On 29th September 2026, the Premier League confirmed that an independent commission had found that Manchester City breached the league’s financial rules over nine seasons between 2009 and 2018 and had upheld the majority of the charges concerning the club’s failure to cooperate with the league’s investigation. City denied any wrongdoing and subsequently lodged an appeal, the result of which will have a bearing on any sanctions brought upon the club. But whatever the final outcome of the alleged 115 charges is, the case already carries a sharp lesson for business owners and directors that reaches far beyond football.
Strip away the trophies and the headlines and much of the dispute turns on three ordinary questions. Did the paperwork reflect what was really agreed? Were the records accurate and complete? And when someone entitled to scrutinise the business sought answers, did it cooperate? Those questions apply just as much to an owner-managed company with a single site and a handful of key contracts as they do to one of the most valuable clubs in the world.
When the contract does not tell the whole story
Among the financial charges were allegations that City failed to provide accurate financial information, including information about its revenue, and failed to include full details of manager and player remuneration in the relevant contracts. They point to a familiar commercial risk, namely what happens when written agreements, financial records and the reality of a business relationship do not align.
The City case is a world away from the day-to-day reality of most businesses, and an innocent administrative oversight is not the same thing as the conduct at the heart of a disciplinary case of this kind. Nevertheless, discrepancies between what was agreed and what was documented can arise in any business, sometimes without anyone realising. Businesses agree side arrangements all the time, often informally and often with good intentions. A supplier is promised a rebate by email, a senior hire is offered a bonus outside the service agreement, or a customer is given a separate consultancy deal that sits alongside the main contract. Each may seem harmless at the time. The difficulty comes later, when a buyer’s due diligence, a lender’s review, an HMRC enquiry or a dispute with a former partner puts the written documents next to what actually happened and the two do not match.
Many commercial agreements contain an entire agreement clause, intended to establish the written contract as the complete record of the parties’ bargain. Its effectiveness depends on the wording and the circumstances, however, and it is no substitute for documenting the deal properly. Where important arrangements are left outside the main agreement, businesses risk disputes about what was agreed, whether those arrangements are enforceable and whether the information given to lenders, investors or prospective buyers is complete. On a sale of the business, the warranties a seller gives about material contracts and remuneration are designed to bring exactly these arrangements to light, and a breach of warranty claim can follow a seller long after completion. The practical answer is to make sure any supplementary arrangement is formally documented, reviewed by someone with the authority to approve it and reflected wherever it needs to be disclosed.
Records outlive the people who made them
The Premier League opened its investigation in 2018 after leaked internal club documents were published in the German press, some eight years before the commission’s decision was confirmed. Internal emails, written in the ordinary course of business and never intended for an outside audience, supplied much of the original public evidence that prompted the scrutiny.
Every business generates a written record of how it actually operates, whether or not anyone intends it to. Directors of a UK company are already required by the Companies Act 2006 to keep adequate accounting records, but the wider point is about consistency. Board minutes, management accounts, emails and messaging apps should tell the same story as the signed contracts and the filed accounts. In commercial litigation, businesses may be required to disclose relevant documents, including those that undermine their own position, subject to the applicable rules and protections. A careless or contradictory paper trail can then do more damage than the underlying transaction ever did.
None of this calls for more paperwork. What matters is documentation that is accurate, accessible and consistent, supported by a clear retention policy that sets out what is kept, where and for how long. Decisions of substance should be properly recorded at board level, and employees should understand that informal emails and messages can become important evidence of what a business knew, agreed or intended.
Perhaps the most transferable aspect of the case is that a failure to cooperate was charged as a breach in its own right. This is familiar territory for the club. In 2020, the Court of Arbitration for Sport overturned a two-year UEFA ban arising from separate allegations about sponsorship income, yet still fined City €10 million for failing to cooperate with UEFA’s investigation.
That earlier episode shows how a business can face real consequences for the way it responds to scrutiny, even where the underlying allegations do not stick. Many commercial relationships contain audit rights, information undertakings and cooperation obligations, from franchise and distribution agreements to finance documents, trade association rules and joint venture arrangements. Regulators and HMRC also have their own powers to require information. Treating a request as an opportunity to stall, or answering it selectively, tends to create a second problem on top of the first. Knowing in advance which of your contracts carry audit or information rights, and taking legal advice as soon as a formal request arrives, puts a business in a far stronger position to respond in a measured and well-organised way.
Partners get drawn in too
The fallout has not been confined to the club. City’s principal sponsor, Etihad Airways, has publicly rejected any suggestion that it was involved in improper commercial arrangements and has said it is seeking legal advice on how to protect its interests.
The wider lesson is that a business does not have to be the party under investigation to suffer the consequences of a counterparty’s conduct. Its reputation, commercial relationships and contractual position may all come under pressure regardless. Due diligence at the outset matters, but so do contractual protections that continue to work once the relationship is under way. Compliance warranties, reporting obligations, audit rights and carefully drafted termination provisions can help a business obtain information, address concerns and, where the contract permits, exit a relationship before the damage escalates.
Closing the gaps before someone else finds them
For businesses outside football, the value of the case lies in the reminder that contracts, records and conduct during an investigation can all come under scrutiny, often years after the events in question. A periodic review of key commercial agreements, a clear approach to side arrangements and remuneration, sound record keeping and a plan for responding to information requests will never make headlines. They are, however, exactly the kind of preparation that stops a business’s own history from becoming its biggest liability.If you would like to review your commercial contracts, governance or record keeping, the corporate and commercial team at Buckles would be pleased to help.
