Mutuality of obligation after PGMOL: what the Supreme Court changed

In short: in HMRC v Professional Game Match Officials Ltd [2024] UKSC 29, the Supreme Court held that mutual obligations within a single engagement are enough to satisfy the mutuality test — there is no need for obligations to offer or accept future work. For most contractors, "no mutuality of obligation" is no longer a strong argument on its own.

What mutuality of obligation means

For a contract of employment to exist, there has to be an "irreducible minimum" of obligations on both sides: broadly, the worker must provide their work and the engager must pay for it. For years, many outside-IR35 contracts relied on clauses saying the client wasn't obliged to offer further work and the contractor wasn't obliged to accept it.

What the Supreme Court decided

The case concerned part-time football referees engaged match by match. The Supreme Court unanimously held:

• Mutuality: it is not necessary for mutual obligations to exist before or between engagements. Once a referee accepted a match, the parties were under mutual obligations while that contract lasted — and a right to cancel without penalty did not change that.
• Control: a sufficient framework of control does not require a right to give day-to-day instructions or to step in during the work. See the control test.

The case was sent back to the First-tier Tribunal to weigh up all the circumstances and decide whether the engagements were employment, applying the Court of Appeal's approach in Atholl House (2022).

What this means for your contract

1. Don't rely on "no obligation to offer work" clauses. Within a fixed-term engagement, there will almost always be obligations to work and to pay.
2. Watch for open-ended "additional services" wording. A right for the client to add tasks at will makes the engagement look like a job rather than a defined project. A change-control process for new work is better.
3. Put your effort where it counts: genuine substitution, control over how, when and where you work, financial risk, and being in business on your own account.

Mutuality is a threshold, not a verdict

Satisfying mutuality and control doesn't make an engagement employment. It just means the tribunal moves on to the overall picture — which is where most IR35 cases are won or lost.

Sources: HMRC v Professional Game Match Officials Ltd [2024] UKSC 29 (and press summary); HMRC v Atholl House Productions Ltd [2022] EWCA Civ 501. General information, not legal or tax advice.