UT (Tax & Chancery) UT-2024-000044 - [2025] UKUT 00094 (TCC)

We are satisfied that there was no error of law in the FTT’s construction of clause 4.1 of the actual contract. We accept Mr Stone’s reasons for rejecting the argument.

The Appellant’s submission to the FTT had been that (whether by interpreting the express words or by means of implying a restriction), clause 4.1 did not apply to what Mr Thompson said by way of analysis/opinion/reaction during the programme.

However, there was no error in the FTT finding that there was nothing in the words agreed by the parties that could be read as restricting the application of clause 4.1 in that way. Further, there is no commercial reason why the obligation of Mr Thompson to comply with Sky’s directions and requests should be limited only to matters outside the production of Soccer Saturday. For example, it was necessary for Sky to have a right to provide directions to its presenters in order that it can comply with its obligations to OFCOM.

In our view, the FTT properly appreciated that the parties cannot be taken to have agreed that Mr Thompson would have to comply with unreasonable directions from Sky. Accordingly, it interpreted the clause as containing an implied term of reasonableness and there was no error in doing so.

The Appellant again criticises the “reasonableness” test as having no objective criteria. Nonetheless, the clause reflects the term which is implied by law into every contract of employment and is workable as we have explained above.

There was therefore no error of law in the FTT’s Decision.

In the alternative, any error was not material because the FTT would have been entitled to conclude that the hypothetical contract between Sky and Mr Thompson would have required Mr Thompson to comply with all “reasonable directions and requests” – as accepted by Mr Firth in the FTT, see [51].