Can two stamp duty refund agents charge fees if both submitted a reclaim?

Introduction

People often search for this issue after discovering that more than one adviser or claims company has been involved in the same Stamp Duty Land Tax (SDLT) refund claim. The usual concern is whether fees are still payable if HMRC has made the refund, but it is unclear which submission led to the repayment.

This can become more complicated where the client signed terms giving one adviser exclusive authority to handle the reclaim, but another adviser also submitted a claim. It may also raise concerns about duplicate claims to HMRC and whether the taxpayer needs to notify HMRC once the position is clarified.

The Question

A taxpayer instructed one SDLT reclaim adviser under terms said to include an exclusive appointment and a success fee if HMRC paid the refund directly to the taxpayer. Later, it emerged that another reclaim business had also submitted a claim for the same refund. HMRC repaid the SDLT, but there was confusion over which submission actually produced the repayment.

The taxpayer had already paid fees to the second adviser and then received an invoice from the first adviser. The issue was whether the first adviser could still pursue its fee under the contract, and what should happen where the duplicate claim appeared to be a genuine mistake rather than deliberate misconduct.

Nick’s Explanation

Nick’s explanation was that the starting point was the contract, not HMRC’s internal uncertainty about which submission triggered the repayment. In anonymised form, his position was:

“Under the signed terms, the client had agreed to appoint the firm on an exclusive basis, not to appoint another claims business without consent, and to pay the agreed service charges if the compensation was paid directly to the client by the third party.”

He also pointed out that duplicate claims are a serious matter because they can create the risk of duplicate repayment, confusion within HMRC records, and possible follow-up enquiries into the taxpayer’s affairs.

After speaking to the other adviser, Nick accepted that the situation appeared to be a genuine error. Although he considered that the original invoice could reasonably be pursued under the contractual terms, he proposed a reduced settlement amount instead of insisting on the full contractual fee. The taxpayer accepted that compromise.

The practical message from Nick’s reasoning is that fee liability in this sort of dispute usually depends first on the wording of the engagement terms, and only second on the factual question of which adviser’s submission HMRC processed.

The Law

There is no special SDLT rule saying that a taxpayer can never owe fees to an adviser unless HMRC confirms that adviser’s submission directly caused the repayment. In most cases, the dispute is governed by ordinary contract law.

The key legal questions are usually:

• whether there was a valid contract between the taxpayer and the adviser;
• what the fee clause actually said;
• whether the contract gave the adviser exclusive authority to act;
• whether the client agreed not to appoint another agent during the contract period;
• whether the fee became payable if the refund was paid directly to the client; and
• whether any consumer law issue makes the fee term unfair or unenforceable.

Where the client is acting as a consumer, the Consumer Rights Act 2015 may matter. Terms must be fair and transparent. A fee clause that is hidden, misleading, or disproportionate may be open to challenge. But where the terms are clear, prominently accepted, and linked to a defined service, they may still be enforceable.

On the tax side, SDLT repayment claims are made under the Finance Act 2003 framework. HMRC can enquire into SDLT returns and amendments, and duplicate or inconsistent claims can lead to delay, confusion, or further checks. Even if the fee dispute is contractual rather than tax-based, duplicate claims are still something to avoid.

Analysis

The issue can be analysed in stages.

First, was there a signed engagement? If the taxpayer agreed terms appointing the first adviser on an exclusive basis, that is important. An exclusivity clause may prevent the taxpayer from instructing another reclaim business for the same matter without consent.

Second, what triggered the fee? Some reclaim contracts say the fee is due only if the adviser successfully obtains the refund. Others are drafted more widely and say the fee is due if the refund is paid by HMRC during the contract period, including where it is paid directly to the client. That distinction matters.

Third, did the taxpayer breach the exclusivity clause by allowing another adviser to act? If so, the first adviser may argue that its fee remains payable, or that damages are due for breach of contract, even if HMRC cannot identify which submission caused the repayment.

Fourth, was the fee term fair and transparent? If the taxpayer is a consumer, the court would look at whether the charging structure was clearly explained. A clearly stated percentage fee is easier to enforce than a vague or confusing charging model.

Fifth, what is the effect of HMRC not being able to say whose submission succeeded? In strict legal terms, that uncertainty does not necessarily defeat the first adviser’s claim if the contract says the fee is due once compensation is paid. The adviser may still rely on the contractual wording rather than proving direct causation.

Sixth, what if the taxpayer already paid another adviser? That does not automatically cancel the first contract. It may explain why the taxpayer wants to resist a second bill, but it does not itself remove contractual liability. In practice, however, it may encourage a commercial compromise, especially where the duplication was a genuine misunderstanding.

Seventh, should HMRC be told? If there has been confusion or duplication in the claim process, it is sensible to ensure HMRC’s records are accurate. If the refund has already been made correctly and no duplicate payment has arisen, the main concern is usually to avoid further misunderstanding. The taxpayer should keep a clear written record of who acted, what was submitted, and whether any duplicate claim remains outstanding.

Outcome

The practical conclusion is that a first adviser may still have a contractual basis to charge fees even if another adviser also submitted the same SDLT reclaim and even if HMRC cannot confirm whose submission led to the repayment. The answer depends mainly on the wording of the signed terms.

In the scenario described, Nick’s view was that the first adviser could reasonably pursue the invoice under the contract, but that a reduced fee was a fair solution because the duplication appeared to be an honest mistake and the taxpayer had already paid the other adviser.

Practical Steps

If you are in this position, take these steps:

• obtain and read every signed engagement letter, terms of business, and fee agreement;
• check whether any contract gave one adviser exclusive authority to act;
• check exactly what event triggers the fee, especially whether payment by HMRC direct to you is enough;
• gather the timeline of who submitted what and when;
• keep copies of HMRC letters, repayment confirmations, and all invoices;
• ask both advisers to state clearly what work they carried out and what contractual basis they rely on for payment;
• consider whether any fee term may be unfair under the Consumer Rights Act 2015 if you were acting as a consumer;
• if there is any risk of duplicate repayment or unresolved confusion, write to HMRC with a clear factual explanation.

If the disagreement is substantial, the dispute is likely to be a contract and consumer law issue rather than a pure tax law issue, although the underlying SDLT claim still forms part of the factual background.

Conclusion

Where two advisers submit the same SDLT reclaim, the fee dispute usually turns on contract terms, especially exclusivity and success fee wording. HMRC’s inability to identify which submission produced the refund does not necessarily prevent the first adviser from claiming payment. In a genuine mistake case, a negotiated reduction may be the most practical outcome.

Legal References Used

• Finance Act 2003
• Consumer Rights Act 2015
• General principles of English contract law

This page was last updated on 22 March 2026.

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