The Supreme Court considered whether part-time football referees engaged by PGMOL for individual matches were employees. It held that the irreducible minimum of mutuality of obligation and control necessary for employment contracts was satisfied, dismissing PGMOL's appeal and remitting the case for a full assessment of employment status.
Background
Professional Game Match Officials Limited (PGMOL) provides referees and match officials for major English football competitions including the Premier League, FA Cup, and English Football League. PGMOL maintained two categories of Level 1 referees: a ‘Select Group’ of full-time referees (acknowledged employees) and a ‘National Group’ of part-time referees who officiated in their spare time alongside other employment. The dispute concerned the employment status of the National Group referees for income tax (PAYE) and National Insurance contribution purposes during tax years 2014-15 and 2015-16.
Match appointments were offered to National Group referees via the Match Official Administration System (MOAS), typically on the Monday preceding a weekend match. Referees could refuse appointments, and having accepted, could still withdraw before arriving at the ground on match day without sanction. PGMOL could similarly cancel appointments. The First-tier Tribunal (FTT) found that each accepted appointment created an individual contract, and that a separate season-long ‘overarching contract’ also existed between PGMOL and the referees — though it was common ground that the overarching contract was not itself a contract of employment.
The FTT held that neither the overarching nor the individual match contracts were contracts of employment, finding insufficient mutuality of obligation (because either party could cancel without penalty before the referee arrived at the ground) and insufficient control by PGMOL over the referees. The Upper Tribunal (UT) upheld the mutuality finding but disagreed on control, identifying errors of principle by the FTT. The Court of Appeal allowed HMRC’s appeal on mutuality of obligation under the individual contracts, rejected PGMOL’s case on control, and remitted the matter to the FTT. PGMOL appealed to the Supreme Court on both issues.
The Issue(s)
Two principal issues arose before the Supreme Court:
1. Mutuality of obligation
Whether the individual match contracts between PGMOL and National Group referees contained sufficient mutuality of obligation — being the exchange of personal service for remuneration — to satisfy the first essential pre-condition of a contract of employment, notwithstanding the right of either party to cancel the appointment without penalty before the referee arrived at the ground.
2. Control
Whether PGMOL exercised a sufficient degree of control over National Group referees under the individual match contracts to satisfy the second essential pre-condition of a contract of employment, given that PGMOL could not intervene in a referee’s decision-making during a match and that sanctions could generally only be imposed after an engagement ended.
The Court’s Reasoning
General approach to employment status
Lord Richards, giving the sole judgment with which all other Justices agreed, began by surveying the established legal framework for determining employment status, rooted in Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance [1968] 2 QB 497 (RMC). He identified MacKenna J’s three conditions: (i) the servant provides personal work and skill in consideration of remuneration; (ii) the servant is subject to the other’s control in a sufficient degree; and (iii) the other provisions of the contract are consistent with employment.
Lord Richards emphasised two critical contextual points. First, there has been an undue tendency to treat mutuality of obligation and control as largely determinative, marginalising other contractual terms and surrounding circumstances. He endorsed the need to assess:
the cumulative effect of the totality of the provisions [of the contract] and all the circumstances of the relationship created by it
as stated in White v Troutbeck SA [2013] EWCA Civ 1171. Second, once the pre-conditions of mutuality and control are met, the extent of each remains a relevant factor in the overall determination — they do not simply drop out of the picture.
Mutuality of obligation
PGMOL argued that mutuality required not merely payment for personal work but also an obligation on the engager to provide work (or pay in lieu) and an obligation on the person engaged to perform it, subsisting for at least some period before the work itself was provided. They relied upon Nethermere (St Neots) Ltd v Gardiner [1984] ICR 612, Carmichael v National Power plc [1999] 1 WLR 2042, and Clark v Oxfordshire Health Authority [1998] IRLR 125.
Lord Richards held that these authorities were distinguishable because they all concerned overriding or umbrella contracts, where it was necessary to show continuing employment in the gaps between individual assignments. He noted:
None of these authorities establishes that, where there is a single engagement (such as officiating at a particular match), there must be mutual obligations in existence before the engagement commences
Drawing on McMeechan v Secretary of State for Employment [1997] ICR 549 and Cornwall County Council v Prater [2006] ICR 731, Lord Richards confirmed that a contract of employment may subsist only during the period while the putative employee is actually working. He cited Lord Leggatt in Uber BV v Aslam [2021] ICR 657 at para 91:
it is well established and not disputed by Uber that the fact that an individual is entirely free to work or not, and owes no contractual obligation to the person for whom the work is performed when not working, does not preclude a finding that the individual is a worker, or indeed an employee, at the times when he or she is working
As to PGMOL’s argument that the right of either party to cancel without penalty negated mutuality, Lord Richards held:
it does not follow from the right of either party to cancel the engagement without penalty that, while the contract remained in being, the parties were not under mutual obligations to each other. On the contrary, those mutual obligations existed from the time of acceptance of the match, unless the engagement was terminated.
He concluded that the right to terminate was irrelevant at the first stage of determining whether mutuality existed, though the nature and extent of mutual obligations were relevant at the third stage of overall assessment.
Control
The FTT had placed decisive weight on PGMOL’s inability to intervene in the referee’s performance during a match, concluding there was insufficient control. Lord Richards held that this was an error of principle. He emphasised that the test, derived from MacKenna J in RMC and from Zuijs v Wirth Brothers Pty Ltd (1955) 93 CLR 561, requires only control ‘in a sufficient degree’ and that:
What matters is lawful authority to command so far as there is scope for it. And there must always be some room for it, if only in incidental or collateral matters.
He observed that the institutional independence of referees during a match was equally true of the Select Group, who were acknowledged employees. Many other professionals — surgeons, ship’s masters, research scientists — enjoy similar operational independence without that negating employment status. Lord Richards stated:
It is not necessary that an employer should have a contractual right to intervene in every aspect of the performance by an employee of his or her duties.
The UT had correctly identified that sanctions imposed after an engagement ended (such as withholding future match appointments, suspending or removing referees from the National Group list, and reducing merit payments) were effective means of control over the referees’ performance during engagements. The Court of Appeal was also right that the assessment and coaching systems were plainly capable of being relevant to control. Lord Richards endorsed the UT’s reasoning at paras 137-138 that:
Provided that the right to give directions relates to the performance of the employee’s obligations during the subsistence of the contract, it is not to be disregarded because there is no ability to step in and give directions during the performance of the obligations (where the nature of the obligations precludes it) or because the sanctions for breach of those obligations could only be imposed once the contract has ended.
He also drew upon Uber to demonstrate that sufficient control consistent with employment may take many forms and is not confined to direct instructions during work.
Practical Significance
This decision is of considerable importance in the law of employment status. The Supreme Court has authoritatively confirmed that:
- A contract of employment may exist covering only the period while work is actually being performed — no prior subsisting obligations are necessary to satisfy the mutuality of obligation requirement for single engagements.
- The right of either party to cancel an engagement without penalty does not negate mutuality of obligation while the contract remains in force.
- The control test does not require the employer to have the ability or right to intervene in every aspect of work performance. Where the nature of the work precludes intervention (as with referees during matches, surgeons during operations, or conductors during performances), control may be established through contractual obligations as to conduct, assessment systems, and post-engagement sanctions.
- Mutuality and control are necessary but not sufficient conditions; the overall assessment must take account of all contractual terms and surrounding circumstances.
The case was remitted to the FTT to determine, applying the guidance provided, whether the individual match contracts were contracts of employment on an overall assessment — a question which remains open notwithstanding the Supreme Court’s findings on the two pre-conditions. The decision has significant implications for the gig economy and casual work arrangements, reinforcing that intermittent, short-duration engagements can in principle constitute employment.
Verdict: The Supreme Court unanimously dismissed PGMOL’s appeal on both the mutuality of obligation and control issues, holding that the irreducible minimum of both requirements necessary for a contract of employment was satisfied in relation to the individual match contracts between PGMOL and the National Group referees. The case was remitted to the First-tier Tribunal to determine, on the basis of its original findings of fact and the guidance given by the Supreme Court and Court of Appeal, whether the individual match contracts were contracts of employment when assessed in the round, taking into account all relevant contractual terms and surrounding circumstances.
Updated 24 March 2026
This article accurately summarises the Supreme Court’s judgment in HMRC v Professional Game Match Officials Ltd [2024] UKSC 29. The legal principles described — concerning mutuality of obligation, the control test, and the overall assessment of employment status — are correctly stated and remain current law.
One development worth noting: following the Supreme Court’s remittal, the question of whether the individual match contracts were contracts of employment on an overall assessment remained to be determined by the First-tier Tribunal. Readers should be aware that this further FTT hearing was still pending as of the time of writing and may now have been listed or decided. The outcome of that remitted hearing will be the final word on the employment status of the National Group referees for the relevant tax years, and readers with a close professional interest in this area should check whether a further FTT decision has since been issued.
The article’s treatment of the broader significance for gig economy and casual workers is sound. The Supreme Court’s clarifications on mutuality and control continue to represent the leading authoritative statement of those requirements in English law.
