Author: Glenn

The question was raised as to whether, in a tripartite agency relationship, an employment relationship exists between an employee and their intermediary agency. For instance, Ryanair DAC employs some pilots directly, while subcontracting others. A Mr. Lutz successfully applied to an advertisement for pilots and was contracted on 10 August 2017 by MCG Aviation Ltd. (now Storm Global Ltd.). From July 2018 to January 2020, Mr. Lutz served as a Ryanair-contracted pilot based at Stansted, nominally supplying his services through his own Irish company, Dishford Port Ltd., although it is now accepted that his direct relationship was with MCG. 

Following an incident with Ryanair management on 13 January 2020, MCG terminated its contract with Dishford, effectively ending Mr. Lutz's services. He then brought two claims to tribunal with the support of the British Airline Pilots Association (BALPA) concerning annual leave against MCG under the Civil Aviation (Working Time) Regulations (CAWTR) 2004, and also an equal terms claim against both MCG and Ryanair. Through this action, Mr. Lutz was seeking compensation for not being afforded the same working conditions as employed pilots under the Agency Workers Regulations (AWR) 2010. 

The tribunal found in Mr. Lutz's favour, holding that he was a "crew member" employed by MCG under CAWTR and also an "agency worker" under AWR. Subsequent appeals by Ryanair and MCG were dismissed as, where a worker is supplied by an agency (B) to a principal (C), but has an explicit contract with the agency, the agency remains the employer. Mr. Lutz's services to Ryanair were thus explicitly governed by his contract with MCG, which expressly stated that he was not employed by Ryanair. The fact that Ryanair exercised exclusive direction and control over Mr. Lutz's work does not necessarily create an implied employment contract or relationship with Ryanair, although it befell MCG to ensure that Ryanair respected the relevant employment laws. Moreover, even though Mr. Lutz had a fixed-term contract for several years, it was nonetheless "temporary", thereby creating a gap in protection for agency workers and introducing ‘unacceptable uncertainty’. 

This case reinforces the "substance over form" approach in determining employment status, in that employers can no longer solely rely on contractual labels such as "independent consultant" or "self-employed" as a pretext to deny workers their employment rights, especially in such tripartite agency arrangements. Thus, agencies should understand that workers employed for extended fixed terms are likely still covered by the AWR and thereby entitled to the same T&Cs as direct employees after 12 weeks. Hence, agencies still have clear responsibilities for certain statutory rights, and businesses relying on "supply chain layering" to outsource labour will need to review their structures.

A management buyout keeps the business in familiar hands. The team that already understands customers, systems, and culture steps into ownership, which reduces disruption and protects service quality. For founders, a management buyout allows a planned transition with clear handover milestones and an agreed role after completion if required. This continuity reassures clients, employees, lenders, and suppliers, and helps the company maintain momentum during and after the deal.

Compared with a trade sale, the process is usually more focused and confidential. The buyer group already knows the business, so diligence can be more efficient, with fewer surprises and a smoother negotiation. Pricing can be structured to reflect real performance, for example through staged payments linked to agreed targets, which helps both sides feel that the value is fair and achievable.

Ownership aligns incentives across the team. Managers become investors in outcomes, not only delivery, which encourages sharper decisions on margins, cash flow, and growth priorities. Equity participation helps retain key people and can support a wider share scheme, building a performance culture that rewards contribution. The result is often a more agile business with clear accountability and faster execution.

Funding can be tailored to the business. A mix of bank debt, vendor financing, and private investment can be designed to suit cash generation and risk appetite. Earn outs and warranties can protect both seller and buyer. With the right preparation, including robust management information and tidy legal housekeeping, a management buyout can deliver a clean exit for the owner and a confident new chapter for the team.

Why cash flow matters
Profit is important, but cash pays wages, suppliers and loan repayments. Even strong businesses can struggle if money arrives late. A few disciplined habits around invoicing and collections can shorten the time it takes to get paid, reduce borrowing costs, and create headroom for growth.

Set clear expectations upfront
Agree payment terms in writing before work starts, including due dates, late payment interest, and accepted payment methods. Send a simple welcome note that restates these terms, introduces your invoice format, and gives a named contact for queries. Clarity at the beginning prevents disputes later.

Invoice fast, invoice accurately
Raise invoices as soon as a milestone is met or goods are delivered. Include purchase order numbers, full descriptions, and your bank details. Errors cause delays, so use templates and a final pre-send check. Where practical, take deposits for bespoke work and split larger projects into staged invoices.

Make paying effortless
Offer more than one way to pay, for example bank transfer and card. Add a payment link on every invoice and email. Encourage direct debit for recurring fees, which reduces admin and failed payments. If customers require supplier onboarding, complete it early so nothing blocks the first invoice.

Adopt a calm, consistent credit control rhythm
Create a weekly timetable for reminders, starting a few days before the due date. Use friendly wording, provide the invoice again, and ask if there are any problems processing payment. Escalate politely after set intervals and log every contact. Consistency, not confrontation, gets results.

Know when to escalate
Pause further work if terms are exceeded, agree payment plans for good customers in temporary difficulty, and consider professional recovery for persistent issues. Good cash flow is built on clear processes, dependable follow-up, and the confidence to hold the line.

Know the rules for contractors & subs under CIS to avoid issues with HMRC.

Under the Construction Industry Scheme (CIS), HMRC applies specific tax rules to contractors and subcontractors in the construction industry. Contractors are responsible for deducting tax from payments made to subcontractors and forwarding it to HMRC. These deductions act as advance payments toward the subcontractor’s income tax and National Insurance.

A subcontractor is defined as any business or individual that agrees to perform construction operations for another business (a contractor or deemed contractor). This applies whether the work is done directly or through others such as employees or further subcontractors. Notably, a business typically considered a main contractor can be a subcontractor if hired by another contractor, such as a local authority.

Subcontractors can include:

• Companies, public bodies, partnerships and self-employed individuals.
• Labour agencies or staff bureaus that supply or employ workers for construction.
• Foreign businesses performing construction in the UK or its territorial waters.
• Local authorities or public bodies engaged in construction work for others.
• Gang-leaders who agrees with a contractor on the work to be done, and in turn receives payment for the work of the team.

Some businesses function as both contractors and subcontractors, paying others while also being paid for their services. These businesses must follow both sets of CIS rules depending on their role in each transaction.

HMRC requires businesses to maintain accurate VAT records to ensure correct tax payments. While all businesses must retain general records (such as invoices, bank statements, and receipts), a key requirement under the Making Tax Digital for VAT initiative is keeping specific VAT records digitally.

Businesses must maintain digital records of VAT charged and paid, including:

• The VAT on all goods and services that are sold (supplies made) and purchased (supplies received).
• The time and value of each supply (excluding VAT).
• Any adjustments made to VAT returns.
• Reverse charge transactions.
• VAT accounting schemes used.
• Daily gross takings when using a retail scheme.
• Items where VAT has been reclaimed for Flat Rate Scheme users.
• Total sales and VAT on those sales for those trading in gold and using the Gold Accounting Scheme.

Digital records must be kept using compatible software or spreadsheets that can connect directly with HMRC systems. Where multiple software tools are used, they must be linked digitally, manual transfer of data or ‘copy and paste’ is not allowed. Digital links can include formulas in spreadsheets, imports/exports of XML or CSV files, or uploading/downloading data.

Businesses must start keeping records from the moment they register for VAT and retain them for at least 6 years (10 years if using certain VAT schemes). Exemptions apply only to specific entities, like government departments or those eligible for an exemption from keeping digital records.