Accountants’ conduct across two legal jurisdictions — Spain and the United Kingdom — examining whether their advice to Philip Harrison crossed the line from negligence into criminal or regulatory violation.
What Wincham did was almost certainly professionally negligent under UK law, potentially criminal under consumer protection legislation if the “16% saving” scheme was marketed to multiple clients, and exposed Philip to specific Spanish anti-avoidance laws that Wincham had a professional duty to disclose. The analysis below covers each issue in order of severity.
This is the single most important legal issue — and it is a law enacted specifically because of arrangements like the one Wincham set up for Philip.
What the law says: Spain enacted Article 108, Ley 24/1988 del Mercado de Valores as a direct anti-avoidance provision. When a company’s assets consist primarily of Spanish real estate and someone acquires the shares in that company, Spanish tax law can pierce the corporate veil and treat the share purchase as a direct property transfer — levying ITP as if the land itself had changed hands.
What actually happened: In June 2019, Philip did not buy a Spanish villa. He bought 100% of the shares in Los Romeros Limited — a UK company whose sole asset was a Spanish villa in Lanzarote. The entire commercial rationale, as Wincham explicitly stated, was to avoid paying Spanish ITP on the acquisition. This is the textbook definition of what Article 108 was enacted to prevent.
The undisclosed exposure Wincham created: AEAT had the power to retrospectively assess Philip for Canary Islands ITP of 6.5% on €185,000 = €12,025. This was a live, undisclosed liability for the entire 7 years of Philip’s ownership that Wincham never disclosed.
Non-resident companies owning non-rented Spanish property must file an annual Modelo 210 (Imputación de rentas inmobiliarias) — a notional income charge taxed at 24% for non-EU entities (including UK companies post-Brexit).
The risk: Los Romeros Limited held the property from 2011. Philip took ownership in 2019. The property was not rented. There is a strong probability that Wincham never advised on or filed these annual Spanish returns — a potential 15-year compliance gap creating unpaid AEAT debts that may survive the 2026 sale.
Why this matters right now: The Spanish notary completing the March 2026 sale should have required a certificado de no deudas con Hacienda. If debts exist that were not resolved at completion, Philip may have outstanding Spanish tax liabilities that need to be addressed immediately.
Wincham made a specific, quantified financial claim: that Philip would save approximately 16% in Spanish acquisition costs by buying the company shell. This was a statement of fact upon which Philip relied to his direct financial detriment.
The law: Under Hedley Byrne & Co Ltd v Heller & Partners Ltd [1964] AC 465 and Caparo Industries plc v Dickman [1990] UKHL 2, a professional who makes a representation they know will be relied upon owes a duty to ensure it is accurate and complete.
All four negligence elements are satisfied:
✅ Duty of Care: Established by the adviser–client relationship
✅ Breach: The “16% saving” was overstated (Canary Islands ITP is 6.5%) and exit costs were never disclosed
✅ Causation: Philip would not have used the structure “but for” Wincham’s advice
✅ Loss: Quantified at £49,392 net financial harm to Philip
Limitation: Claim must be brought within 6 years of breach or 3 years from “date of knowledge” under Limitation Act 1980, s.14A. Philip is only now discovering the true scale of harm — the 3-year clock may not yet have started.
The Consumer Protection from Unfair Trading Regulations 2008 prohibit misleading commercial practices by businesses supplying services to consumers.
Regulation 5 — Misleading Actions: A commercial practice is misleading if it contains false information that causes a consumer to take a transactional decision they would not otherwise have taken. The “save 16%” claim, if based on exaggerated figures, satisfies this test directly.
Regulation 6 — Misleading Omissions: Failing to disclose the exit tax costs — Corporation Tax top-up, MVL fees, and personal CGT on distribution — is a textbook Regulation 6 violation. This information was material and Wincham withheld it.
Regulation 9 — Criminal liability: A trader who knowingly or recklessly engages in a misleading commercial practice commits a criminal offence. If Wincham marketed this structure to multiple clients with the same “save 16%” pitch, the systematic nature supports an inference of recklessness. Maximum penalty: 2 years imprisonment and/or an unlimited fine.
HMRC’s Disclosure of Tax Avoidance Schemes (DOTAS) regime requires promoters of certain tax avoidance arrangements to notify HMRC before marketing them to clients.
The issue: The Wincham structure — using a UK company shell to hold Spanish real estate in order to avoid Spanish acquisition taxes — has the hallmarks of a marketed tax avoidance scheme. If Wincham promoted this arrangement to more than one client, they may have been required to disclose it under Finance Act 2004, Part 7.
The offence: Failure to disclose is punishable under FA 2004, s.98C with penalties of £600 per day rising to £1 million, plus potential criminal prosecution for deliberate concealment.
Wincham’s accountants were subject to the ICAEW or ACCA Codes of Ethics, imposing binding obligations of integrity, objectivity, and professional competence and due care under the IESBA International Code.
Specific failures identified:
| Violation | Type | Severity | Forum | Likely Outcome |
|---|---|---|---|---|
| “16% saving” negligent misstatement Hedley Byrne; SGSA 1982 s.13 |
Civil | High | County Court / Business & Property Courts | Recoverable damages ~£49,392+ |
| Article 108 LMV risk not disclosed Spanish anti-avoidance; duty of care breach |
Civil | High | County Court (UK) / AEAT (Spain) | Additional damages; possible AEAT assessment |
| Annual Modelo 210 compliance failure IRNR imputación de rentas; duty of care |
Civil | High | County Court (UK) / AEAT (Spain) | AEAT liabilities recoverable from Wincham |
| Consumer Protection Regs 2008 Regs 5, 6 (civil); Reg 9 (criminal if systematic) |
Regulatory / Criminal | Potentially Criminal | CMA / Trading Standards | Investigation, fine, up to 2 years imprisonment |
| DOTAS non-disclosure (if multi-client scheme) Finance Act 2004, Part 7, s.98C |
Criminal | Medium | HMRC; Tribunal; Crown Court | Penalties up to £1m; criminal prosecution |
| ICAEW / ACCA professional ethics breaches Integrity, competence, and due care principles |
Disciplinary | High | ICAEW / ACCA Professional Conduct Committee | Sanction, fine, suspension, or striking off |
Instruct a Spanish asesor fiscal to check Los Romeros Limited’s full AEAT record via the Sede Electrónica. Confirm whether annual Modelo 210s were filed and whether any debts or surcharges exist. This is the most urgent live financial risk.
Submit a formal SAR under the Data Protection Act 2018 / UK GDPR. Wincham must respond within 30 days. This produces all advice letters, emails, and engagement documents — the cornerstone of the evidence base for the claim.
Send a formal Letter of Claim complying with the Pre-Action Protocol for Professional Negligence (CPR). Gives Wincham 3 months to investigate and respond — forces their Professional Indemnity insurer to engage immediately.
Submit a formal complaints to Wincham’s professional body in parallel. Free to file. Creates an independent investigation and strengthens Philip’s civil case by producing a separate finding of substandard professional conduct.
If the SAR confirms Wincham marketed this structure to multiple clients, report the suspected DOTAS non-compliance to HMRC (0800 788 887). Confidential and free. An HMRC investigation applying independent pressure will significantly accelerate any settlement.
If Wincham’s Letter of Response is unsatisfactory, issue Claim Form N1. County Court for claims up to £100,000; Business and Property Courts for larger quantum. Fast Track applies for £10k–£25k; Multi-Track above.