Mr A Anbouche v JackRabbit Brewing Co Ltd: 6021091/2025
EMPLOYMENT TRIBUNALS
Case No 6021091/2025
Between
Mr A AnboucheClaimantJackRabbit Brewing Co LtdRespondent
Before
Employment Judge ReidIn person for claimantDate 12 June 2026
JUDGMENT
[1]The Claimant was not an employee of the Respondent within s230(1) Employment Rights Act 1996. His claim for unfair (constructive) dismissal is therefore dismissed.[2]The Claimant was not a person with a contract personally to do work within s83(2)(a) Equality Act 2010. His claim for discrimination (including harassment) is therefore dismissed.
REASONS
[1]This hearing was listed at the previous preliminary hearing on 17 November 2025 to address three matters(1) the issue of the Claimant’s status(2) the Respondent’s strike out application included in its response and(3) consideration of the Claimant’s further particulars which were to be provided (and to the extent necessary, to consider any required amendment application as a result).[2]The Respondent then identified on 19 January 2026 that there was a time limit issue and asked that this also be dealt with at this hearing. This had not come to light at the previous preliminary hearing; although the Claimant had been copied into the Respondent’s email to the Tribunal dated 19 January 2026, the Claimant had not been put on notice by the Tribunal that this issue was also to be dealt with at this hearing and had accordingly not prepared for it. I explained this to the parties whose preference was to go ahead at least with the other issues today even if it potentially meant a further preliminary hearing on the time limit point, if the Claimant’s claims proceeded after this hearing. The Claimant confirmed that he was not bringing a whistleblowing claim despite the stray reference in para 10 of the attachment to his claim form.[3]I therefore heard oral evidence from the Claimant and from Mr Barton on the status issue plus oral submissions on this issue on each side. I then also heard oral submissions on the strike out application having allowed extra time for the parties to put together some notes/points on this issue, given they are both unrepresented. There was a 191 page bundle plus three extra documents the Claimant said had been missed out of the bundle. The Claimant’s claim had not been included in the joint bundle but was available online. I reserved my decision due to lack of time.[4]There were two other witness statements for the Respondent apart from Mr Barton (Mr Spencer Pettitt and Mr Spencer Gilbert) and three other witness statements from the Claimant (Mr Eden Lelliot-Moore, Mr Martin Goss and Mr Pradip Aryal). These witnesses did not attend. I explained that if they did not attend their evidence could not be tested and therefore less weight given to what they said in their statements. Both parties wished to proceed on this understanding.[5]I clarified with the parties that there were no other proceedings which might impinge on this claim. They confirmed that the other claims were a defamation claim by Mr Barton against the Claimant, a County Court claim in relation to the Claimant’s shareholding and a County Court claim in relation to the Claimant’s director’s loan to the Respondent. These therefore all dealt with matters unrelated to the issue to be decided at this hearing and in this claim.[6]In the light of para 1(a) of the previous preliminary hearing summary (and the possible implication that something changed in July 2024) I clarified with the Claimant whether his case was that he was always an employee or a worker of the Respondent from the outset in 2019 or whether he was saying something changed around July 2024 and he confirmed that he was claiming it was always more than just a shareholder and director relationship – he was not claiming that the relationship started off as one thing (only shareholder-director) and changed to add in something further/extra (employment or worker contract).[7]I also clarified the Claimant’s further particulars provided after the last preliminary hearing and he confirmed all the allegations in the table were of direct race discrimination or direct religion/belief discrimination (or both).
Findings of fact
[8]Throughout the period, the Claimant was a director and shareholder of the Respondent. His shareholding started (when he set up the company in January 2019 as a founder member) as 51% and then reduced to 27.5 % in November 2021 and to 20% in November 2025. There were no documents between the parties as regards employment or worker or similar status. What the parties labelled the arrangement or what parties thought it was is not determinative.[9]The Claimant’s case was that at least from November 2022 there was an oral agreement with the board that he be paid a daily rate for his input into the Respondent, although he said he has agreed to defer the payment indefinitely. On his own case there were no terms agreed as to when the deferred pay might be paid. The Respondent’s case was that when undertaking tasks at the Respondent (which they shared amongst the directors/shareholders depending on who had the time) this was simply the Claimant taking part in the business as an investor ie as a shareholder and as a board member, in the same way the other shareholders and directors did.[10]The Claimant said at the hearing that deferred salary was agreed with the board in November 2022 at a rate of £115 per day. He produced no minutes or any other documents to support this and as a director he would have had access to such minutes. The Claimant was never paid a salary or wages by the Respondent and thus was saying that this agreed pay was deferred over several years without on his own account raising with the Respondent where that pay had got to or when it might be paid. If a deferred arrangement had been agreed he did not invoice or provide timesheets for that deferred payment at any point as the years passed.[11]The Claimant never claimed a salary or wages (or logged his hours which would have been important given he says the pay was agreed to be deferred) save as follows. On his own account he kept a record only of the hours he worked in the period between November 2022 and March 2023 (the deferred salary log); I find based on his oral evidence that he sent this document to the Respondent’s shared drop box at this time but did not follow up on this; based on his oral evidence I find that the reason he did not continue the log was because the Respondent’s financial situation was deteriorating – that is in line with him viewing the situation through the lens of shareholder and deciding to continue to bear a financial risk and inconsistent with there having been a board agreement in November 2022 as claimed. He also referred to two documents showing his work at two particular events (including spreadsheets setting out the hours worked by various ad hoc casual staff at these events and by himself) but he did not say that he had submitted these as evidence of work so that he could be paid or the hours recorded, even if to be deferred as regards payment. It was not disputed that he attended these events.[12]He therefore on his account worked without pay and continued to work without pay from November 2022 to when he left in February 2025. When he resigned on 1 February 2025 (page 21) he made no reference to any outstanding pay, deferred or otherwise. Throughout the period he had continued to bear the financial risk of the Respondent.[13]The Claimant said that after Mr Barton had been on holiday to India there was a discussion about employment contracts; Mr Barton said the discussion had instead been about how to divide the areas of work up between the directors. Even if there was a discussion about roles going forward the Claimant took no further steps to say anything about this until after he resigned. The Claimant may well have started to resent the time he felt he put into the business but took no further action.[14]The Claimant had a full time job with an unconnected company, Artless Wealth. Based on his oral evidence he booked a day off this role if he was going to be attending at the Respondent between Monday and Friday, or he was at the Respondent’s at the weekend. As regards the working week he could therefore only attend at the Respondent if Artless Wealth agreed he could take the day off. He could not be compelled by the Respondent to attend during the working week therefore in any event because it was up to Artless Wealth to allow any days off. The Respondent could therefore not impose hours/tasks on the Claimant during the working week and require him to attend. It was not therefore the case that the Respondent could make him drop everything (AA para 7). As regards weekends or evenings, the Claimant accepted in his oral evidence that he had turned down attending a weekend event on one occasion because he considered that he had recently done several other weekend events and so he thought it was excessive to do a further weekend event. There was further evidence of the work/tasks being declinable by the Claimant and in practice shared out between the shareholders and directors by agreement at pages 26,50,63,86,92,93. The Claimant accepted that there was no disciplinary consequence if he said he would not do a task (beyond what he called ‘verbal digs’). He accepted in his oral evidence that he could be on holiday as long as he and Mr Barton were not away at the same time. The Claimant taking a holiday was in any event subject to agreeing time off with Artless Wealth if it involved a weekday. This was all consistent with the arrangement being that the expectation for the Claimant and the other shareholders and directors was that they would do what they could to support the business in that capacity but were not required to attend at specific times or do particular tasks – matters were divided up by agreement depending on that individual’s availability/capacity. The fact that he took decisions and appeared to be acting like an employee to external individuals such as Mr Lelliot-Moore (who knew the Claimant as a client of his at Artless Wealth and as a customer of the Respondent), Mr Goss (a customer) and Mr Aryal (a customer) does not mean in the context of the Claimant’s situation as a shareholder-director that he had a contract to do anything more than that because his activities were just as consistent with that shareholder-director status; he could explicably take business decisions in those capacities without the need for any further contract.[15]The Claimant was however responsible for brew days until Mr Andrew Smith joined in May 2024 (see below) He was provided with the equipment necessary to do this including wellies and gloves. He wrote his own initials on his pair of gloves because he needed that particular size. The provision of such equipment in a business he was a part owner of and which he founded does not tend to show there was a contract in existence over and above his role as a shareholder-director.[16]The Claimant referred to shares for unpaid work made to two other directors (AA para 16, Mr Barton and Mr Pettitt, November 2025 shareholder minutes page 151). This was after the Claimant had resigned his directorship but had remained a shareholder. I find however that whilst this was in return for the extra work by them (as to when that work was is not identified) and may have felt very unfair to the Claimant it does not mean there was in fact an agreed deferred pay arrangement in place for the Claimant as claimed from November 2022, in turn relevant to whether there was a contract of some type, taking into account the way the parties in fact conducted themselves between November 2022 and February 2025 as regards the Claimant’s input into the business. The Claimant accepted in his oral evidence that the preference shares he had been allocated in 2024 was because of his director’s loan to the Respondent and not in lieu of pay for work which had not been paid.[17]In May 2024 the Respondent employed Mr Andrew Smith as brewer under an employment contract. Mr Smith was an experienced brewer with around 16 years’ experience. It is therefore not likely that the Claimant had to train Mr Smith as such (AA para 9) but they worked alongside each other for a period after Mr Smith started. Based on the Claimant’s oral evidence Mr Smith then took over the brew day responsibility. Mr Smith was not a director or shareholder of the Respondent. The employment contract with Mr Smith was an express arrangement with Mr Smith entered into at that time based on the Respondent’s deliberate decision to do so. It does not follow that the Claimant must therefore have had a contract of some type before Mr Smith’s appointment in the particular context of a small business the Claimant had founded with until then no permanent employees and only casual staff hired for particular events.[18]The Claimant was registered Customs and Excise as the Head Brewer (AA para 5). I find this to be a function of his having started the Respondent in 2019. That was explicable by his original founding role and his ongoing shareholding and directorship.[19]The Claimant referred in his claim to the Respondent’s failure to deal with his grievance. I find based on his oral evidence that he did not raise a grievance but had some discussions with Mr Spencer Pettitt around the time of the claimed comment in July 2024.[20]In early 2024 it came to the board’s attention that there had been an ongoing failure by the Claimant to disclose underpaid excise duty dating back to 2019 (BB para 11-12). The problem had arisen in 2019 before the other investors had joined and only came to light in 2024. Whilst that was a particular issue as regards the newer investors in their capacity as shareholders having invested in a company not knowing of this liability which had not after 2019 been resolved with HMRC, no disciplinary action was taken against the Claimant. Once the issue came to light it was kept at the shareholder level, even though it was serious.[21]When the Claimant resigned on 1 February 2025 (after a meeting on 31 January 2025 page 22) he was clearly only resigning his directorship (page 21). He refers to the reason being board deadlock. His concerns were exercising his pre-exemption rights as regards his shareholding and how the Respondent’s shares would be valued. He made no mention of being forced out or giving or not giving notice inconsistent with thinking he had any further obligations to the Respondent beyond his directorship. He explained at the hearing that this was because he was not aware of the rights he may have had but his approach when he resigned was in line with an understanding and past conduct which were inconsistent with there being contractual obligations on him beyond his role as director and shareholder.
Relevant law
[22]The first thing the Tribunal has to decide is whether there was a contract at all between the Claimant and the Respondent, running alongside his shareholding and directorship (Catt v English Table Tennis Association Limited [2022] EAT 125 para 45,50,55 also referring to the relevant factors set out in Gilham v Ministry of Justice [2019] UKSC 44 para 16). It is only if there was a contract that the Tribunal has to consider what type of contract that was. That contract could be express or implied. For there to be a contract there must be an intention to create legal relations (in this case beyond the shareholder, director capacities and legal obligations as such), certainty of terms and consideration.[23]If there was no express contract then consideration had to be given to whether there was an implied contract, implied from the parties’ conduct (Tod v Swim Wales [2018]EWHC 665 QB para 85,92,100). This involves a test of necessity ie is it necessary to imply a contract. It is for the party asserting that there is an implied contract to show that it is necessary to imply one.[24]Based on the above findings of fact there was no express contract entered into between the Claimant and the Respondent at any stage (whether, as put by the Claimant from the outset in 2019, or at any later stage). The Claimant asserts an agreement was at least reached in relation to pay in November 2022; he said it was to be deferred but gave no details of when it was claimed to have been agreed to be deferred to. For a brief period only he logged his hours (together with the two examples of when attending events); the fact that he did not continue to log his hours and send them in to the Respondent or raise the matter of payment is inconsistent with there having been an express agreement to pay him for his input, even if deferred. He may have wanted to be recognised for his work (and therefore log it to show his worth) but that does not mean the Respondent had agreed to any pay, deferred or otherwise. In the absence of the claimed express agreement to pay him for his input (albeit deferred) there was no express contract. There was no intention to create the legal relationship beyond the role he held as shareholder and director.[25]In the absence of an express agreement the issue is whether it is necessary to imply a contract taking into account all the circumstances. The Claimant was a shareholder and a director in a small company he himself had founded in 2019 although his shareholding reduced over time from being a majority shareholder to being a minority shareholder. However taking into account the above findings of fact and the small size of the Respondent, the Claimant’s undisputed input was explicable because he was a shareholder and a director of a small business he had founded and of which he had always been a director and a shareholder. The relationships of shareholder and director fully explained his input and the work he did. The absence of an intention to create legal relations (however much the Claimant might have wished to occupy a formal separately paid role and was resentful of his input not being recognised in the way he thought it should be) and the absence of any necessity are sufficient to mean that there was no implied contract.[26]I have considered the situation(a) at the outset (ie the Claimant’s case that he was claiming employment or worker status from 2019 when he set up the company) and(b) throughout the period 2019 up to when he left in February 2025, in particular from November 2022 and from May 2024. This was in case there was a shift or change at some point which changed his situation. I however conclude that throughout the period there was no express contract and no implied contract.[27]This means that the Claimant’s claims cannot proceed because the Tribunal does not have jurisdiction to hear them and they are all dismissed.