Bryan Robson Limited v The Commissioners for HMRC
Decision date: 20 January 2025
Neutral citation: [2025] UKFTT 56 (TC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This appeal concerned whether payments under an Ambassador Agreement between Manchester United and Bryan Robson Limited related to licensed image rights (outside IR35) or to personal services (within IR35), and whether a hypothetical direct contract would have created employment. The tribunal found some of the fee was attributable to licensed image rights and so fell outside IR35, but the remainder, when apportioned and mapped onto the hypothetical contract, was remuneration for personal services and would have been within IR35 because the hypothetical contract amounted to a contract of employment. Quantum was reserved.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: high
Where a composite agreement mixes an image-rights licence and personal-service obligations, the agreement must be apportioned: amounts realistically attributable to distinct non-service image-rights should be excluded from IR35, but the whole agreement is relevant when constructing the hypothetical direct contract; if that hypothetical contract overall imposes obligations of personal performance and other indicia of employment, the consideration attributable to those service obligations falls within IR35.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: medium
The tribunal suggested that evidence of commercial exploitation and the practical monetary value of image rights (even without a formal valuation) can suffice to show part of consideration is for image rights, and that payments for photographs or content captured during appearances may be apportionable to image-rights exploitation. It also noted that cooperative commercial practice and force majeure responses are relevant background for Stage 2 but do not displace the contractual analysis.