Premier League V Manchester City case – What do ‘good faith’ obligations really mean?

The widespread reporting in recent months of the alleged breaches by Manchester City FC (‘City’) of numerous Premier League Rules (‘Rules') has called for a fresh examination of what the principle of ‘good faith’ engagement with the Premier League, and the obligation to cooperate with, and assist, the Premier League in its investigation of Rule breaches, really means for football clubs.

On 6 February 2023, Manchester City FC (‘City’) executives were notified that the Premier League had referred over one hundred alleged breaches of the Rules, including rules around the club’s provision of specified financial information, to an independent commission appointed by the independent Chair of the Premier League Judicial Panel (‘Commission’).1 This followed a four-year investigation into City’s adherence to the Rules, which all twenty teams in the Premier League are bound to adhere to.

The alleged breaches are said to have occurred over fourteen seasons, from 2009/2010 to 2022/2023, and fall into five principal categories, two of which centre on the principle of ‘good faith’ engagement with the Premier League. The first category concerns the requirement for member clubs to provide, in the utmost good faith, accurate financial information that gives a true and fair view of the club’s financial position, with respect to its revenue (including sponsorship revenue), its associated parties (which is defined to include those who have control or ‘material influence’ over the club) and its operating costs.2

The fifth category concerns the requirement for member clubs to cooperate with, and assist, the Premier League in its investigations including the requirement that clubs provide documents and information to the Premier League in the utmost good faith.3 The second, third and fourth categories, which are outside the scope of this article, concern Rules relating to provision of information relating to manager remuneration, compliance with UEFA’s regulations (including Financial Fair Play regulations (‘FFP regulations’), and Profitability and Sustainability.

Despite its investigative and disciplinary role, the Premier League's regulatory function is somewhat nebulous, with its power derived from the Rules which are contractual in nature. A separate regulatory function currently sits with a division of the Football Association and will soon pass to an independent Regulator for English football, detailed further below.4 However, the need for clarity around the concepts of good faith, cooperation and assistance in this context remain, for the time being at least, essential: an adverse finding made by the Commission holds the potential for enormous economic and reputational damage for clubs, at a time when Premier League club finances are already struggling to rebound to pre-pandemic levels.