Former England captain's IR35 battle with HMRC ends in a score draw

In Bryan Robson Ltd v HMRC [2025] TC09408, the First-tier Tribunal (FTT) held that income received by former Manchester United and England captain Bryan Robson, in respect of his ambassadorial role for Manchester United Football Club (MUFC), was within the scope of the intermediaries legislation, but payments made for the exploitation of his image rights were not.

Background

Bryan Robson is a former professional footballer and manager, perhaps best known for captaining both Manchester United and the England national team during the 1980s and early 1990s.

Following his retirement, Mr Robson acted as an ambassador for MUFC under a series of agreements entered into both personally and (from late 2019) through his personal service company, Bryan Robson Ltd (BRL).

The contract provided for an annual fee of £300,000, of which £150,000 was attributed to ambassadorial duties. The remainder was not formally broken down between services and image rights, and no valuation exercise had been carried out. HMRC sought to treat the full amount as consideration for personal services, while BRL contended that a significant proportion related to the club’s commercial use of Mr Robson’s image. 

HMRC issued:

1. determinations to income tax under Regulation 80 of The Income Tax (Pay As You Earn) Regulations 2003, for the tax years 2015/16, 2017/18, 2018/19, 2019/20 and 2020,21 (the Reg 80 Determinations); and
2. decisions under section 8 of the Social Security Contributions (Transfer of Functions etc) Act 1999, in respect of class 1 NICs for tax years 2015/16 to 2020/21, inclusive (the NICs Decisions). 

The Reg 80 Determinations and the NICs Decisions were made by HMRC on the basis that income tax and NICs should have been payable pursuant to the intermediaries legislation contained in Chapter 8, Part 2, Income Tax (Earnings and Pensions) Act 2003 (IR35), in respect of the monies paid to BRL pursuant to the ambassadorial agreements.

HMRC accepted that IR35 could not apply to earlier agreements entered into by Mr Robson personally, as there was no intermediary in place at that time. 

The Reg 80 Determinations and the NICs Decisions were appealed to the FTT.

FTT's decision

The two issues for the FTT to determine were:

1. whether, from December 2019 onwards, the nature of the work was such that the hypothetical contract between Mr Robson and MUFC would have been one of employment; and
2. whether the consideration for the exploitation of Mr Robson’s image rights was not attributable to personal service, and therefore outside the scope of IR35.

Issue 1

The FTT found in favour of HMRC on the first issue. 

In considering whether the hypothetical contract amounted to employment, the FTT applied the established test formulated in Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance [1968] 2 QB 497, looking at mutuality of obligations, control, and other factors indicative of employment.

Mr Robson was contractually required to personally perform ambassadorial duties for at least 35 days in each six-month period, for a fixed fee of £150,000. That fee remained payable even if no work was provided, demonstrating strong mutuality of obligations. Although he had some flexibility over when he performed the work, he could not defer it indefinitely or refuse assignments altogether.

The FTT also found that MUFC exercised sufficient control, including dictating the types of events Mr Robson would attend and requiring him to wear branded clothing. The FTT noted that this degree of control, while not especially hands-on, was enough to meet the relevant legal threshold.

Additional employment-like features included the indefinite nature of the engagement, the lack of financial risk on Mr Robson’s part, and his close integration into the club’s brand. While some features, such as the flexibility around scheduling and the absence of exclusivity, pointed to self-employment, in the view of the FTT, these were outweighed by the broader context.

On this basis, the FTT concluded that the hypothetical contract was one of employment, and that IR35 applied to payments for the ambassadorial services provided by Mr Robson. This aspect of BRL's appeal was therefore dismissed by the FTT.

Issue 2

The FTT found in favour of BRL on the second issue.

The contract between BRL and MUFC included a distinct provision for the club’s exploitation of Mr Robson’s image rights. The FTT accepted that these rights had genuine commercial value and were not simply a mechanism for funnelling additional remuneration to Mr Robson for the services he provided.

Critically, the FTT held that the image rights payments were not made in respect of services personally performed by Mr Robson. They were instead, consideration for a separate and assignable intellectual property right, namely, his image. MUFC had a genuine commercial interest in using Mr Robson's image and had in fact done so in practice.

Accordingly, the FTT held that such payments were not caught by the IR35 legislation. That element of the appeal was therefore allowed.

The FTT left the parties to resolve the question of apportionment between ambassadorial fees and image rights. No valuation had been carried out, and the relevant agreements did not specify how payments were to be split.

Comment

This case adds to the growing body of IR35 case law, which has seen a sharp increase in disputes in recent years over whether individuals working through intermediaries, such as personal service companies, should be treated as employees for tax purposes. The key issue in these cases is whether the working arrangement has the characteristics of employment, even if the individual is technically engaged through a company. In short, it revolves around whether the individual would be considered an employee if they were directly engaged by the client, rather than through the intermediary and the answer to that question very much depends on the facts of the case under consideration.

This decision represents a classic case of “a game of two halves.” HMRC succeeded in arguing that the ambassadorial work was subject to IR35, a reminder that even high-profile, non-executive roles, can fall within the scope of the legislation where mutual obligations and sufficient control are present.

However, BRL scored an equaliser by successfully arguing that the image rights payments were not caught by IR35. The FTT’s endorsement of this distinction provides some reassurance for other professional sports people and entertainers with similar arrangements in place, provided the image rights are genuinely commercial and not simply a disguise for employment income.

The decision can be viewed here.