If the exemption applied only to a document made for the sale of goods, the additional words "or related to" would serve no purpose. It is a settled rule of statutory interpretation that Parliament does not use words without meaning. The phrase "related to" must, therefore, encompass something that the phrase "made for" does not. The difference between the two limbs is one of directness. A document is "made for" the sale of goods where its purpose is to bring about the sale — that is, where it is itself the contract of sale. A document is "related to" the sale of goods where, although it is not itself the contract of sale, it is connected with such a sale by being supplementary or complementary to it, or by arising out of it. The words "related to" are words of broad import, deliberately chosen to extend the exemption beyond the contract of sale itself to documents connected with that sale.
The Appellant is correct in submitting that, in matters of stamp duty, the court must be concerned with the substance of the instrument rather than the label attached to it by the parties. However, that principle cuts both ways. The fact that Exhibit "A" is described as a "Loan Agreement" does not, without more, determine its legal character for the purposes of the exemption. The court must examine the substance of the transaction embodied in the documents. If the obligation restructured by the so-called loan agreement was, in truth, the unpaid purchase price of goods supplied, then the document remains one related to the sale of those goods, notwithstanding the title assigned to it.
