1(1)Paragraphs 2 and 3 apply if the following two conditions are satisfied.
(2)The first condition is that—
(a)provision is made by a transfer scheme for the transfer to a transferee of a specified part of a transferor’s undertaking, or
(b)provision is made by a transfer scheme (or transfer schemes) for the transfer to different transferees of different specified parts of a transferor’s undertaking.
(3)The second condition is that any property, right or liability falls partly in one part of the undertaking and partly in another or others; and the parts of the undertaking are—
(a)the part (or each part) transferred, and
(b)if a part is retained by the transferor, that part.
(4)In paragraphs 2 and 3 references to the parties are to—
(a)the transferee or transferees concerned, and
(b)the transferor (if he retains part of the undertaking).
(5)Paragraphs 2 and 3 do not apply to rights or liabilities under a contract of employment.
2(1)If the nature of the property, right or liability permits, it must be apportioned in appropriate proportions between the parties; and each appropriate part must be taken to have been transferred to a transferee or retained by the transferor.
(2)If an estate or interest in land is to be apportioned under sub-paragraph (1)—
(a)any rent payable under a lease in respect of the estate or interest, and
(b)any rent charged on the estate or interest,
must be apportioned so that an appropriate part of the rent is payable in respect of (or charged on) the appropriate part of the estate or interest.
(3)Sub-paragraph (2) applies, with any necessary modifications, in relation to any feuduty payable in respect of an estate or interest in land in Scotland as it applies in relation to any rent charged on an estate or interest in land.
3(1)If the nature of the property, right or liability does not permit it to be apportioned as mentioned in paragraph 2(1), it must be taken to have been transferred to a transferee or retained by the transferor in accordance with the tests in sub-paragraphs (2) and (3).
(2)In the case of an estate or interest in land the test is—
(a)which one of the parties has the greater (or greatest) need of the estate or interest for business purposes, or
(b)if it is not possible to say that one of them has the greater (or greatest) need, which one of them is likely to make more (or the most) use of the land.
(3)In the case of any other property or any right or liability, the test is which one of the parties is likely—
(a)to make more (or the most) use of the property, or
(b)to be more (or the most) affected by the right or liability.
(4)The tests in sub-paragraphs (2) and (3) must be applied at—
(a)the time when the transfer scheme comes into force (or schemes come into force), or
(b)if there are two or more schemes and they come into force at different times, the later or latest of the times.
(5)The preceding provisions of this paragraph apply subject to any arrangements made by the parties as to the protection of the interests of any of them.