Mrs O Mulholland v London Technology Club Ltd and K Sidorov: 6014760/2024

EMPLOYMENT TRIBUNALS

Case No 6014760/2024

Between

Mrs O MulhollandClaimant

London Technology Club Ltd and K SidorovRespondent

Before

Employment Judge Forde

Ms O Dobbie (instructed by Barrister) for claimant

Ms C Davis KC (instructed by Barrister) for respondent

Date 9 December 2025

JUDGMENT

[1]The claimant first became a worker within the meaning of section 230(3) ERA 1996 of the first respondent in July 2021 and thereafter became an employee of the first respondent within the meaning of section 230(1) ERA 1996 from November 2021.

[2]The tribunal has the jurisdiction to determine the claimant’s claim for a management commission fee on the basis that it is payable to the claimant as wages within the meaning of section 27(1) ERA 1996. Background

[3]The first respondent’s was founded in 2018 by the second respondent, an entrepreneur and investor with over 35-years of experience in building, developing, and restructuring businesses within the technology sector. Mr Sidorov is the sole shareholder and sole statutory director of the first respondent.

[4]The first respondent is a club for investors and technology professionals, providing a platform for exchanging ideas, investing, and networking via events and thought leadership. The events are held around the world particularly in London, Dubai, Hong Kong, Los Angeles, Saint Tropez and Malta.

[5]There are two sides to the first respondent’s business: the event hosting side, and the introduction to investing side which is regulated. When carrying out regulatory work, LTC has historically been the appointed representative of Red Sky Capital Solutions LLP which, in turn, has been authorised and regulated by the FCA. LTC Invest Ltd, which is a separate legal entity to LTC, is working to secure its own FCA authorisation and initial steps have been taken to that effect.

[6]It is a small company in terms of personnel and it effectively remains a startup in development phase notwithstanding that it was founded in 2018 and throughout the hearing the tribunal heard evidence that the it remains that way in terms of running and development. The Claimant was introduced to the respondents by Kannan Paul. At the time of the introduction, Mr Paul provided his services to the first respondent via a company, Principia Management Services and his role was identified as Investment Director.

[7]On 19 February 2020, the claimant signed a Consultancy Agreement for and on behalf of Exciting Consulting Limited. a company incorporated on 30 January 2020.

[8]At the time the Claimant joined the first respondent, 9 people (in addition to the second respondent) provided their services to the first respondent and were shown on the first respondent’s website as the “LTC Team”. Of those people, 5 had signed consultancy agreements with LTC (Simon Pavitt, Robin Bagchi, Kannan Paul, Michaela Butt and the Claimant) and were regarded and treated by the first respondent as consultants and four had signed contracts of employment and were regarded and treated by the first respondent as employees. While the “LTC Team” has grown a little since February 2019 , it remains the case that some individuals (those in the more substantial senior roles) are engaged as consultants under consultancy agreements while the more junior roles are fulfilled by individuals who have been employed under contracts of employment and are treated as employees (both internally for management purposes and insofar as HMRC is concerned).

[9]The Claimant first asserted employment rights on 8 August 2024. Prior to that date, the Claimant had not queried her status, formally or informally, nor had she at any point asserted that she considered herself to be an employee and/or requested a contract of employment and/or asserted statutory rights and/or alleged that she had statutory rights that had been (or were being) ignored by the Respondents.

[10]On 11 October 2024, the Claimant presented a Claim Form to the London Central Tribunal, bringing complaints under the Employment Rights Act 1996 (“ERA 1996”), Equality Act 2010 (“EqA 2010”) and the Maternity and Parental Leave etc Regulations 1999 (“MAPL 1999”) as well as an unlawful deduction from wages claim in respect of a “management fee commission” in the sum of £42,272.

[11]In its Grounds of Response, the Respondents challenged jurisdiction on the basis that the Claimant had not at any material time been an employee, worker, or contract worker within the meaning of the relevant legislation; and, in respect of the claim for “management fee commission” the claim was not a claim against the Respondents, but against LTC (BVI) Ltd, a limited company registered in the British Virgin Islands. The issues to be determined

[12]The issues to be decided at this Preliminary Hearing were agreed at the Case Management Preliminary Hearing held remotely before Employment Judge Youngs on 20 March 2025 and recorded in the Case Management Orders as follows:a. Was the Claimant at any material time: i. An employee of LTC within the meaning of section 230(1) ERA 1996; ii. A worker within the meaning of s.230(3) ERA 1996; iii. An employee within the meaning of s.2(1) MAPL 1999; iv. An employee within the meaning of s.93(2) EqA 2010; or v. A contract worker within the meaning of s.41(7) EqA 2010.

b. If the Claimant is found by the Tribunal to be an employee/worker/contract worker of the first respondent : i. On what date did the Claimant become an employee/worker/contract worker; and ii. (if the Tribunal has time to agree and consider it) what were the terms of that agreement?

c. Does the Tribunal have jurisdiction to determine the Claimant’s claim for a “management commission fee” in the sum of £42,272, the payment of which is governed by the terms of an agreement between the Claimant and LTC (BVI) Ltd, a limited company registered in the British Virgin Islands who is not a Respondent. In this regard, the Tribunal will decide whether the management fee was properly payable by the first respondent in connection with the Claimant’s employment (or worker engagement).

[13]In submissions, the claimant's case is summarised In the following way:(a) Whilst she was labelled as an independent contractor by the First Respondent (R1) in the original agreement, and whilst she had intended to operate as such at that time, as a matter of law, she was in fact a ‘worker’ from the outset;

(b) Alternatively, that even if she was an independent contractor at the outset, no later than summer 2021, the nature of the relationship had evolved such that she was a ‘worker’;

(c) By no later than November 2021, her relationship with R1 had developed further still, to that of an ‘employee’ in its fullest sense; and

(d) She is not advancing a case that she was ever a contract worker under s.41 EqA. The commission case is pleaded both as wages and as damages flowing from unlawful discrimination. The commission element of her remuneration was presented and accepted by her (at least at the outset of the relationship between the claimant and the first respondent) as part of her overall pay for work done for the first respondent. It is her case that she has never been provided with nor even shown the written commission documents, namely: a ‘Finders’ Fee’ (p.129 of the bundle); and a ‘Profit Share’ (p145) respectively. The 2023 commission payment was declared as being due to her by Mr Pavitt on 17 May 2024, in the sum of £42,272.00 and is asserted by the claimant as being properly payable to her in law.

[14]The Respondents’ jurisdictional challenge in relation to the “management fee commission”, is threefold: 1.1. The Tribunal has no jurisdiction to consider the Claimant’s unlawful deductions from wages claim (which includes a claim in respect of holiday pay) because she was not at any material times an employee or worker within the meaning of the ERA 1996. 1.2. The “management fee commission” was commission payable by LTC (BVI) Ltd and not by LTC. Accordingly, even if the Claimant was found to be an employee or worker, the “management fee commission” does not constitute “wages” as defined by s.27 ERA 1996. 1.3. The claim in respect of unpaid “management fee commission” is a contractual claim that falls outside the jurisdiction of the Tribunal for two reasons. Firstly, the sum claimed exceeds the Tribunal’s £25,000 jurisdictional limited. Secondly, the proper defendant to a contractual claim would be the party with primary liability to make the payment. That party is not LTC but, a separate legal entity, LTC (BVI) Ltd. LAW ON STATUS 1. Section 230 Employment Rights Act 1996 states: ‘(2) In this Act “contract of employment” means a contract of service or apprenticeship, whether express or implied, and (if it is express) whether oral or in writing. (3) In this Act “worker”…means an individual who has entered into or works under (or, where the employment has ceased, worked under)—(a) a contract of employment, or

(b) any other contract, whether express or implied and (if it is express) whether oral or in writing, whereby the individual undertakes to do or perform personally any work or services for another party to the contract whose status is not by virtue of the contract that of a client or customer of any profession or business undertaking carried on by the individual...’ 2. Section 83(2)(a) EqA defines employment as ‘Employment under a contract of employment, a contract of apprenticeship or a contract personally to do work.’ 3. The definition under s.83 EqA includes ‘employment’ in its fullest sense (i.e. as under s.230(2) ERA) as well as those ‘employ[ed] under…. a contract personally to do work’, which covers a broader category of individuals. This extended definition of employment under s.83(2) EqA is worded differently to the limb (b) ‘worker’ definition under s.230(3) ERA. However, the two definitions are treated as essentially the same (see §§31 and 32 Bates van Winkelhof v Clyde & Co LLP

[2014] UKSC 32

; §§13-15 Pimlico Plumbers Ltd v Smith

[2018] UKSC 29

; and §9 Alemi v Mitchell and Another

[2021] IRLR 263

). It follows that case law referable to ‘worker’ status under the ERA is relevant to ‘employment’ under the EqA. 4. As to the difference between a ‘limb b’ worker and an ‘employee’ in its fullest sense (under the ERA) in Byrne Brothers (Formwork) Ltd v Baird and others

[2002] IRLR 96

the EAT noted that the effect of the definition of ‘worker’ is to lower the ‘pass mark’. This allows those who fail to reach the high ‘pass mark’ necessary to qualify as ‘employees’ under s.230(2) ERA to qualify as workers under ‘limb b’ of s.230(3) ERA. 5. In applying the law to the facts of this case and the decision that I am in almost total agreement with the case put forward the claimant and Ms Dobbie on her behalf. Because of this, I have adopted for this judgment a number of submissions made by Ms Dobbie. 6. First, in respect of the law Ms Dobbie submits the following with which I am in total agreement (paras 7-14 below): 7. The rights at issue in this case are not contractual. The primary question for the Tribunal is applying the facts to the words of the statute, per Uber v Aslam

[2021] UKSC 5

;

[2021] ICR 657

at §68-69 and more recently endorsed in Ter-Berg v Simply Smile Manor House & Others

[2023] EAT 2

(Ter-Berg No.1) at §44. As such, it is not apt to start my analysis of those statutory rights with contractual documents. Instead the focus needs to be on what the claimant actually did. 8. In this case only one written contract was ever provided to the claimant, namely the contract (see p.122) and that all other contractual documents provided by the Respondents in the bundle were not documents the claimant had seen and it remains the case that I am unsure as to the reason how they came to be generated let alone form part of the bundle of documents given, notwithstanding the evidence that I heard on this point which I can best describe as unconvincing. Ms Dobbe says correctly that even where documents have been signed by the parties, following Autoclenz Ltd v Belcher

[2011] UKSC 41

, Tribunals must, per Lord Clarke at §22, ‘adopt a test that focuses on the reality of the situation where written documentation may not reflect the reality of the relationship’. Further, at §35 in Autoclenz: ‘So the relative bargaining power of the parties must be taken into account in deciding whether the terms of any written agreement in truth represent what was agreed and the true agreement will often have to be gleaned from all the circumstances of the case, of which the written agreement is only a part. This may be described as a purposive approach to the problem. If so, I am content with that description.’ 9. At §70 in Uber, the Court held that: ‘The modern approach to statutory interpretation is to have regard to the purpose of a particular provision and to interpret its language, so far as possible, in the way which best gives effect to that purpose…..this approach requires the facts to be analysed in the light of the statutory provision being applied so that if, for example, a fact is of no relevance to the application of the statute construed in the light of its purpose, it can be disregarded….. [citing para 35 of Collector of Stamp Revenue v Arrowtown Assets Ltd (2003) ITLR 454] “The ultimate question is whether the relevant statutory provisions, construed purposively, were intended to apply to the transaction, viewed realistically.”’ 10. And further, In respect of the Equality Act claims and the Issue of worker status, the following submissions of Ms Dobbie's are adopted as I consider them to be a correct statement of the law: 11. For the claims under EqA, the essential question is whether the claimant performed personal services in return for remuneration (of any kind) as part of a business or undertaking carried on by, and/or under the direction of the first respondent, or whether she was, at all material times, genuinely an independent provider of services and the first respondent was merely her customer or client. 12. To be considered an employee, the claimant must fulfill the statutory requirements of s.230 ERA 1996. It remains the case that that the general starting point remains the guidance in Ready Mixed Concrete (South East) Ltd v Minister of Pensions and National Insurance

[1968] 2 QB 497

at 515C-D:i ‘A contract of service exists if these three conditions are fulfilled. (i) The servant agrees that, in consideration of a wage or other remuneration, he will provide his own work and skill in the performance of some service for his master. (ii) He agrees, expressly or impliedly, that in the performance of that service he will be subject to the other's control in a sufficient degree to make that other master. (iii) The other provisions of the contract are consistent with its being a contract of service.’ 13. Therefore, in addition to the three elements required to prove worker status (encapsulated within (i) and (ii) of the preceding passage), to be an ‘employee’, the additional feature is simply that ‘The other provisions of the contract are consistent with its being a contract of service.’ This can bring in myriad other factors and requires the Tribunal to consider the relationship in the round. The respondents’ case

[21]Esssentially, the respondents submit that the claimant entered into a consultancy arrangement with the first respondent her eyes wide open with the intention to expand consult to other clients, including the first respondent. The respondent relies on the evidence of Mr Pavitt, CEO to rebut the claimants assertions of worker/employee status and her pay claim. The claimant was cross examined by Ms Davis KC and a number of propositions put to her with regards to the respondent's case. In my view, a number of those propositions, for example the fact that her father is an independently wealthy man and is able to provide his daughter with money from time to time, were entirely irrelevant for the purposes of the tribunal's consideration and therefore I disregarded them.

[22]Of all of the submissions, the one that detained me for the longest time was the one in respect of the claimants assumption of additional duties throughout her period of engagement/employment with the first respondent. Essentially, the respondent's case here is that the claimant acquiesced into an ever expanding role in a start-up business that was becoming successful and that that structural planning to take account of its success and growth over time. In the end, I consider the claimant's evidence to be consistent and more credible than that put forward on behalf the respondent in relation to this issue.

[23]I explain my findings in more detail below in this judgment but essentially, it is my finding that there was a broad recognition within the first respondent certainly by mid-2021 that the claimant was the person best placed to cover the needs of the expanding business particularly in respect of investments and operations, a circumstance that coincided with the claimant's reliance on the first respondent for her income from work. It is my finding that this coincidence of circumstances resulted in an opportunity that filter both the claimant and first respondent namely the opportunity to use the claimant's time as she had available for work. It was this that resulted in the evolution of the claimant status from consultancy to worker and thereafter to an employee.

[24]The respondents rely on the claimant's intention to start the arrangement as a consultant. But I agree with Ms Dobbie's submission that this would be contrary to Autoclenz and Uber and is in any event prohibited under s.203(1) ERA and s.144 EqA. The factors I have found in this case do not support respondent submission here. Background

[25]On 24 January 2020, the claimant was offered a role with the first respondent. The role, offered to her by Mr Pavitt made clear that the claimant was to be considered as a self-employed contractor and in evidence, the claimant confirmed that this was her understanding at the outset of the agreement. In his witness statement, Mr Pavitt makes clear that new joiners join the first respondent as a consultant because the first respondent was operating on a tight budget at that time.

[26]In order to service the first respondent, the claimant set up Exciting Consulting Ltd. Prior to this point, she had not established a limited company and had no clients, customers, business or profession.

[27]The agreement was prepared by the first respondent and sent to her for signing. At section 8 of the agreement it states, ‘Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee or partners between the Company and the Consultancy. The relationship of the Consultancy with the Company will be that of independent Consultancy.’. The claimant did not take legal advice on it. While it is the case that the claimant attempted to negotiate a better rate within the agreement, her attempts were unsuccessful. The contractor stated payment to be made following submission of an invoice.

[28]The contract was made personally between the claimant and the first respondent. This much is clear because the offer email was made personally to the claimant, states that the agreement is between the claimant and the first respondent and although the contract states that the agreement was with Exciting Consulting Ltd, the claimant's trading company. Status of the written documents

[29]In this case, the respondent relies on a number of documents apart from the contract which Is at p.122 of the bundle. They are the following and are discussed in more detail below:(a) The ‘Finder’s Fee agreement’ dated 15 July 2021 (p.129) all;

(b) The ‘Consultancy Agreement’, also dated 15 July 2021 (p138);

(d) The ‘Consultancy Agreement’ for the role of Investment Director, also dated 1 January 2022(p.152).

[30]In evidence Mr Pavitt offered that these were templates he populated and were never shown or sent to the claimant, nor discussed with her. He asserted that they accurately represented the terms that had been agreed with her all. In contradiction of that evidence, he later accepted that it was the second respondent that negotiated terms and conditions with the claimant in 1:1 meetings that he was not privy to.

[31]I found Mr Pavitt's evidence here difficult to accept. It simply makes no sense whatsoever for the documents to have been created and not shared with the claimant only for them to appear within the claim. I do not accept that they are indicative of the ongoing state of affairs between the claimant and Mr Pavitt and f their being reflective of the discussions between the two. I find the submission In totality to be implausible. the submission lacks credibility and this undermines the credibility of Mr Pavitt as a witness. I do not understand why the documents were not shared at all with the claimant. Personal Service

[32]Ms Dobbie is correct to say that the respondents have not referred to a right to substitute or a lack of obligation to provide services personally in the Grounds of Resistance or in Mr Pavitt's evidence. It was not challenged in cross examination of the claimant and this is because, it is submitted by Ms Dobbie, there was no express right to substitute envisaged by the signed contract and none operated in practice. Further, it is submitted, that the claimant's role was so heavily integrated into the first respondent’s that any suggestion she could have sent a substitute, or that there was no requirement for her to do the work personally, would be untenable. I agree. While It was said by Mr Pavitt that the claimant could have simply refused to requests from the second respondent at times inconvenient for her (for example) I again found this evidence unrealistic and frankly implausible. A clear example of this was shortly after the claimant had given birth to her child when the second respondent emails her to ascertain her availability for a call notwithstanding the fact that both had been in close liaison prior to her departure on maternity leave prior to the birth in relation to handover steps for the anticipated period of her absence from work. I have not difficulty In finding that the personal service requirement was fulfilled entirely i.e. the claimant could not substitute herself for anyone else because It was her personal service that was required at all times.

[33]I find that while the claimant had initial aspirations to replicate Mr Paul in having a portfolio of clients the reality was that certainly by July 2021 she had one commercial relationship and that was of a personal nature with the first respondent. I find that she was an integral part of the first respondent's operations By this time, it appears to me that she was in fact fully integrated into the first respondent after a period of uncertainty between the parties. I find that as time went on the second respondent became reliant on the claimant and that his reliance and that of the first respondent meant that the claimant was unable to market herself independently due to her levels of commitment to the them.

[34]I find that the dominant purpose of the claimant's employment (see James v Redcats (Brands) Ltd

[2007] ICR 1006

where the EAT considered the ‘dominant purpose’ test) is the obligation on the claimant personally to perform the work required of her by the respondent. This Is because I find that the claimant was not given specific ‘projects’ within the first respondent, instead she was part of the ongoing day to day running of the investment side of first respondent’s business, an ongoing workstream, being line managed initially by Mr Paul and then latterly by Mr Pavitt and, from November 2021, managing a team of line reports. She oversaw operational matters, performance managed staff and was involved in all stages of the investment activities of the first respondent. the claimant was a senior employee and had a degree of control over how she managed herself but this did not go as far as her being autonomous to the extent of a self-employed contractor.

[35]The case in respect of the claimant's subordination to the control of the respondents and the first respondent in particular is made out when one considers the follwing issues over which the first respondent had control:(a) Place of work: At all times, C was contractually obliged to attend the first respondent's offices in person for at least two days per week (p.122). It is untenable to assert. I do not accept Mr Pavitt's evidence that the claimant could ‘come and go as she pleased’. Not only was she contractually bound to attend, the nature of her role required it in practice, especially by late 2021 when she started inducting and managing team members. the claimant regularly attended the office four days per week from late 2021;

(b) Pay: again, it can be seen that this was dictated by the first respondent who refused the claimant's proposed rate of £700 and offered only £350, rising to £400 after probation, then refused to honour that rise from April 2020. The second respondent allowed her to bill extra hours only as a ‘gesture of goodwill’ in July 2021 until she moved to a notional day rate of £550, from January 2022. By the time she raised invoices for January 2022, Mr Pavitt had instructed the claimant to bill a fixed payment of £8,800 pcm, which she did;

(d) Number of days of work: at the start, the claimant was offered one day per week, increased to two days at the request of the second respondent. a further increase to three per week, then, in January 2022, the second respondent increased her to four days a week when she was promoted. In evidence the claimant stated that she had, in reality, worked five days a week from early 2021 without additional payment. I accept this evidence and the submissions that the first respondent's control over her was not only as to the days she was formally contracted to work, but as to the fact she would only be paid for that number of days even (when the first respondent knew she was well exceeding those to get the work done that the first respondent had tasked her with);

(e) Obligation to let the first respondent know her whereabouts and contact number so that she could be easily contacted at short notice: This was stipulated in the contract at section 3.3.5 (see p.123). It is noted that this was an absolute requirement in the sense that it applied at all times and not just working hours. There are within the bundle numerous examples of contact out between the claimant and the second respondent including during the August office closures (see pages 811, 812 for example; over weekends (such as the Spring 2021 incident); and during her maternity leave. In her live evidence she stated that the second respondent would sometimes require her to attend the first respondent's office on her notional ‘non-working’ days to attend meetings and that she had to do s;

(f) Requirement to give priority to the first respondent: The express terms of the contract require the claimant to devote her time to the first respondent by preventing her from undertaking any work that might ‘conflict’ with its work (see clause 13.2 of the contract at p.126). It is submitted by Ms Dobbie and I find that the reality for the claimant was that this clause was effectively policed by Mr Pavitt and evidenced by both the he and the second respondent commending the claimant for her “inexhaustible diligence and loyalty” (see email at p.913);

(g) The instruction to not work for all of August: I find that the claimant received this express instruction from the first respondent and that it was policed by Mr Pavitt. It was the case nonetheless that the claimant worked unpaid at times during the month case that the claimant did work unpaid at times during August alongside Mr Pavitt. In the event that the claimant that claimant wanted payment she would need to obtain authority from the second respondent.

(h) Required her to actually undertake work on her ‘non-working’ days, in August, over weekends or bank holidays as R1 desired: It is my finding that that it is not in dispute that this occurred, as corroborated by Mr Pavitt in evidence to the extent that it was his view that it was a matter of mutual understanding that both he and the claimant would work unpaid in the month of August. however, it is my finding that the demands of the claimant by the first respondent were more singular and focused that they were of Mr Pavitt and that by this point the claimant was clearly fully enmeshed within the operation of the first respondent, a point made amply by the second respondent contacting the claimant immediately after surgery following a miscarriage, during maternity leave, and as required by the second respondent, largely without extra pay. This is, in my mind, in very stark contrast to the start of the relationship between the claimant and the respondents; and

(i) The claimant's duties generally; It is clear to me from the evidence that the claimant's role expanded over time and this is reflected in the fact that the claimant was allocated more days of working for the respondent's as time progressed. Further, I find that the claimant's role bore little relation to the job description attached to her contract and was entirely controlled and directed by the second respondent who expanded her role on numerous occasions, sometimes in concert with the claimant but always in accordance with the needs of the first respondent in terms of the claimant's commitment to it.

[36]The claimant invites the tribunal to find that the facts as presented to the tribunal demonstrate the claimant's deep integration into the first respondent. Within hearse closing submissions, Ms Dobbie identifies a substantial number of factors which she submits illustrate the point. It Is my finding the vast majority reflect the reality of the working relationship that the claimant would have made no difference had the claimant been a contractor. It can be argued either way that the claimant's access to the company's systems and information, her inclusion on email and WhatsApp groups and so forth are clearly necessary in order to enable the claimant to communicate with those working within the first respondent and to enable her to have a relationship with the team that she eventually came to manage.

[37]However, in my finding, the fact that the claimant had from late 2021 her own team with authority to approve holiday requests and manage performance in respect of, as she oversaw parts of the legal, finance and compliance team, have responsibility for the training of new recruits, that her work comprised ongoing work streams as opposed to discrete projects, that there was no break in her service, that she had a wide and widening remit as time went on, but she had to attend the office, and that she was held out both internally and externally as being an integrated part of the first respondent clearly illustrate the extent to which the claimant was integrated into the operations of the first respondent. Further, it is not in dispute that the claimant became part of the senior management team from January 2022 when she was promoted to investment director and it is noteworthy that the claimant was involved in a discussion with the second respondent as to how her former line manager Mr Paul should be managed within the first respondent.

[38]The claimant attended board meetings of subsidiaries of the first respondent, she was the primary point of contact for investors and partners, and was given formal appointments and authority for companies within LTC group, including:(1) being a statutory Director of LTC Invest Ltd from June 2022 – December 2024;

(2) being an authorised signatory for Lloyds and HSBC;

(3) being appointed as antimoney laundering officer of LTC Pledge;

(4) being an authorised signatory to bind LTC Pledge;

(5) being put forward to the FCA to become an FCA regulated person on behalf of LTC Invest Ltd;

(6) having authority to share the first respondent's sensitive information as an authorised signatory. The examples provided within this judgment are illustrative and it is not necessary for me to identify all of those that have provided the necessary indication of the claimant's engagement within the first respondent.

[39]Perhaps most telling is that the claimant was paid a fixed sum of £8000 per month payment that the claimant now argues as being tantamount to salary. It is undisputed and therefore agreed, for example when on holiday. This to my mind illustrates the extent to which the claimant had become fully integrated into the first respondent in April 2022.

[40]I do not agree with Ms Dobbie that while there were seemingly numerous indicia of control and integration above, that it was clear that the claimant was an employee or worker from the outset. In fact, it is absolutely clear to me from the claimant's evidence in cross examination that the claimant had an expectation that she would be a fully-fledged contractor, emulating the model adopted by her line manager and introducer to the first respondent, Mr Paul. In my finding, the contract for her to offer services the first respondent from 24 February 2020 reflected the intention of the parties at that time. I do not accept that there was sufficient control or integration at this time to reach the finding that she was at the very least a worker.

[41]I make this finding on the basis that the claimant told Charlie that she had recently exited paid employment and that the start of this engagement was her first foray into the world of consultancy services. I find that the claimant's inclination towards what she was familiar with, i.e. paid employment, coupled with the second respondent's desire to fully integrate the claimant into the first respondent's operations led to a situation that by latest 21 July 2021 the claimant had become involved in both operations and investments and therefore, by this point I find that she had become a worker. I am able to make this finding from the contents of an email dated 21 July 2021 in which it can be seen that the claimant Is discussing with the second respondent the scope of her responsibilities (among other things). notably, she says the following: “The past week at LTC has highlighted a number of issues that we need to address. In our recent discussion, we have identified the need for an admin role to support my ever-growing list of responsibilities. While this offers some comfort for the future, it fails to address what is happening now, and what has been going on for a number of months. Currently, our agreement is for 3 days per week (or 24 hours per week), and since LTC is a new enterprise I have agreed to discount my consultancy rate by 50%. Since the beginning of the year, I have been working at least 5 days per week and often for 10 hours per day in order to cope with my ever-growing list of responsibilities. In effect, this means my discounted consultancy rate has increased beyond 70%. To put this in perspective, I could be earning as much stacking shelves in Tesco. Added to this, I am under constant pressure from other parts of LTC to fulfil obligations that go far beyond the investment team’s responsibilities (admin, finance/back office tasks, such as KYC, audit support, invoicing & income calculations). This is unsustainable and has to stop.” (my emphasis).

[42]It is my finding that the above email confirms that the scope of the claimant's responsibilities had changed substantially from that anticipated by the parties at the start of the relationship between the claimant and the first respondent. As I said, it is my view that she has become by this point fully integrated into the respondent's business and therefore I feel that I'm able to make the finding that she is a worker by latest July 2021 safely.

[43]By late 2021, I find that the claimant was an employee. I accept her evidence that she was the de facto Investment Director and recruiting a team. She worked full time, I was responsible for a number of the first respondent operations. In January 2022, she was formally promoted. In evidence, it was clear that by this stage the claimant was fully committed to her work at the first respondent and in my view and in my finding she was an employee by no later than November 2021. Wages claim

[44]Under s.27 ERA, it states: ‘(1) In this Part “wages”, in relation to a worker, means any sums payable to the worker in connection with his employment, including— (a) any fee, bonus, commission, holiday pay or other emolument referable to his employment, whether payable under his contract or otherwise…’

[45]There appears to be no dispute between the parties that there was a written agreement for commission of any kind. Further, in evidence, Mr Pavitt accepted that he never showed the claimant any of the draft agreements or discuss them with her. Therefore it is my finding that those agreements are nothing more than Mr Pavitt's thoughts of what the claimant's responsibilities and contractual obligation should be and are of little relevance here because they do not relate to any agreement between the claimant and the first respondent. Ms Dobbie invites me to find that the documents created by Mr Pavitt are in fact a sham, created to shore up the respondent's case.

[46]I have to say that I found their inclusion somewhat puzzling given that it is accepted that the claimant did not see them at any time. If I accepted them as being documents that genuinely reflected the contractual intentions of the parties then they might have had the effect of substantiating the respondent's case here. However, I accept what Mr Pavitt said on oath namely that they were produced as an aide memoir for his own personal use. However, in respect of the key question as to whether or not the claimant did any work for the BVI entity, I reject Mr Pavitt's evidence and prefer the claimant's evidence on the basis that I found her to be a far more reliable, cogent and credible witness of fact that I found Mr Pavitt to be.

[47]It is my finding that commission was agreed with the claimant as part of her overall renumeration package, as a way to increase her pay in light of her increased responsibilities and commitment to the first respondent's operations. As such, I find that it falls within the scope of section 27 ERA 1996 because it was an agreement agreed personally between the claimant and the first respondent and amounts to a fee payable to her as a consequence of the work that she did as a worker. I find that it plainly falls within the concept of wages and I reinforced in this belief by the fact that the claimant was told that this was her personal allocation of the bonus for the year 2023 and was told to invoicing in May 2024. What's that message to the claimant on 17 May 2024, Mr Pavitt said the following: "Good news we sorted commission to 2023 and in the end it netted out at £42,272 for the year. Not bad. We didn't have a stellar year for the CO investment and PIV didn't start till 2024 but anyways. It's recognition of hard graft last year! Are you okay invoicing LTC (BVI) Ltd?"

[49]I agree with Ms Dobbie's submission that it is unarguable that this is not a sum properly payable to the claimant for the purposes of her wages claim. In making this finding are expressly rejected the respondent's submission that the mechanism of payment namely by way of an entity separate to the first respondent makes clear that it was nothing more than a management commission fee payable by a nonrespondent in these proceedings and unconnected to any asserted employment with the first respondent.

[50]In submissions, Ms Davis KC criticises the claimant failure to explain entitlement to the management commission fee arose. In my finding, it is plainly obvious that the obligation was one that initiated from within the first respondent and at the mechanism of payment was one of the first respondent is making as exemplified by Mr Pavitt's WhatsApp message to the claimant that is set out above. Further, no explanation is provided by the respondent as to why the payment came from the separate entity as opposed to the first respondent and I note that there is no evidence offered to explain what work the claimant is supposed to have done for the BVI entity which was responsible for making payment to the claimant. In evidence, Mr Pavitt accepted that no one ever told the claimant that any of the work that she was doing was for the BVI entity and that is consistent with my finding that this was a payment that arose from her work for the first respondent.

[51]While I have not addressed head on all of the respondent's submissions it is clear from my findings that I reject the respondent's submissions with regards to worker status and in respect of wages. I make clear that I considered what the respondent has said and I consider that the respondent's evidence fails to address the key working relationship at play within this claim namely that between the claimant and the second respondent who attended the tribunal the first day of the preliminary hearing but was absent on the second day when Mr Pavitt gave his evidence. I have to say that I found it somewhat surprising that the second respondent had not prepared a witness statement for these proceedings and that it was plain to see that Mr Pavitt was incapable of answering some of the most pertinent questions relevant to the question worker status which made it all the more surprising that the second respondent had not prepared a written statement particularly as it was obvious to me that Mr Pavitt was unqualified to address the work the claimant did throughout the period of her time with the first respondent. 51. It follows that I find that the claimant was a worker from July 2021 and an employee from November 2021. Further, I find that the commission was properly payable to the claimant as wages. Approved by: