IR35 detailed comment


Payment basis

The issue

The issues here would appear to be whether there is anything either in the contract, or in the actual relationship between Individual and Client, in relation to this factor which

·         helps towards a decision on whether that relationship, had it been direct and without a company in between, would have been an employment contract - a contract of service - or a contract for services, or

·         would be inherently inconsistent with a contract of employment.

Legal issues, and the Revenue Guidelines

Guidelines

Basis of payment - Employees tend to be paid a fixed wage or salary by the week or month and often qualify for additional payments such as overtime, long service bonus or profit share. Independent contractors, on the other hand, tend to be paid a fixed sum for a particular job. Payment "by the piece" (where the worker is paid according to the amount of work actually done) or by commission can be a feature of both employment and self-employment.[1]

The following paragraphs are extracted from the Employment Status Manual, section ESM1041:  [2]

Typically, employees tend to be paid a fixed wage or salary by the week or month - and often qualify for additional payments such as overtime, long service bonus or profit share. Independent contractors, on the other hand, tend to be paid a fixed sum for a particular job.

Care must be taken with this aspect as it is often inconclusive. There are many examples of employees, who are paid by the piece or on the basis of commission, and, equally, there are many self-employed individuals, who charge by the hour or day.

It is often more helpful to see what underlies the method of payment. For example, it is reasonable to expect someone paying on the basis of the number of hours of attendance to exercise sufficient control to ensure value for money. Such control is indicative of employment.

On the other hand, where an individual is paid entirely by commission but has to meet expenses to undertake the work this could be a pointer towards the existence of financial risk which is indicative of self employment.

Also, a car mechanic might be paid a retainer, not in return for services, but for ensuring that the payer will be given priority over other work. This is not indicative of employment.

It is important to remember that whilst in some types of work, payment on a time basis might reasonably be considered consistent with employment and payment of a fixed price basis with the self-employment (eg the artisan, who if employed might expect an hourly rate, but if self-employed might well quote a fixed price), in other areas the opposite may well apply;  the employee equivalent of the highly skilled consultant is almost certain to be salaried (ie not paid on a time basis), whilst the self-employed may charge by the hour/day or on a fixed price basis.  The guidance and inferences in relation to employment status are by no means as clear cut as the Revenue might seek to present.

It also must be said that where payment is on a time basis, it is entirely logical for there also to be a requirement for timesheets.

One case which illustrates the point is WHPT Housing Association Ltd. v. Secretary of State for Social Services [3]., in which Mr Lowe, an architect, applied to be considered an employee. Mr Lowe was offered work on a 'freelance basis' with WHPT for about a month to finish drawings for a project. When the plans had been completed Mr Lowe was told to supervise the work which would take about nine months. He was required to attend the offices from 9.30 am to 5.30 pm was supervised by the chief architect, was supplied with all the same equipment as the Associations architects, was rebuked on several occasions on one time for being late, and was obliged to complete timesheets. He was also expected to 'fit in' with an existing team of architects.

Despite this and further evidence which would support his application to be an employee the court held otherwise. The decision was based in part on the facts that he was paid an hourly rate and only for the hours worked whereas the employees of the association were paid weekly or monthly and none of them were paid an hourly rate; he received no sickness or holiday pay; and the hours he worked and absences from the office were "…entirely up to (him) you…" although not in practice.

Webster J. stated that the question under consideration was "…what was the principal obligation agreed to be undertaken by (Mr Lowe)?" Webster J. continued:

"The inescapable inference that I draw from (the) facts is that Mr Lowe, at no time, undertook any obligation to present himself for service at the association's premises at any time; …(nor) to provide a specific number of hours' service… and that his principal obligation was to work as an architect during the hours of service which he chose to offer…in consideration for which the association agreed to pay him £3 per hour."

From this Webster J., concluded that if that was indeed the principal obligation undertaken by Mr Lowe, as a matter of law, 'the contract which contained that obligation could not constitute a contract of service and could only constitute a contract for services.'

This case may be rationalized on the basis of lack of control, or lack of mutuality;  but it does make clear that (particularly where payment on a time basis is consistent with self-employment, and where employees doing similar work are not paid on a time basis, then it would be wrong to treat payment on a time basis as an employment pointer - which is nevertheless what the Revenue seek to do.

Overall, the cases suggest:

·         being paid on a fixed price per project basis suggests self-employment, and instead may be said to be logically inconsistent with employment

·         being paid on a time basis is not per se indicative of employment - accountants and lawyers, clearly self-employed, often charge on a time basis;  it may be - or it may be the opposite - depending on the circumstances

·         'the method of calculating entitlement to remuneration is not an essential aspect of the employment relationship'  [4]

·         the charging method is less important than the underlying purpose ('Many of the invoices…indicate the hours…but the object appears to me to be to provide the reason for the particular charge out rate' - Hall v Lorimer [5]

Comment

what would the position be likely to be in relation to this factor for a hypothetical employee?

·         logic and experience suggests that a hypothetical employee at the kind of level necessary to have the skills and ability to provide equivalent services to those provided here would certainly be salaried, and would probably have a comprehensive salary and benefits package, incorporating pension etc, and possibly with periodic bonuses. 

what would the position be likely to be in relation to this factor for a hypothetical obviously self-employed person or consultancy (eg Andersens, or by PWC, or EDI?)  Logic and experience suggests that a hypothetical obviously self-employed person or consultancy would either

·         be paid a fixed price, assuming (1) that the nature of the services was sufficiently capable of being defined in advance for a fixed price to be confidently quoted and accepted, and (2) that the parties chose to so agree;  or

·         be paid on a time basis, according to the time the task consumed;  it is perfectly normal for many professional and skilled individuals, undoubtedly self-employed, to charge by the hour or day.

·         do the facts here actually provide a helpful pointer towards either view?


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[1] http://www.inlandrevenue.gov.uk/ir35/guidance.htm

[2] http://www.inlandrevenue.gov.uk/manuals/esmmanual/part1000/esm1041.htm

[3] WHPT Housing Association Ltd. v. Secretary of State for Social Services  (1981) ICR 737

[4] O'Kelly v Trusthouse Forte 1983 3AER 456

[5] Hall v Lorimer 1994 IRLR 171