Bryan Robson vs HMRC: Understanding the IR35 Case

Article By: Jacob Thorne | Published on: 31 January 2025

Bryan Robson, a former Manchester United and England football captain, has found himself in the spotlight once again—this time off the pitch. Acting through his personal service company (PSC), Bryan Robson Limited (“BRL”), he provided ambassadorial services to Manchester United Football Club (“MUFC”). HMRC challenged his employment status under the IR35 legislation, arguing that, for certain years, he was essentially a “disguised employee.” After a long-running dispute, the First-Tier Tax Tribunal (“FTT”) issued a decision that both clarified aspects of IR35 and illustrated just how intricate these cases can be.

Background to the Dispute

  • Role & Payment: From around 2008, Robson served as a Global Ambassador for MUFC. By the years in question (2015/16 to 2020/21), he was contracted (at times personally, and from December 2019 via BRL) to provide a minimum of 35 personal appearances annually in exchange for £300,000 per year (effectively £150,000 every six months).
  • Multiple Contracts: Until December 2019, contracts were held directly between MUFC and Robson in a personal capacity. In late 2019, the arrangement shifted so that Robson’s PSC, Bryan Robson Limited, became the contracting party. This change became crucial in determining whether IR35 could apply.
  • IR35 Legislation: IR35 is designed to ensure that anyone effectively working as an employee—despite using a PSC—pays broadly the same tax and National Insurance (“NI”) as a direct employee.

HMRC’s Position

HMRC argued that Robson’s working relationship with MUFC was akin to employment. It contended that from December 2019 onwards, Robson was a “deemed employee,” and that the payments made during this period should therefore be subject to PAYE and NI. Factors cited by HMRC included:

  1. High Financial Dependency: MUFC’s payments represented between 87% and 94% of Robson’s total income in the later years.
  2. Control: MUFC directed what, where, and when Robson’s appearances took place.
  3. Personal Service: Owing to his unique status as a footballing icon, Robson could not substitute another person in his stead.
  4. Obligation: Both MUFC and Robson had obligations to each other—Robson had to fulfil a minimum number of appearances, while MUFC was committed to paying a fixed amount.

The Tribunal Decision

  1. Earlier Years (2015–December 2019)
    • HMRC’s Concession: Before the hearing, HMRC effectively conceded that IR35 did not apply from 2015 to December 2019, because the PSC (BRL) was not a party to these earlier agreements. Without the PSC’s involvement, the IR35 rules could not be engaged.
    • Outcome: As a result, Robson did not face additional tax or NI for these years under IR35.
  2. Later Period (December 2019–April 2021)
    • Inside IR35: For about 16 months from December 2019 to April 2021, the FTT found Robson to be within IR35. The Tribunal judged that a notional (“hypothetical”) contract between MUFC and Robson reflected employment-like conditions:
      • Control: MUFC had the right to dictate what the ambassadorial engagements entailed, including dates, venues, and some elements of how Robson fulfilled his duties.
      • Personal Service: Robson’s star power meant substitution was impossible in practice.
      • Mutuality of Obligation: MUFC was obliged to provide and pay for a minimum number of appearances, while Robson was obliged to perform them.
  3. Image Rights Carve-Out: Significantly, the Tribunal found that portions of Robson’s earnings attributed specifically to “image rights” fell outside IR35. This meant only the fees for ambassadorial services in the disputed period were treated as employment income.
  4. Practical Outcome
    • Tax Due: The FTT did not specify an exact figure but directed HMRC and Robson to agree on the final amounts for NIC and PAYE—excluding the ringfenced income for image rights.
    • Potential Tax Bill: While the total liability remains to be finalised, the fact that only part of the 2019/20 and 2020/21 income was deemed employment income means the eventual bill could be materially less than if the entirety of the period in question had been "inside IR35".

Key Takeaways for Contractors

  1. IR35 Depends on Facts & Contracts
    • IR35 status is assessed on the actual working arrangement and the written contract. In Robson’s case, the Tribunal heavily scrutinised the terms of the ambassador agreement and how it operated in practice.
  2. Control & Mutuality of Obligation Are Paramount
    • Where a client exerts significant control—setting schedules, requirements, and minimum obligations—and the contractor is obliged to accept them, it closely mirrors an employer-employee relationship.
  3. Financial Dependency & Substitution
    • High reliance on a single client, and the infeasibility of substituting a different worker, are significant “employment” pointers under IR35.
  4. Continuous Review
    • The Tribunal highlighted that circumstances changed over time. Periodic reviews of contractual terms and working practices are vital to ensure engagements remain (or genuinely become) outside IR35 when appropriate.
  5. Be Thorough with Contracts
    • Had Robson’s contracts been more closely aligned with his actual ways of working—and had they more clearly limited MUFC’s right of control—he may have strengthened his case. Precise drafting that accurately reflects reality is critical.

Broader Context

  • IR35 Enforcement: High-profile personalities, from presenters like Gary Lineker to sports commentators such as Stuart Barnes, have faced IR35 disputes. The Robson decision underscores that no one—celebrity or otherwise—is immune from HMRC scrutiny if it believes a working relationship is akin to employment.
  • Cost of Compliance: IR35 investigations are often lengthy and expensive for all parties. Robson’s case exemplifies how the tax uncertainty can last years—he effectively spent close to a decade awaiting a final answer on his liabilities.
  • Net Gains & HMRC Costs: Observers note that the costs of investigation might exceed any additional tax eventually recouped. Nonetheless, HMRC continues to pursue such cases to enforce compliance.

Conclusion

Bryan Robson’s IR35 dispute serves as another reminder that engagements must be accurately set out in contracts and reflected in practice to avoid falling within IR35. While he succeeded in keeping earlier years outside scope, the 16-month period from December 2019 to April 2021 was deemed employment income (except for specific image rights payments). Contractors, end-clients, and recruiters should learn from this case and ensure they carefully draft and maintain documentation that supports genuine self-employment, if that is indeed the commercial reality.

Disclaimer

This article is for general information purposes only and does not constitute tax, legal, or professional advice. The subject matter should not be relied upon or acted upon without independent professional advice tailored to your specific situation. No responsibility for any loss occasioned by acting or refraining from action as a result of the material in this publication can be accepted by the author or publisher.