Mr W Bonar v Dalrada Financial Corporation and Others: 8002183/2024 and 8002185/2024

EMPLOYMENT TRIBUNALS (SCOTLAND)

Case No 8002183/2024, 8002185/2024

Between

Mr W BonarClaimant

Dalrada Financial Corporation and OthersRespondent

Before

Employment Judge A Jones

Ms Harvie, solicitor for claimant

Date 28 July 2025

JUDGMENT

[1]The claimant’s employer at the material time was the first respondent

[2]The claimant was wrongfully dismissed when the first respondent served counter notice on the claimant and the first respondent is ordered to pay to the claimant the net sum of net of £18,671.10 as compensation.

[3]The claimant was not constructively or unfairly dismissed by the first respondent.

[4]The claimant made protected disclosures and was subjected to a detriment by the first respondent on the ground that he made a protected disclosure in that the first respondent raised an action against him in the South Californian Court and the first respondent is ordered to pay the claimant an award in respect of injury to feelings of £15,000

[5]The claimant was not automatically unfairly dismissed.

[6]The claims against the second and third respondents are dismissed. INTRODUCTION

[1]The claimant had raised two claims against three respondents which had been combined. The case involves a complex corporate structure. The claimant had been a co-founder of the second respondent company whose shares had been owned by another company Silicon Services Consortium Europe Ltd until those shares were sold to the to the first respondent (‘DFC’) in April 2022. DFC is a corporation which has at times been listed on the NASDAQ in the USA. DFC is the parent company of the second and third respondents. The Chairman of that parent company is the claimant’s uncle, Brian Bonar, (‘BB’). Various members of the claimant’s family and that of BB’s family work or have worked for one or more of the respondents in this case or other related companies. The claimant’s cousin, who is the niece of BB, Julie Neil (‘JN’) instructed the respondents’ agent throughout the hearing and gave evidence in this case. She is the Chief Operating Officer of a company called Truecept Inc, which is a company which provides HR, payroll and risk management services for DFC and other companies in the USA. BB is also Chairman of that company.

[2]In simple terms, the companies which are the subject of these claims were companies which developed and built climate technology such as heat pumps and related semiconductors. DFC is also involved in healthcare but those subsidiaries are not relevant for the purposes of this claim. The claimant was latterly employed in the role of Executive Vice-President of Manufacturing and Research & Development although as set out below parties did not agree on the identity of the employer at the material time which was between July 2023 and 13 September 2024.

[3]The claimant claimed that he had been dismissed or constructively dismissed by one or more of the respondents. There was a dispute about the nature of the claimant’s role with DFC. He also claimed that he had been wrongfully dismissed, unfairly dismissed and automatically unfairly dismissed because he made protected disclosures. In addition, he alleged that he had been subjected to various detriments for having made protected disclosures. The respondents denied all claims and did not accept that the claimant had made protected disclosures.

[4]Parties had agreed a list of issues for determination by the Tribunal. The claimant had provided a Scott Schedule setting out the detail of the protected disclosures it was said had been made and the alleged detriments arising from the making of those disclosures. A joint bundle of documents was produced and both sides lodged supplemental bundles.

[5]The Tribunal heard initially from JN on behalf of the respondents on the basis that her husband had travelled from the US to provide support to her when giving evidence and could only be present for the first few days of the hearing. The claimant had no objection to this approach as JN was to be present thereafter to provide instructions to the respondents’ representative. The claimant then gave evidence as did Ms Jillian Hughes who had been the Chief Operating Officer of the UK subsidiary companies. The claimant’s wife also gave evidence. The Tribunal then heard from further witnesses for the respondents, Mr Anthony Zolezzi (‘AZ’), who was a board member of DFC and then from BB both of whom gave evidence remotely on the Cloud Video Platform. Parties provided very full and helpful written submissions and were given an opportunity to comment on the other side’s submissions orally. The Tribunal was very grateful to the manner in which representatives conducted the hearing and their detailed submissions. ISSUES TO DETERMINE

[6]While a more detailed list of issues was provided, in summary the issues for determination by the Tribunal were as follows. i. Who was the claimant’s employer? ii. Was the claimant dismissed, or did he resign? iii. Was any dismissal wrongful and/or unfair? iv. Did the claimant make any protected disclosures? v. If so, was he subjected to any detriments for having made those disclosures? vi. Was the claimant automatically unfairly dismissed (either in terms of an actual dismissal or a constructive dismissal) because he made a protected disclosure? vii. What if any compensation should be awarded to the claimant if he is successful in any of his claims? RELEVANT LAW Identity of employer

[7]The respondents’ submissions provided a helpful summary of the case law on the issue of dual employment. Reference was made to Cairns v Visteon UK Ltd

UKEAT/0494/06/JOJ

and Patel v Specsavers Optical Group Ltd EAT 0286/18, Fire Brigades Union v Embery

2023 IRLR 520

, EAT and United Taxis Ltd v Comolly and anor and another case

2023 EAT 93

and the claimant also made reference to the case of Autoclenz v Belcher, [2011] I.C.R. 1157 “to support the proposition that in employment contracts, where there is an inequality of bargaining power, the tribunal has freedom to consider all the circumstances of the case in order to identify what was the true agreement between the parties at the time the contract was entered into. In effect it is the same approach as if there was no written contract.” Wrongful dismissal

[8]The claimant relied on Harris and Russell Ltd. v Slingsby [1973] I.C.R. 454 to support the proposition that an employer’s counter-notice will convert an employee’s resignation into a dismissal in terms of section 95(1) ERA. The respondent relied on Attrill and ors v Dresdner Kleinwort Ltd and anor

2012 IRLR 553

, QBD, Abrahall and ors v Nottingham City Council and anor

2018 ICR 1425

, CA, Collymore v Capita Business Services Ltd EAT 162/98 and Solectron Scotland Ltd v Roper

[2004] IRLR 4

, FW Farnsworth Ltd and another v Lacy and others

[2012] EWHC 2830

, Wess v Science Museum Group EAT 0120/14 and Egbayelo v Ocado Central Services Ltd EAT 0028/19 to demonstrate that despite the claimant not signing his contract, he was bound by the terms of that contract and that the contract only provided for two weeks’ notice, therefore any argument that a term requiring the claimant to provide three months’ notice should be implied into the contract was not sustainable. Unfair Dismissal

[9]Section 94 of the Employment Rights Act 1996 (ERA) provides that an employee has the right not to be unfairly dismissed. For a dismissal to be fair:(a) it must be for one of the potentially fair reasons contained in the ERA; and

(b) the employer must have acted reasonably in treating the potentially fair reason as a sufficient reason for dismissing the employee in accordance with equity and substantial merits of the case in terms of section 98(4) of the ERA. It is for the Respondent to show the reason (or principal reason if more than one) for the dismissal (section 98(1)(a) of the ERA). It is for the Respondent to show the reason (or principal reason if more than one) for the dismissal (section 98(1)(a) of the ERA).

[10]Section 95 of ERA is in the following terms: “Circumstances in which an employee is dismissed.(1) For the purposes of this Part an employee is dismissed by his employer if (and, subject to subsection (2) . . . , only if)— (a)the contract under which he is employed is terminated by the employer (whether with or without notice), (b) he is employed under a limited-term contract and that contract terminates by virtue of the limiting event without being renewed under the same contract, or (c)the employee terminates the contract under which he is employed (with or without notice) in circumstances in which he is entitled to terminate it without notice by reason of the employer’s conduct.

(2) An employee shall be taken to be dismissed by his employer for the purposes of this Part if— (a)the employer gives notice to the employee to terminate his contract of employment, and (b)at a time within the period of that notice the employee gives notice to the employer to terminate the contract of employment on a date earlier than the date on which the employer’s notice is due to expire; and the reason for the dismissal is to be taken to be the reason for which the employer’s notice is given.

[11]The ACAS Code of Practice on Disciplinary and Grievance Procedures should be considered when determining the matter of fairness or otherwise of a dismissal in certain cases. In addition, a Tribunal should be mindful of not substituting its own view as to the whether the claimant ought to have been dismissed or not but focus on whether a respondent’s conduct was within a band of reasonable responses.

[12]The respondents made reference to the following authorities in submissions on the question of constructive dismissal: Western Excavating Limited v Sharp

[1978] QB 761

; Malik and Mahmud v Bank of Credit and Commerce International SA

[1997] UKHL 23

); Chindove v William Morrison Supermarkets plc EAT 0201/13; Cockram v Air Products plc

2014 ICR 1065

, EAT.

[13]Consideration was also given by the Tribunal to the case of Omar (appellant) v Epping Forest District Citizens Advice (respondent)

[2024] IRLR 92

, in which the EAT provided a recent very helpful summary of case law and recommended fourteen principles applicable to the construction of putative notices of dismissal or resignation. Protected disclosures

[14]Section 43B ERA sets out the definition of what will amount to a protected disclosure:(1) In this Part a “qualifying disclosure” means any disclosure of information which, in the reasonable belief of the worker making the disclosure, is made in the public interest and tends to show one or more of the following— (a)that a criminal offence has been committed, is being committed or is likely to be committed, (b)that a person has failed, is failing or is likely to fail to comply with any legal obligation to which he is subject, (c)that a miscarriage of justice has occurred, is occurring or is likely to occur, (d)that the health or safety of any individual has been, is being or is likely to be endangered, (e)that the environment has been, is being or is likely to be damaged, or (f)that information tending to show any matter falling within any one of the preceding paragraphs has been, is being or is likely to be deliberately concealed.

(2) For the purposes of subsection (1), it is immaterial whether the relevant failure occurred, occurs or would occur in the United Kingdom or elsewhere, and whether the law applying to it is that of the United Kingdom or of any other country or territory.

[15]Section 43C goes on to set out to whom a protected disclosure may be made (1) A qualifying disclosure is made in accordance with this section if the worker makes the disclosure — (a)to his employer, or (b)where the worker reasonably believes that the relevant failure relates solely or mainly to— (i)the conduct of a person other than his employer, or (ii)any other matter for which a person other than his employer has legal responsibility, to that other person. (2)A worker who, in accordance with a procedure whose use by him is authorised by his employer, makes a qualifying disclosure to a person other than his employer, is to be treated for the purposes of this Part as making the qualifying disclosure to his employer.

[16]Section 43G provides that (1)A qualifying disclosure is made in accordance with this section if— (b) the worker reasonably believes that the information disclosed, and any allegation contained in it, are substantially true, (c)he does not make the disclosure for purposes of personal gain, (d)any of the conditions in subsection (2) is met, and (e)in all the circumstances of the case, it is reasonable for him to make the disclosure. (2) The conditions referred to in subsection (1)(d) are— (a)that, at the time he makes the disclosure, the worker reasonably believes that he will be subjected to a detriment by his employer if he makes a disclosure to his employer or in accordance with section 43F, (b)that, in a case where no person is prescribed for the purposes of section 43F in relation to the relevant failure, the worker reasonably believes that it is likely that evidence relating to the relevant failure will be concealed or destroyed if he makes a disclosure to his employer, or (c)that the worker has previously made a disclosure of substantially the same information— (i)to his employer, or (ii)in accordance with section 43F. (3)In determining for the purposes of subsection (1)(e) whether it is reasonable for the worker to make the disclosure, regard shall be had, in particular, to— (a)the identity of the person to whom the disclosure is made, (b)the seriousness of the relevant failure, (c)whether the relevant failure is continuing or is likely to occur in the future, (d)whether the disclosure is made in breach of a duty of confidentiality owed by the employer to any other person, (e)in a case falling within subsection (2)(c)(i) or (ii), any action which the employer or the person to whom the previous disclosure in accordance with section 43F was made has taken or might reasonably be expected to have taken as a result of the previous disclosure, and (f)in a case falling within subsection (2)(c)(i), whether in making the disclosure to the employer the worker complied with any procedure whose use by him was authorised by the employer. (4)For the purposes of this section a subsequent disclosure may be regarded as a disclosure of substantially the same information as that disclosed by a previous disclosure as mentioned in subsection (2)(c) even though the subsequent disclosure extends to information about action taken or not taken by any person as a result of the previous disclosure.

[17]In determining whether the claimant made the alleged protected disclosures, the respondents’ submissions referred to Cavendish Munro Professional Risks Management Ltd v Geduld

[2010] IRLR 38

; Kilraine v London Borough of Wandsworth

[2016] IRLR 422

; Korashi v Abertawe Bro Morgannwg University Local Health Board

2012 IRLR 4

, EAT; Chesterton Global Ltd (t/a Chestertons) and anor v Nurmohamed (Public Concern at Work intervening)

2018 ICR 731

; Kealy v Westfield Community Development Association

2023 ICR 1298

and the claimant relied upon Onyango v Berkeley [2013] I.C.R. D17 as authority for the position that a protected disclosure can be made whether it was made during or after the termination of a claimant’s employment. Detriments

[18]Section 47B of ERA provides as follows: (1)A worker has the right not to be subjected to any detriment by any act, or any deliberate failure to act, by his employer done on the ground that the worker has made a protected disclosure. (1A)A worker (“W”) has the right not to be subjected to any detriment by any act, or any deliberate failure to act, done— (a)by another worker of W's employer in the course of that other worker's employment, or (b)by an agent of W's employer with the employer's authority, on the ground that W has made a protected disclosure. (1B)Where a worker is subjected to detriment by anything done as mentioned in subsection (1A), that thing is treated as also done by the worker's employer. (1C)For the purposes of subsection (1B), it is immaterial whether the thing is done with the knowledge or approval of the worker's employer. (1D)In proceedings against W's employer in respect of anything alleged to have been done as mentioned in subsection (1A)(a), it is a defence for the employer to show that the employer took all reasonable steps to prevent the other worker— (a)from doing that thing, or (b)from doing anything of that description. (1E)A worker or agent of W's employer is not liable by reason of subsection (1A) for doing something that subjects W to detriment if— (a)the worker or agent does that thing in reliance on a statement by the employer that doing it does not contravene this Act, and (b)it is reasonable for the worker or agent to rely on the statement. But this does not prevent the employer from being liable by reason of subsection (1B). (2) This section does not apply where— (a)the worker is an employee, and (b)the detriment in question amounts to dismissal (within the meaning of Part X). (3)For the purposes of this section, and of sections 48 and 49 so far as relating to this section, “ worker ”, “ worker’s contract ”, “ employment ” and “ employer ” have the extended meaning given by section 43K.

[19]Section 48(2) ERA addresses the burden of proof in relation to detriment claims. It provides that once a claimant had demonstrated that they have made a protected disclosure and that they have been subjected to a detriment by a respondent, the respondent is required to prove that the claimant was not subjected to the detriment on the ground that he made the protected disclosure.

[20]In relation to whether the claimant had been subjected to a detriment for making a protected disclosure, the respondent referred to Aspinall v MSI Mech Forge Ltd EAT 891/01 and the claimant made reference to Fecitt v NHS Manchester [2012] I.C.R 372. Automatically unfair dismissal

[21]Section 103A of ERA states that: An employee who is dismissed shall be regarded for the purposes of this Part as unfairly dismissed if the reason (or, if more than one, the principal reason) for the dismissal is that the employee made a protected disclosure

[22]In that regard, the respondent made reference to Abernethy v Mott, Hay and Anderson

1974 ICR 323

; Co-Operative Group Ltd v Baddeley

2014 EWCA Civ 658

, CA, and Croydon Health Services NHS Trust v Beatt

2017 ICR 1240

, CA and the claimant relied upon El-Megrisi v Azad University (IR) in Oxford

UKEAT/0448/08

. Findings in fact

[23]Having considered the evidence, the documents to which reference was made and the submissions of the parties, the Tribunal made the following findings in fact:

[24]The claimant set up a business with a co-director, Mr Mackenzie called Deposition Technology (‘Deptech’) around February 2004. That company was wholly owned by Silicon Services Consortium Europe Ltd (‘Silicon’). The claimant was a director and employee of Deptech. He did not have a written contract of employment.

[25]The claimant founded another company called Dalrada Technology with his cousin Pauline Gourdie around 2016. Ms Gourdie (‘PG’) is the daughter of BB and Chief of Staff of DFC. Dalrada Technology did not actively trade at that time.

[26]In April 2022, the shares of Silicon were sold to a company called Dalrada Precision Corporation which was a wholly owned subsidiary of DFC. The stock purchase agreement of that sale had a provision at paragraph 11.10 in relation to termination which stated “The Selling Shareholders retain the right to cancel the agreement after closing and assignation of stock to DFCO, but before final share payment has been made, on the condition that all DFCO stock is returned, or current value thereof, on the condition that the Parties find themselves in an unresolvable situation”.

[27]BB had a long-term aim of involving the claimant in the group companies with a view to the claimant having a seat on the group company board and as a potential future Chair of the corporation. DFC is the parent company of various companies in the US, UK and Europe and is involved in healthcare as well as energy solutions.

[28]The claimant has excellent technical skills in relation to engineering and software development.

[29]Jillian Hughes who had previously worked with the claimant was engaged by Dalrada Technology in May 2023 as Chief Operating Officer. She is not a chartered accountant but has significant experience and qualifications in relation audit management and accountancy.

[30]The organisational structure of DFC was in constant flux from the time of the share sale of Deptech until the termination of the claimant’s employment and various efforts were made to amend and/or clarify the structure and reporting lines of DFC during that period. PG sent a proposed leadership structure to the claimant on 22 June 2023 by email. The claimant’s title in that structure was Executive Vice-President of Research, Development and Manufacturing and he reported to BB.

[31]The claimant respondent on 28 June 2023 stating “If I will have a new title, will that be a DFCO title and if so will I be on DFCO payroll and removing myself form UK payroll? How is that planned to work?” Until that time, the claimant continued to be paid through Deptech in the same manner as prior to the share sale.

[32]JN sent the claimant a letter by email attachment on 8 August 2023 with a draft letter of appointment, which was backdated to 1 July 2023. The claimant responded by indicating that this was not the compensation package which had been agreed with BB and after further communications a revised letter of appointment was sent to him. This letter was not signed by the claimant or BB.

[33]There was a further exchange of emails between the claimant and BB regarding compensation to be paid to the claimant on 25 and 26 July, where BB indicated that “The payroll needs to be rolled into one and Jillan (Hughes) needs to manage that accordingly. Does not matter who I fund but I will from all income of the corporation.”

[34]In September 2023, the claimant was considering moving house which would likely involve obtaining a new mortgage. The mortgage provider asked the claimant to provide proof of earnings. The claimant sent an email to JN on 1 September, indicating that the letter of appointment he had been provided with was not sufficient for his mortgage application and asking for documentation which showed his salary and employer.

[35]A pro-forma contract used by DFC for staff employed in the US was provided to the claimant on 5 September 2023 when the claimant was on holiday with his family in the US. The contract accurately set out the details of the claimant’s financial package which had been agreed. A version of the contract which was signed by BB was sent to the claimant on 8 September. The claimant did not ever sign that contract. In the event the claimant did not require to change mortgage suppliers and did not need to produce a signed contract of employment.

[36]The contract provided to the claimant set out that from 1 July 2023 his salary would be £165,000 with a car allowance of £1000 per month and quarterly performance bonuses of £15,000. This represented a significant increase in the claimant’s salary from what he had received to that date.

[37]After the share sale, over time, the claimant took on additional responsibilities both in the UK in relation to other subsidiary companies owned by DFC and in relation to the business of DFC in the US.

[38]After the share sale, the claimant carried out work and became a director of another UK subsidiary of DFC, called Likido Ltd which produced heat pumps and had been acquired by DFC around 2019 after an insolvency when it acquired the goodwill and stock of Likido Ltd.

[39]The claimant did not ever sign a contract of employment with any of the respondents or agree the terms of a job description. The operations of DFC were dynamic and fast moving and the claimant was not part of any clear reporting structure although he accepted that he reported to BB.

[40]Prior to the share sale of the Deptech business, the claimant had ensured that paperwork for orders was completed in accordance with general accountancy principles in the UK.

[41]The claimant’s salary was paid by Dalrada Technology (‘DT”) from around September 2023. DFC transferred funds to DT and DT recorded these payments as expenses on the company’s profit and loss. The sums transferred by DFC were used to pay staff who were employed by DT, Deptech and Likido Ltd.

[42]DFC was making efforts to expand its operations into Morrocco, and it entered into various agreements from around August 2023 with various companies to that end. No orders were placed with any of DFC companies at that time from the contacts in Morocco. A company called Crown Glory Holdings Ltd, which had links to the Moroccan Royal Family expressed an intention to place orders in the future.

[43]The cashflow of the UK subsidiaries of DFC became increasingly problematic during 2023 and the subsidiary companies relied on funds being provided to them by DFC to allow them to continue to trade.

[44]Around October 2023, the claimant was informed that an order had been received from Morocco and that a 50% deposit of this order would be paid to DT. The claimant raised concerns about this order with DFC’s Head of Sales and Marketing, David Pickett (“DP”) in an email of 24 October 2023. The claimant was concerned to identify the contacts at the company in Morocco as the document he had been provided with had a gmail email address which did not seem in keeping with a company likely to be in a position to place such a significant order. DP did not provide the information being sought by the claimant and BB intervened in the email exchange between the claimant and DP on 25 October 2023. BB indicated to the claimant that DP had persuaded the client to pay 100% of the payment due (which amounted to almost 1.5 million euros) in the week of 6 November 2023. That payment or indeed any payment did not materialise, and no order was formally placed by Crown Glory Holdings Ltd with the respondents during the course of the claimant’s employment.

[45]The claimant signed off on the accounts of Likido Limited on 12 October 2023.

[46]The claimant sent an email to BB on 14 December 2023 raising various concerns and in particular stated “I am done with the attempts at manipulating financial data and earnings”. In a further email on 15 December 2023, the claimant stated to BB “I can categorically tell you now that the corporation and individuals within it have doctored documentation and violated both the SEC act and Sarbannes Oxley act and that puts the entire corporation at risk.” The claimant was referring in his email to the potential transaction from Morocco and a transaction with a company called Apclen, which was based in Spain.

[47]BB responded by indicating that he would call an emergency board meeting to discuss the claimant’s concerns and asked the claimant to provide details to support his concerns and allegations.

[48]The claimant responded to BB on 15 December 2023 by email stating “That is not a problem. I have copies of all emails requesting documents be modified, I have the original documents that were sent and I have copies of modified documents that were subsequently submitted to auditors. I have a complete trail of requests for purchase orders for the Apclen order and the lack of corroborating documents provided by sales. Revenue has been recognized for systems in storage for multiple quarters with invoices unpaid. Same for Morocco, and questionable order and multiple attempts to have the Moroccan customer acknowledge receipt of open invoices going beyond a quarter. In none of these cases should revenue have been recognized. The Apclen deal has been highlighted by the UK auditors, and I guess so will the Moroccan deal at the next audit. Even as recently as this week David asked/told Kyle to get Jillian to recognise revenue for the GSA systems. And even though that hasn’t happened, the attempt was made and that behaviour is unacceptable. This is all tantamount to market manipulation which is also illegal.”

[49]BB responded to the claimant’s suggestion that he could provide information directly to the SEC and auditors, “That also is your option and if it will help I can get you who to contact.”

[50]DFC had an audit committee which was a sub-committee of the Board of directors. It was made up of three directors, Vince Monteparte (‘VM’), Anthony Zolezzi (‘AZ’) and Heather McMahon. VM wrote to the claimant stating that the committee wanted the claimant to provide all specific details of his concerns “along with appropriate backup” and that they would speak to the claimant on 18 December. Although the email from VM was signed off on behalf of all three directors, the email was not copied to Ms McMahon.

[51]In response the claimant sent an email on 17 December with a number of documents and further details of his concerns. The claimant stated “This type of behaviour is not acceptable. I have made many attempts to make sure revenue is recognized as and when it should be and every quarter there is a push to find ways to recognise revenue where there has been little or none.”

[52]The documents provided by the claimant to the audit committee included correspondence from DP asking the claimant to provide documentation for an order (the Apclen order) with a date of export of 24/3/23. The claimant also sent a document from a freight company with what the claimant said was the correct date of export of 29/6/23 which had been provided to DP in response to DP’s request. In addition, the claimant sent a document bearing to be from the freight company which had been subsequently sent to the auditor by DP with a date of export of 29/3/23. The claimant alleged that DP had altered the document sent by the claimant to DP before sending to the auditor in order to show a delivery date within an earlier financial quarter. There were a number of other respects in which the document sent by DP showed alterations from the original which had been sent to DP by the claimant.

[53]The claimant had by this stage formed a genuine and reasonable belief that financial malpractice had taken place in relation to both the Apclen and Moroccan transactions.

[54]A zoom call took place between the claimant, VM and AZ on 18 December 2023. The claimant took notes at that meeting. No formal notes were taken of the meeting. No reason was provided to the claimant for Ms McMahon’s absence. The claimant was informed that a thorough investigation would be conducted to confirm the authenticity of the documents provided by the claimant and the chain of custody. There was discussion as to whether DP should be removed from his role or transferred. VM and AZ were critical of the administrative practices of DP but recognised that he was a good salesman. A further meeting was scheduled for the following day.

[55]At the meeting on 19 December, held on zoom between the claimant, VM and AZ the Moroccan order was discussed. A further meeting was arranged for 21 December. Neither AZ nor VM logged on zoom for the planned meeting on 21 December 2023.

[56]The claimant sent AZ and VM an email on 21 December indicating his disappointment that the scheduled meeting had not gone ahead that day. VM responded by indicating “When we spoke, Monday on the phone both Anthony and I said we were going to investigate this matter. That process is still ongoing and due to the holidays it will take longer. Once done we will notify you of any significant findings.” The claimant responded by indicating that he had taken minutes for the meetings and asked what further investigations were taking place.

[57]On 24 December 2023, AZ emailed the claimant and informed him that he and VM had not found any “documents, emails or any other evidence to support any miss representation of revenues or document any interference”. The email went on to state that unless the claimant provided AZ with further documentation to support his allegations, by 5 January the matter would be closed. The email also stated “As it relates to your issue with David Pickett you have made it very clear that you have a personality problem with David but as you know personality issues are not dealt with through termination or suspension.” The claimant had not done or said anything to suggest that he had a personality problem with DP but had alleged that DP had altered a document.

[58]No written record was kept of any investigations conducted by VM or AZ. They did not take statements from any potential witnesses and did not draft any written report to set out the basis of their finding that the claimant had a personality issue with DP. The investigation was wholly inadequate.

[59]BB expressed the view to VM and AZ in December 2023 that in order to uphold the claimant’s allegations, it would be necessary to identify evidence which proved ‘beyond doubt’ that DP had forged the document. He did not at any time clarify what evidence may satisfy that requirement. BB was responsible for closing down any investigation conducted by VM and AZ.

[60]As the claimant was dissatisfied with the position of VM and AZ, he sent an email to JN on 24 December indicating that he had initiated a complaint to the SEC in the USA regarding financial misconduct, forging documentation and market manipulation, mainly by David Pickett. JN was responsible for HR matters for DFC and the group companies. JN stated that Rachel Henton who was her company’s HR Director would investigate the matters in the new year. The claimant replied stating that he was having a one to one with BB on his return over the matter and that he was hopeful it could be resolved at that time. The claimant sent Ms Henton the documents he had previously provided to VM and AZ.

[61]Ms Henton then met with claimant remotely 4 January 2024. Notes of that meeting were taken.

[62]Ms Henton had arranged meetings with various relevant individuals over the next few days to continue her investigations following her meeting with the claimant. However, she then sent emails on 5 January to those individuals indicating that she had been asked to put the meetings on hold. No further investigations were carried out by Ms Henton and she did not prepare a report or reach any findings into the claimant’s allegations. She had been told to put the investigation on hold by BB.

[63]On 5 January 2024 BB sent an email to the claimant which was aggressive in tone and content and stated “I am disappointed to note that you chose to discuss your concerns with many other employees and Board members prior to involving myself, your direct supervisor. With immediate effect, you are to direct any and all communication directly to me and no one else within the company to avoid any further insubordination. If you choose please also engage with any outside agency that you deem necessary. ……Nothing to date shows that any wrongdoing has occurred.” The claimant had first raised his concerns with BB.

[64]On 7 January 2024, the claimant emailed Ms Henton and asked for a copy of any employment contract held in relation to him. He stated “I have an incomplete copy signed by Brian Bonar, you sent on the 6th September, but has never been signed and returned by myself because the details are incorrect or incomplete”.

[65]JN emailed the claimant on 7 January to indicate that legal counsel had been retained in both the UK and the US which were purely HR in nature and that they would handle the investigation into the claimant’s allegations going forward.

[66]Ms Henton provided the claimant with a copy of the contract which had been sent to him in September 2023 by email on 8 January 2024. The claimant did not raise any concerns at that stage that the terms of the contract were inaccurate or that it did not accurately reflect his employment status.

[67]BB had asked Jillian Hughes to look at the documents in relation to the Apclen transaction. She responded to BB on 9 January 2024 by email stating that “On 19th September David (Pickett) sent an email to Kyle with the Apclen documents attached – in his email trail he indicates ‘ Pick up date was 29th March, pick up doc attached’. This is 100% incorrect and I have confirmed this with the shipping company and confirmed on original document. …..On comparing and contrasting the 2 documents, in my professional opinion, it is not questionable that these documents were modified. However, I disagree with Bills assessment that the document was ‘tippexed’. There are many errors on the modified document consistent with a PDF scan which has been change to word using OCR (character recognition) and dates modified. During OCR you can clearly see that many of the words and characters have not been recognised properly. There are too many errors on the comparison to list – but clearly the dates have been changed, the handwritten date and time have been cleared and retyped, and the modified document is, in my opinion, a mess. I hope this gives you some more clarity, this review was done in a professional capacity. I have briefly reviewed some other documentation during this investigation, and I can conclude that, in my opinion, there has been repeated requests for dates on documents to be changed. The UK entity has refused to participate in behaviour of this type.”

[68]The claimant attended a DFC board meeting in California on 15 January 2024 at which he made a presentation. The claimant was assured around the time of this meeting by BB that an international ethics committee would be set up to ensure that nothing similar to the concerns he had raised would happen again and that the concerns he had raised would be dealt with.

[69]DFC posted a Form 8-K with the Securities and Exchange Commission on 16 January 2024 stating that “the Company was notified by an employee that there may have been an issue with Company’s internal processes and procedures. The Company notified Human Resources and requested that it investigate the issue. The investigation is on-going and has to date indicated that there was no wrongdoing on the part of the Company. The Company has also engaged both internal and external Human Resource legal counsel to assist in the investigation.” A Form 8-K is required to be posted by a publicly traded company in the USA when a material event occurs which would be of relevance to shareholders. No investigation was ongoing by HR at this point as it had been put on hold on the instructions of BB.

[70]No UK law firm was involved in investigating the claimant’s allegations. A US attorney workplace investigator called Kym LeGolvan was appointed by BB to investigate matters and she made contact with the claimant on 8 January 2024. She corresponded with the claimant and met him remotely. The claimant provided her with the documents he had previously provided. He also provided her with additional documents regarding the putative Moroccan transaction. When the claimant had raised concerns about whether funds would be received in relation to this transaction, he received an email which bore to be from the contact the claimant had been informed was placing the order from Morocco. However, the email had been sent from a domain name email address which had been created on the same day as the date of the email, and the email address was similar to but not the same as the domain name for the company which had previously been provided. The claimant provided the email concerned and the original purchase order. The claimant also provided evidence that the domain name had been created the day of the email being sent (13 November 2023). The claimant highlighted these inconsistencies to Ms LeGolvan.

[71]Kym LeGolvan emailed BB and JN on 2 February 2024 and stated “by way of brief update, I’m working on the report and will send it to you as soon as its done. In the meantime, to confirm, my findings are inconclusive. As discussed, the evidence available does not prove or disprove that David falsified the March 2023 Caledonian Freight Shipping invoice.” No report was ever produced to the respondent. There was no evidence that Ms McGolvan had ever carried out any investigations to the Moroccan transaction and the concerns raised by the claimant in that regard.

[72]DFC lodged a further Form 8-K on 2 February 2024 which stated “As a follow up to the Form 8-K filed January 16, 2024, in which the Company was notified by an employee that there may have been an issue in the process and procedure used in a transaction. The third-party investigators which the Company engaged, concluded that there was no issue and the Company has closed the matter.” That filing did not accurately represent the terms of the email from Kym LeGolvan. The form was signed by BB.

[73]JN and AZ met with staff at the Scottish subsidiaries on 15 January 2024. Jillian Hughes informed them that she was 100% confident that the shipping document sent to DP had been amended before he sent it on to auditors for the purpose of the audit.

[74]In April 2024, BB informed the claimant that he intended to propose that the claimant be appointed to the board of DFC at the end of the fiscal year at a board meeting to take place in August 2024.

[75]In early June 2024 the claimant became aware that DFC intended to appoint DP to the board of the Spanish subsidiary company, Dalrada Spain. At that time the claimant was the only director of that subsidiary. The claimant contacted BB to voice his concerns over any such appointment. The claimant then set out the concerns he had over the conduct of DP which had previously been raised by him. He also stated that “the last investigation was a farce”.

[76]On 22 July 2024, the Chief Financial Officer of DFC contacted various individuals to inform them that the UK auditors had targeted the Apclen account (which was the matter to which the freight shipping note related) for testing.

[77]On 9 August 2024, the DFC board meeting in August was cancelled and rearranged for a date in September. The meeting did not take place until November 2024.

[78]Around this time, further restructuring within DFC and its subsidiaries was being proposed and draft organisational structures were circulated.

[79]Jillian Hughes resigned from her employment with DT on 29 August 2024 with three months’ notice. The claimant sent an email to PG on 29 August informing her of this and indicating that he was “following suit” and that “My resignation letter will be with the board tomorrow.”

[80]The claimant then sent a letter of resignation by email on 30 August 2024. He stated “Please accept this letter as formal notification of my resignation from the position of Executive Vice President of Manufacturing and R&D for Dalrada Financial Corporation effective 30 November 2024. During my time at Dalrada and its subsidiaries, it has been a pleasure working alongside many talented individuals. I believe the company has great potential for growth and success, if those individuals were encouraged and allowed to perform to their full potential. However, it is evident that the culture and micro-management from corporate continues to stifle these talented team members. I have grown increasingly concerned about several critical issues that, in my view are impeding the corporations’ progress and putting the corporation’s future at risk. I have previously presented to this board, serious shortcomings in the company’s Corporate Governance and Ethics, and potential fraud, which I do not believe was investigated fully and appropriately or corrective action taken.”

[81]On 3 September 2024, BB emailed the claimant stating that he could set up a video conference call so BB could speak to all employees in Scotland advising them of the future plans at Dalrada worldwide. BB did not make any reference to the claimant’s resignation at this stage, and no one had written or spoken to the claimant to accept his resignation.

[82]The claimant replied indicating “We have already had a communication meeting with everyone, and they have been informed now officially that Jillian has resigned her post, but will continue to advise and assist Deptec in the future. The employees were also informed of my resignation as EVP of Manufacturing and R&D. They were informed that I did not have the bandwidth to perform those duties at the corporate level, but my plan was to perform my duties as a Director of the subsidiaries. ……I have said this before, but right now things are on a knife edge and how this is played over the next week or two is either going to kill or cure this corporation. As I have already said, I think we should have a direct discussion so we can set a path forward.”

[83]BB then wrote to the claimant on 4 September accepting the claimant’s “resignation from employment”. BB also indicated that the claimant was not required to work the notice period he had provided as his contract only required him to provide two weeks’ notice.

[84]Further correspondence was sent by BB to the claimant on 6 September informing him that JN and AZ would be in Scotland on 12 September to visit the site. The claimant was also required to provide access to various information which was requested by BB.

[85]By this time lawyers had been instructed by both parties.

[86]The claimant responded to BB’s letter of 6 September raising concerns regarding the security of data and various other matters and stated “I would sincerely advise you not to proceed with your current timeline and proposed course of action as this will cause irreparable damage to all parties, especially the subsidiaries and their employees, but that seems to be of no concern to you.”

[87]On 2 September the US accountants of DFC, who were conducting an audit contacted Jillian Hughes (‘JH’) for information regarding the Apclen contract which had been the subject of concerns raised by the claimant in December 2023. JH was advised that a board resolution would be preferable for the write off of $611,365 which had been made in relation to the transaction. JH then forwarded the emails to the CFO of DFC stating “Please see below request from auditor on the write off of Apclen debt. This was instructed by the USA and not from Likido board of directors following a resolution. Only information I have is emails between Kyle and I advising it to be written off. We do not even have requests to the customer chasing this debt due to the nature of this transaction. This would be normal practice.” BB then sent an email to Kyle McCollum which said “Speak to me about this today.” The claimant then became involved in the email exchange and indicated that in his opinion, the transaction was “based on fraudulent paperwork submitted to previous auditors and in attempt to falsely inflate quarterly figures.”

[88]A board meeting of the Likido board (the company to which the Apclen debt was due) was then called for 12 September. The claimant wrote to the members of the board on 10 September with documentation to support his allegations of financial malpractice. The board meeting took place after the claimant had met with JN and AZ that day. At the board meeting the claimant presented his evidence regarding the concerns he had raised. AZ stated that the previous investigation into the altered shipping documents was inconclusive as to proof the document was altered or modified and by whom. BB stated that he agreed and that there was no clear evidence which would expose the person who allegedly altered the document. BB also stated that the investigation had been conducted from an HR and financial point of view.

[89]BB wrote to the claimant on 10 September setting out various information which was to be provided to JN and AZ on their visit to Scotland and seeking to address the claimant’s concerns regarding the security of data.

[90]The claimant met with JN and AZ on 12 September 2024 in a meeting room at the W Hotel in Edinburgh. JN took brief notes and recorded her recollection of this meeting in more detail in writing later that night, although this was not a formal minute and the notes were not provided to the claimant. When JN indicated that they were there to discuss the claimant’s recent resignation, the claimant stated that he had only resigned from his position as EVP of Manufacturing and R&D and would be staying on working as Director of the UK subsidiaries. JN informed him that they were not aware of any other contracts that allowed him to continue to work in that role. She stated that the claimant’s resignation had been accepted and would be effective from the following day at 5pm. The claimant was asked what he wanted to happen. He said that he wanted control of Deptec back and that he could continue to work with DFC as long as he could do so without interference from the US. JN told the claimant that this was outside of her authority but that she would discuss it with BB.

[91]On the evening of 12 September, JN and AZ had various discussions with BB and between themselves by phone and text message regarding whether and in what role the claimant could continue to work for the company or one of its subsidiaries.

[92]On 13 September a further meeting took place between JN, AZ and the claimant. JN had suggested to the claimant’s wife the previous day, at the suggestion of BB, that the claimant and his wife could take a holiday to consider the claimant’s future with the company. The claimant told JN and AZ that he did not want to take a holiday. He asked whether the intention was that he was to be dismissed now and discuss a future role on his return from leave. JN confirmed that his employment would be terminated that day but that they could have further discussions on his return from holiday. The claimant was told he was being dismissed. The possibility of a consultancy role was raised with the claimant which could be discussed further with him on his return from leave. The claimant reiterated that he did not want to go on leave and JN confirmed that he was being dismissed from that date.

[93]A further Likido Board meeting took place on 30 September at which the claimant was not present. At that meeting, there was a discussion that emails from a member of staff who had left employment of Likido in April 2024 were no longer available. A motion was made and seconded that the company should move on from the investigations into the allegations which had been made by the claimant in relation to the Apclen transaction.

[94]The claimant contacted the accountants of DFC who were conducting the audit of its companies in the US by email on 30 September outlining his concerns regarding the Apclen transaction. The claimant was not aware that stage whether or not the auditors were about to complete their audit.

[95]The auditors then wrote to DFC in relation to the claimant’s email stating “We circled up with our risk management team and will need specific auditable support and rebuttals or discussions around these accusations. At this stage we will need to be pencils down until we can get this issue resolved.” The email made no reference to this decision having been made because of the timing of the concerns in relation to the audit process. The auditors subsequently resigned from their position as auditors for DFC and DFC appointed new auditors.

[96]There was then a flurry of correspondence between solicitors acting for the claimant and the respondents regarding the provision of information and documents and the extent to which that correspondence was intended to prevent the claimant from pursuing his concerns. There was nothing in that correspondence from either party which was outwith what might be expected from solicitors acting in a dispute of this nature.

[97]The claimant lodged complaints with the Securities Exchange Commission in the USA regarding DFC including in relation to the Apclen and Moroccan transactions in January and October 2024.

[98]The claimant’s wife and son were dismissed from their employment with the respondents on 8 November 2024 by phone which was then confirmed in writing.

[99]DFC and the third respondent then raised an action against the claimant, his wife, Mr Mackenzie, Mrs Mackenzie, Jillian Hughes and 50 unnamed individuals in the Southern District of California around 12 November 2024. BB signed verification that the matters stated in that complaint were true on 15 November. At paragraph 44 of that action, the terms of the email which had been sent by Kym LeGolvan to the respondent were inaccurately recorded as suggesting that she had stated that her findings regarding the altered shipping document were “inconclusive and that the evidence available all of which was provided by William, did not prove or disprove that the documents were falsified.” The action also stated at paragraph 74, “William continues to file false reports, make unsubstantiated claims regarding misconduct by Plaintiffs which has led to a significant drop in the Plaintiffs’ stock price and caused the resignation of the Plaintiff’s audit firm, the incurring of substantial legal fees, the loss of employees and damage to the Plaintiffs’ reputation.”

[100]Paragraphs 78-82 state:78. Beginning in December 2023, Defendant William made and published false, misleading and disparaging statements regarding Plaintiffs, its corporate executives without evidence to support his baseless claims.

79. William has and continues to make disparaging remarks and meritless accusations against Plaintiff to is current and potential customers and current employees.

80. These statements, as set forth above and as evidenced in attached exhibits, were made to specific audiences such as the SEC and Plaintiff’s auditors with the intent to harm Plaintiffs.

81. Defendant William knew or should have known that the statements were false or acted with reckless disregard for their truth or falsity.

82. As a direct and proximate result of Defendant’s statements, Plaintiffs have suffered substantial harm, including, but not limited to, loss of business, damage to reputation, loss of prospective business relations and financial harm in an amount to be determined at trial.”

[101]The claimant has been required to instruct agents in the US in order to defend the action which has been raised against him. The claimant’s agents have sought to strike out the action against him under Anti-SLAPP provisions in the California Code of Civil Procedure.

[102]The claimant has sought to secure alternative employment since September 2024 without success. He has now set up a new company with although he has not yet drawn a salary from that company. He is likely to be able to commence taking a salary of £80,000 per annum around the end of September 2025 and while he does not expect to be able to draw a salary £165,000 again, he does expect his salary to increase over time.

[103]The directors of DFC do not receive remuneration for their Board roles.

[104]An international ethics committee has not been set up by DFC.

[105]The circumstances surrounding the claimant’s resignation and subsequent action by the respondents impacted significantly on the claimant’s mental health, such that the claimant’s wife was concerned that he may take his own life. The claimant had difficulty sleeping, became depressed, was prescribed medication for that depression and the Tribunal accepted the claimant’s wife’s evidence that he had become a “shell of himself.”

[106]The respondents have never properly investigated whether the claimant or anyone else took directors’ loans or were repaid expenses after the share sale of Deptech to DFC. Observations on the evidence

[107]A number of the witnesses who gave evidence for both the claimant and respondents were members of the same family. That inevitably added a degree of emotion to the manner in which such evidence was given. References were made by both sides to the impact the facts surrounding this case had had on the family dynamics and the Tribunal bore this in mind when considering the evidence which had been given. This position made it all the more important to take account of what contemporaneous written evidence existed, given that it was apparent that both sides had created their own confirmed view of the narrative of events and who was responsible for disputes, which was likely to have been influenced by the passage of time.

[108]Notwithstanding the above, the Tribunal found the claimant and JN to have sought to give their evidence in as straightforward a manner as possible. While the claimant was occasionally at fault by not answering questions directly and insisting on repeating the same evidence, in the context of the case, he was still a credible witness. The Tribunal generally preferred his evidence and that of the witnesses called on his behalf where there was any dispute with the evidence of the respondents’ witnesses.

[109]Mrs Bonar’s evidence was relevant in relation to the impact of the circumstances surrounding this case on the claimant’s health. Her evidence in that regard was credible, reliable and balanced. She did not seek to exaggerate her evidence in any manner and the Tribunal found her evidence to be compelling.

[110]Jillian Hughes was a straightforward witness who answered questions directly and was both credible and reliable in her evidence.

[111]As stated above JN sought to give her evidence in a straightforward manner and was generally a credible witness.

[112]AZ was an unsatisfactory witness. His evidence was at various times, contradictory, exaggerated and inconsistent. He often did not answer questions, despite being reminded to do so, but answered questions he would have preferred had been asked. This was the case both in examination in chief and cross examination. He also took every opportunity to criticise the claimant and his performance without reference to any documentary evidence to support his criticisms. His evidence was at times extravagant and appeared to be designed to fit the state of facts he had wished existed rather than the contemporaneous documentation. By way of example, he insisted that Ms McMahon was not part of the audit committee, despite her name being on emails which bore to be from the audit committee and BB having given evidence that she was in fact on the audit committee. AZ then suggested that Ms McMahon had in fact been part of the committee and had reviewed the investigations conducted by VM and himself. He also tried to suggest that efforts had been made to find the emails of a member of staff in the UK during whatever investigations he carried out in December 2023, which was simply not true. He kept repeating that the only outcome the claimant wanted to all the investigation was to have DP dismissed, which was not borne out by the written evidence. He also repeated on a number of occasions, without evidence to support his position, that the claimant had resigned on ten to fifteen occasions prior to August 2024. The Tribunal did not find his evidence to be reliable.

[113]While the Tribunal recognised the added tension that giving evidence regarding family members was likely to bring, the Tribunal found BB to often be unduly aggressive and dismissive in his evidence. His response to much of the claimant’s case when put to him was dismissive and he regularly laughed at questions or statements which were put to him for comment. He also suggested that the claimant had some health issues inferring some kind of mental health problem which had caused him to act the way he had. At one point in his evidence he said, “I can only believe that his (the claimant’s) medical condition is making him unable to hold on to rational thought.” Such evidence was entirely unnecessary and in no way relevant to questions asked of the witness. He continued to maintain that the claimant’s concerns had been fully investigated and found not to have been established, despite no documentation having been produced to demonstrate what steps anyone, whether the audit committee, HR or external counsel had taken to obtain, collate and analyse information which was relevant to the concerns. The Tribunal came to the view that BB had directed any investigations which had been carried out and provided instructions as to when the enquiries should cease, all of which ceased prior to any report or written summary of investigations being provided (other than that of Ms Hughes). While on the one hand BB suggested that he did not get involved in the day-to-day conduct of the business, he also gave evidence about personally phoning suppliers in the UK whose bills had not been paid and speaking directly to those involved in the Apclen and Moroccan transactions. It was clear to the Tribunal that in fact BB did take an active part in the day to day operations of DFC. BB also made clear that in order to take any action in relation to the claimant’s concerns, he would have to be provided with categorical evidence which proved beyond doubt that DP had done something inappropriate. DISCUSSION AND DECISION Identity of the employer

[114]It was first necessary to identify who the claimant was employed by at the material time which was the period after the share sale to the termination of the claimant’s employment. The respondent’s position was that the claimant was employed by DFC only. It recognised that his service with Deptech was continuous with that employment and therefore that his service commenced in February 2004 when he commenced work for that company. That concession was made at the commencement of the final hearing. While at an earlier stage in the proceedings, consideration had been given to addressing this issue as a preliminary matter, it was agreed that the matter would be determined at the final hearing, which given the complicated corporate structure of the various the companies which were referred to in this case, had been a prudent decision.

[115]The claimant’s case was that he was employed principally by Deptech or possibly by Dalrada Technology after its inception and that any role in DFC was in addition to his principal employment. The claimant’s position on this issue was somewhat confusing. The claimant was unable to produce any written contracts of employment to support his position and could not set out with any clarity the terms of any of the contracts of employment he was said to have had with any company other than DFC. While he pointed to a recognition that he received the same holiday entitlement as others employed by the second or third respondents, he could not state what his salary was from either other respondent, and the issue of leave was not in the Tribunal’s view material. It appeared that the claimant simply continued to have the same leave entitlement as he had in his previous role.

[116]Employment status and therefore the requirement to identify an employer can be a question of both fact and law. In the case of Carmichael and anor v National Power plc

1999 ICR 1226

, HL, the House of Lords held that the question of whether a claimant is an employee is a question of law where the intention of the parties is clear from the documents. However, in circumstances, such as the present case, where it is necessary to identify the parties’ intentions from documents and the conduct of the parties, the terms of the contract are a question of fact.

[117]In the present case, there seemed to be little dispute that the claimant had originally been employed by Deptech. It was the first company which was formed. Dalrada Technology was set up some years later and remained a dormant company until the share sale of Deptech. At some point after the share sale, the claimant’s salary began to be paid by Dalrada Technology. This was at the claimant’s request so that the details of his salary would not be visible to others in Deptech (in particular his wife and Mr McKenzie). The claimant’s salary was substantially increased in 2023 after the share sale of Deptech took place. Deptech had by this stage become a wholly owned subsidiary of DFC.

[118]PG sent the claimant a draft organisational structure on 22 June 2023, which showed the claimant as EVP WW R&D & Manufacturing. This email also stated “I understand that Brian Bonar, CEO has already discussed your proposed leadership role to head up the R&D and Manufacturing division.” There was no evidence to suggest that the claimant demurred from this position. Indeed, the claimant sent an email on 28 June 2023 to PG and JN stating “Something I forgot to ask. If I will have a new title, will that be a DFCO title and if so will I be on DFCO payroll and removing myself form UK payroll? How is that planned to work?”

[119]The contracts which were sent to the claimant all narrated DFC as the claimant’s employer and there was no evidence to suggest that the claimant challenged that position. While the claimant maintained in evidence that he had not accepted the terms of the contract provided (in particular the terms of the restrictive covenants), there was no evidence to suggest that he had challenged the position that he was employed by the parent company and had a worldwide role prior to the termination of his employment.

[120]The claimant carried out work for Deptech, Dalrada Technology and Likido Ltd. He took on a role with Dalrada Spain when it was formed and was involved in discussions regarding the business which was carried out in the US. There was evidence for instance that he was involved in discussions on the creation of an academy in California. He gave evidence about travelling to Morocco, the US and Spain in the course of his duties.

[121]While Jillian Hughes gave evidence that the claimant’s salary was allocated on a pro rata basis to the three UK subsidiaries, that would not prevent the claimant’s ultimate employer being DFC. She did not explain exactly how the allocation was calculated for instance by reference to the number of hours worked in relation to each company. The claimant did not divide his time in this manner but rather performed duties required in relation to all the companies in the division for which he was responsible as and when necessary. The work of the companies all appeared to be interlinked. While the claimant was not paid directly by the US parent company, he was paid with funds which were sent to the UK by the parent company for that purpose.

[122]While reference was made in the claimant’s submissions to a TUPE transfer having taken place at some stage, there was no evidence given about any TUPE transfer and that had not been a point set out in the claimant’s pleadings.

[123]The claimant’s role was both hands on and strategic. He carried out work for the UK subsidiaries, but was also involved in discussions on the direction of the companies.

[124]The Tribunal accepted the respondent’s submissions, that it will be rare for an employee to have dual employment and that this was not one of those rare cases.

[125]The Tribunal therefore concluded that from August 2023 at the latest, the claimant’s employer was DFC, which was his only employer. While the claimant continued to be a statutory director of various subsidiaries of DFC, this was separate from him employment. The reality of the position was that he was an employee of a global corporation which had subsidiaries in various countries, he received a salary from that global corporation through a UK subsidiary for the work he carried out in relation to all of the companies as that was more straightforward for accounting and tax purposes as the claimant was based in the UK. At the same time he was a non-executive Director of various companies within the global corporation, but these director roles did not create any separate employment contracts between the claimant and any of the subsidiaries. Dismissal Did the claimant resign or was he dismissed?

[126]The respondent’s principal position was that the claimant resigned from his employment and that his letter of 30 August 2024 should be construed as a letter of resignation from his employment with the respondent. The claimant’s position was that the letter was intended to be intimation of his resignation from his global role and that he intended to continue to work for the UK subsidiaries.

[127]Generally, once notice has been given, it cannot be withdrawn unilaterally (see for instance Harris & Russell Ltd v Slingsby

[1973] IRLR 221

). It is necessary to consider whether the language used by the claimant is or is not unambiguous.

[128]The claimant foreshadowed his resignation in his email of 29 August 2024 by stating “All in all, these are moot points I am making. Jillian has resigned today, she is giving 90 days notice, and is willing to keep it completely quiet and push through the audit, netsuite etc until her last day and I have decided that I am following suit. My resignation letter will be with the board tomorrow.” The letter which was sent the following day, stated “Please accept this letter as formal notification of my resignation from the position of Executive Vice President of Manufacturing and R&D for Dalrada Financial Corporation effective 30th November 2024. During my time at Dalrada and its subsidiaries (emphasis added), it has been a pleasure working alongside many talented individuals.” The letter went on to outline various concerns of the claimant and stated “These concerns have led me to conclude that I can no longer, in good conscience, continue my employment with Dalrada Financial Corporation.”

[129]The courts have taken different approaches to the question of whether a subjective or objective approach should be taken to an analysis of the question of a resignation or dismissal has occurred. Most recently however, the EAT considered the authorities in the case of Omar v Epping Forest District Citizens Advice

[2024] IRLR 92

, where the EAT conducted a comprehensive analysis of the often-contradictory case law in this area and set out guidance for Tribunal as follows:(a) There is no such thing as the 'special circumstances exception'; the same rules apply in all cases where notice of dismissal or resignation is given in the employment context.

(b) A notice of resignation or dismissal once given cannot unilaterally be retracted. The giver of the notice cannot change their mind unless the other party agrees.

(c) Words of dismissal or resignation, or words that potentially constitute words of dismissal or resignation, must be construed objectively in all the circumstances of the case in accordance with normal rules of contractual interpretation. The subjective uncommunicated intention of the speaking party is not relevant; the subjective understanding of the recipient is relevant but not determinative.

(d) What must be apparent to the reasonable bystander in the position of the recipient of the words is that: (i) the speaker used words that constitute words of immediate dismissal or resignation (if the dismissal or resignation is 'summary') or immediate notice of dismissal or resignation (if the dismissal or resignation is 'on notice') – it is not sufficient if the party merely expresses an intention to dismiss or resign in future; and (ii) the dismissal or resignation was 'seriously meant', or 'really intended' or 'conscious and rational'. The alternative formulations are equally valid. What they are all getting at is whether the speaker of the words appeared genuinely to intend to resign/dismiss and also to be 'in their right mind' when doing so.

(e) In the vast majority of cases where words are used that objectively constitute words of dismissal or resignation there will be no doubt that they were 'really intended' and the analysis will stop there. A tribunal will not err if it only considers the objective meaning of the words and does not go on to consider whether they were 'really intended' unless one of the parties has expressly raised a case to that effect to the tribunal or the circumstances of the case are such that fairness requires the tribunal to raise the issue of its own motion.

(f) The point in time at which the objective assessment must be carried out is the time at which the words are uttered. The question is whether the words reasonably appear to have been 'really intended' at the time they are said.

(g) However, evidence as to what happened afterwards is admissible insofar as it is relevant and casts light, objectively, on whether the resignation/dismissal was 'really intended' at the time.

(h) The difference between a case where resignation/dismissal was not 'really intended' at the time and one where there has been an impermissible change of mind is likely to be a fine one. It is a question of fact for the tribunal in each case which side of the line the case falls.

(i) The same rules apply to written words of resignation / dismissal as to spoken words.

[130]The claimant’s letter of 30 August 2024 on the face of it is an unambiguous resignation from his employment. It was foreshadowed in his previous email. The letter also clearly makes reference to “Dalrada and its subsidiaries”. The claimant does not suggest in his letter that he has two contracts of employment and is only resigning from one. Jillian Hughes was not employed by DFC but by one of the subsidiaries and the claimant indicated in his email to PG that he was also going to resign, and did not suggest that he was only doing so from his global duties.

[131]The claimant did go on to suggest that he had spoken to the staff at the subsidiaries to explain that he was going to continue to be involved with those companies. However, he was a statutory director of the companies in any event. It appeared to the Tribunal that the claimant regretted having given over control of Deptech to DFC and wanted to go back to running that business in the way it had been run previously. However, the claimant was no longer an employee of Deptech at that time, but an employee of DFC. Had he wished to alter his role in that manner he would have had to engage in discussions with DFC to do so and any change in his employment status would have to have been by mutual agreement. While there was a provision in the share sale agreement in relation to reversing the transfer, that had not been activated.

[132]The claimant did not withdraw his resignation. While he stated that he had only intended to resign from his global duties, that was not an option open to him within the terms of the contract of employment he had with DFC.

[133]While the Tribunal came to the view that DFC welcomed the claimant’s letter of 30 August as an opportunity to terminate the entire employment relationship with the claimant, this does not convert what was an unambiguous resignation into a dismissal.

[134]This position is also in keeping with the events of 12 and 13 September 2024. The Tribunal concluded that both parties were in effect adopting negotiating strategies to discuss the claimant’s future role. BB directed that the claimant be informed that his employment would be terminated within 2 weeks in order to put pressure on the claimant to agree a way forward which was acceptable to BB. The respondents’ position was that the claimant and his wife should go away on holiday for two weeks and on their return discuss a way forward. However, it was made clear to the claimant that he was being dismissed on 13 September 2024 and that it would be necessary to agree a basis on which he could work for the respondents which was acceptable to both after the employment had been terminated. For instance, it was suggested to the claimant that he could work in a consultancy role with the respondents. The claimant was not willing to accept that such discussion should take place after the termination of his employment and clearly wanted to agree a way forward while still an employee of DFC.

[135]Therefore, while the claimant may have viewed his resignation as an opportunity to renegotiate his role with DFC, when DFC did not wish to engage in that negotiation in the manner the claimant wanted them to this did not have the effect of negating his resignation.

[136]However, the letter of 6 September 2024 had the effect of dismissing the claimant by serving counter notice on him. The claimant had given 3 months’ notice of termination of employment. While his contract stated that he only had to provide two weeks’ notice, that is a minimum, not a maximum period. Given the claimant’s length of service, he was entitled to twelve weeks’ notice and therefore the letter of 6 September had the effect of dismissing the claimant within his notice period.

[137]It is recognised that this is an unusual scenario. However, when considering the unique circumstances of this case, having considered the actings of the parties, the manner in which they had interacted with each other between the share sale and the termination of the claimant’s employment and the documentary evidence together with the evidence of the parties all against the backdrop of the legal authorities set out above, the Tribunal concluded that the claimant resigned from his employment with DFC and that he was dismissed from that employment by letter dated 6 September by giving him counter notice of termination. Was the claimant wrongfully dismissed?

[138]The claimant was given a two week notice period by the respondent. It was accepted that the claimant had continuous service from 1 February 2004. He was therefore entitled to 12 weeks’ statutory notice. Section 86 ERA provides for the notice required. The claimant did not waive his right to notice. There is no provision in ERA which permits parties to contract out of a statutory notice period. The claimant was therefore wrongfully dismissed, and the respondent is required to compensate him for the balance of the notice period to which he was entitled, which is a period of 10 weeks at a net weekly wage of £1863.10 which is a total sum of £1863.10 net. Was the claimant constructively unfairly dismissed?

[139]The claimant’s position was that if he was not dismissed by the respondent, then his resignation amounted to a constructive dismissal.

[140]The Tribunal accepted that there were difficulties in relationships between the claimant and others, particularly BB as his line manager (and Uncle). It appeared to the Tribunal that while the Apclen and Moroccan transactions were part of the issues, there were other difficulties of which the Apclen and Moroccan transactions were examples, in relation to communication issues, clear reporting lines, business methods and organisational structure.

[141]While it was accepted that DFC did not properly address the claimant’s concerns regarding these transactions, this was not the only reason for the claimant’s resignation. The claimant resigned because he wished to have more control over the operations of the company he had previously owned. He had in effect suffered seller’s remorse as the transaction had clearly not worked out in the manner he had expected or hoped. However, that does not amount to a fundamental breach of contract entitling the claimant to resign.

[142]While the claimant giving three months’ notice rather than resigning immediately was also a relevant factor, it was not determinative in relation to whether there had been fundamental breakdown in trust and confidence between the parties.

[143]Crucially, the suggestion by the claimant that he could continue to work for DFC on certain terms and in particular that he should be able to do so without interference from the US, was not consistent with the suggestion that there had been a fundamental breakdown in mutual trust and confidence. The claimant was in effect suggesting that he could continue to work for DFC but in a role which he had identified was more suitable for him. That does not suggest that there has been an irretrievable breakdown in the relationship, but that the claimant was not happy in his particular role and wanted to change it. In order to demonstrate that a claimant has been constructively dismissed, it is necessary to demonstrate that there has been a fundamental breakdown in the employment relationship. It is not sufficient for an employee to say that it is untenable for him to continue to perform his existing role but that he could perform another role with the employment. That falls well short of establishing that the claimant was entitled to resign and treat himself as dismissed. The breakdown in relationship must be between employer and employee, not only in relation to the role in which the employee is currently employed. The Tribunal had considerable sympathy for the situation in which the claimant found himself and accepted that he did not anticipate that by submitting his resignation he would be unable to continue working in some capacity for the subsidiary companies because he thought he would be able to negotiate another role with BB. However, his actions in resigning in the manner in which he did not amount to a constructive dismissal, did not demonstrate that there had been a fundamental breakdown in trust and confidence and do not entitle the Tribunal to find that the claimant has been constructively dismissed. Did the claimant make protected disclosures?

[144]The first disclosure is said to have been made in an email from the claimant to BB on 15 December 2023. The respondent’s position in relation to this alleged disclosure is that while there was a disclosure of information to the claimant’s employer, the claimant did not have a reasonable belief that the information he disclosed tended to show that that the order was fabricated.

[145]The email of 15 December was part of a chain of emails. On 14 December the claimant stated to BB “I am done with the attempts at manipulating financial data and earnings.” The emails of 15 December from the claimant then expand on this by stating “I have a complete trail of request for purchase orders for the Apclen order and the lack of corroborating documents provided by sales, Revenue has been recognised for systems in storage for multiple quarters with invoiced. Same for Morocco, and questionable order and multiple attempts to have the Moroccan customer acknowledge receipt of open invoices going beyond a quarter. In none of these cases should revenue have been recognised,…..This is all tantamount to market manipulation which is also illegal.”

[146]The respondents’ position in this regard is simply unsustainable. It was argued that as the claimant had signed off on the accounts for Likido Ltd to whom the debt was due in October 2023, he could not have believed that there was anything inappropriate in those accounts. However, the claimant’s evidence, which the Tribunal accepted, was that while he had some suspicions regarding the transaction at the time of signing off the accounts, he was continuing to investigate matters and did not want to raise his concerns until he had evidence to substantiate them. It is not for this Tribunal to determine whether either the Apclen or Moroccan transactions were in any way unlawful or did not conform to required accounting practices. The issue is whether the claimant had a genuine belief that something unlawful had occurred and whether that belief was reasonable. It seemed obvious to the Tribunal that the suggestion that there had been market manipulation of a publicly traded company would be a matter in the public interest.

[147]The claimant did not simply make these allegations, but provided documentary evidence that in his view supported the allegations. His view was reasonable in that regard. He produced an email asking him to provide a shipping order with a specific date on it. He refused to comply with the request made and said he would provide the actual order which had a date of some months later. He then found out that a document which had clearly been altered from the original sent by him, and which bore a shipping date similar to the one he had been asked to provide had been sent to auditors. That evidence did not prove conclusively who had altered the document sent to the auditors, but did demonstrate that the document sent by him to DP was not sent by DP to the auditors.

[148]It was also argued by the respondents that the issues raised by the claimant related to his difficulties working with DP. The respondent concluded without stating why, in the email from AZ on 21 December that the claimant’s concerns were a ‘personality conflict’. There was nothing to support that view. The Tribunal did not hear or see any evidence that the claimant had a personality conflict with DP. He had difficulties with way in which DP conducted business as he did not believe his methods to be appropriate or acceptable. That is not a personality conflict. The Tribunal accepted the claimant’s evidence that he had nothing personal against DP as an individual.

[149]In these circumstances, the Tribunal had no hesitation in accepting that the claimant’s emails of 15 December 2023 amounted to a protected disclosure. The claimant disclosed information which in his reasonable belief showed or tended to show either that a criminal offence had, or was likely to be committed or that DP had failed to comply with a legal obligation to properly account for transactions within a company. That disclosure was made in the public interest.

[150]The disclosure made to the audit committee by the claimant in an email of 18 December is in effect the same disclosure which was made on 15 December and also amounts to a protected disclosure.

[151]The claimant then alleges that he made a further disclosure to Rachel Henton, who although not employed by DFC was authorised by them to conduct an investigation on their behalf and was acting as an HR advisor in that regard, on 4 January 2024. The respondents’ position is that there was no such email, although it accepts that the claimant had an online meeting with Ms Henton on 4 January. The claimant disclosed the same information to Ms Henton as had been disclosed to BB and the audit committee and therefore this too amounted to a protected disclosure.

[152]The claimant then says that his emails to Kym LeGolvan of 20 January 2024 who had been appointed to investigate matters amounted to a protected disclosure. The claimant provided the same information to Ms LeGolvan as had already been provided but also added to that the information regarding the email from what appeared to be a suspicious email account bearing to be Crown Glory Holdings and the creation of that domain name on the day the email was sent. This related to the Moroccan transaction. Information was also provided that a Roberto Garcia had signed a letter of indebtedness on behalf of Apclen in relation to the transaction the claimant had previously raised concerns. The claimant alleged that Mr Garcia had not been authorised to sign that letter and that there was a clear conflict of interest in doing so, having accepted employment with a newly created subsidiary of DFC in Spain and signing a letter of indebtedness from a client of DFC who Mr Garcia had been working for. The respondents argued that this email exchange was not sufficient to support a reasonable belief that the Moroccan deal was fake. The Tribunal did not accept that position. The claimant was providing an email from an account with a name similar to but not the same as the putative client which had come from a domain which appeared to have been set up that very day. The transaction was intended to be for a very significant sum and the claimant had already had difficulties in identifying the contact at the potential client. The claimant’s email to Kym LeGolvan amounted to a protected disclosure.

[153]In relation to the claimant’s alleged disclosures to the Securities Exchange Commission in January and October 2024, the respondent’s position was that the same information had not been disclosed to the first respondent and therefore this did not amount to a protected disclosure. The information had been provided to the SEC by the claimant on an online portal and therefore there was no actual copy of the submission provided. The Tribunal accepted the claimant’s evidence that the submission was regarding market manipulation by the inappropriate posting of sales in the accounts of the respondents. The claimant was raising the same concerns he had already raised with the first respondent regarding the Apclen and Moroccan transactions. This also amounted to a protected disclosure.

[154]The next disclosure relied upon was the email of 30 September 2024 to the first respondent’s auditors. The information provided was not materially different from the information which had been provided in the disclosures made by the claimant to that date and therefore this too amounted to a protected disclosure.

[155]Finally, the claimant relies on an email to the Likido Board of 13 September as amounting to a protected disclosure. The respondents’ position is that there was no such email but there is correspondence of 7 and 10 September to the board. Reference is made to those dates in the claimant’s claim form and the Tribunal accepts that there was an error in the Scott Schedule in that respect. This did not prejudice the respondents in any way as evidence was given on the relevant correspondence, and it was clear in evidence that the claimant was seeking to argue that it was this correspondence and not any correspondence of 13 September on which he was relying. The correspondence again sets out the matters the claimant has raised previously. The claimant continued to have a genuine reasonable belief that there had been financial malpractice in relation to the accounting for the Apclen and Moroccan transactions. These are matters in the public interest. This therefore amounted to a further protected disclosure. Was the claimant subjected to any detriments for having made protected disclosures?

[156]Other than his dismissal, the claimant relied on eight matters as amounting to detriments for having made protected disclosures.

[157]The first detriment was that the claimant’s mental health was impacted by the stress of the situation. However, suffering from stress is a consequence of treatment, not a detriment of itself. The extent to which the claimant suffered from stress is a matter relevant to any compensation for injury to feelings which may be awarded and does not amount to a detriment of itself.

[158]The second detriment was that the claimant was not appointed to the Board of DFC as had been suggested by BB. The proposal had been that the claimant would be nominated by BB at the board meeting for appointment to the board in August. That board meeting did not take place until November 2024, by which time the claimant’s employment had terminated. No board papers had been issued for that meeting by the time of the termination of the claimant’s employment. Had the claimant remained in employment at the point of the board meeting, and not been appointed to the board, then this may have amounted to a detriment because he made a protected disclosure. However, it had not been suggested that the claimant’s appointment would be as a non-executive board member. It was clear that his appointment was conditional on him being in employment in at the material time. Not being appointed to the Board is a detriment. However, following the test of causation as set out in Fecitt and ors v NHS Manchester (Public Concern at Work intervening)

2012 ICR 372

, CA, the question to be addressed is whether the making of the protected disclosure materially influenced a decision. The material reason that the claimant was not nominated to be appointed to the board was that he was no longer an employee of the first respondent. That was the operative cause and the claimant having made protected disclosures did not materially influence that decision.

[159]The next detriment relied upon was that the claimant had been harassed by the respondents’ representatives in relation to the continued correspondence sent to him regarding the provision of information and documents regarding the respondents. The Tribunal was of the view that the correspondence was no more than might be expected between agents in circumstances where parties were at odds over whether necessary information had been provided. The correspondence was to the claimant’s solicitors and not directly to him. While there may have been confusion regarding whether certain information had been provided or not and some repeated requested for such information, this fell short of what might be termed a ‘campaign of harassment’. It did not amount to a detriment but what would reasonably be expected in relation to correspondence between agents in a dispute. Even if it could be said that correspondence between agents of this nature could amount to a detriment, it was not because of the protected disclosures which had been made by the claimant but arose out of the termination of the claimant’s employment and the efforts made by the respondents to ensure that they had all obtained all the information necessary from the claimant.

[160]There was specific reference made by the claimant to the requirements to sign restrictive covenants as amounting to a detriment. Again, the Tribunal is of the view that there is nothing untoward or detrimental to the claimant in making such a request. The claimant did not sign the covenants, and even if it could be said that a request to sign covenants was a detriment, this was not because the claimant had made protected disclosures, but because the respondents wanted to take steps to protect what they regarded as their legitimate business interests.

[161]The claimant then alleged that BB or others had made false statements regarding the reasons for the termination of the claimant’s employment. There was simply insufficient evidence to persuade the Tribunal that such comments were made. The claimant’s evidence in this regard was vague as to what was said or by or to whom. In these circumstances, the claimant has failed to establish that he has been subjected to a detriment. In any event, there was nothing to suggest that any comments which had been made were related to the claimant having made protected disclosures.

[162]The next alleged detriment is that BB or others falsely claimed to customers of Deptech that issues completing contracts were the claimant’s fault. Again, there was very little evidence to support this allegation. The claimant’s oral evidence was vague. The claimant did not establish that he had been subjected to a detriment. Insofar as it could be said that he had established detrimental treatment there was no evidence to suggest that this was in any way related to him having made protected disclosures.

[163]The claimant then alleged that the dismissal of his wife and son amounted to detriment on the basis that the intention was to remove income from the family home. The detrimental treatment was directed at the claimant’s wife and son. The consequence of that treatment may well have been a reduction in the family income, but that is not of itself a detriment. In Tiplady v City of Bradford Metropolitan District Council

2020 ICR 965

, CA, the Court of Appeal expressed the view that for a detriment to come within the scope of S.47B, it must be a detriment to which the worker has been subjected in the ‘employment field’. The reduction of family income is not a detriment ‘in the employment field’, but the consequences of the treatment of the claimant’s family members.

[164]The final detriment relied upon is the filing of a lawsuit in the state of California against the claimant. The Tribunal concluded that this amounted to a detriment in the employment field as it was directly linked to allegations made arising out of the claimant’s employment. The respondents’ position was that the claimant was continuing to make unsubstantiated allegations which had already been fully looked into. The Tribunal did not accept that they had been “fully looked into”. While three investigations were commenced, none of them concluded. There was no report or other written material to demonstrate the evidence gathered or taken into account or thought processes involved by those tasked to deal with the claimant’s concerns. There was no evidence of statements having been taken. While preliminary steps were taken on three occasions to investigate the claimant’s concerns, the investigations were never concluded, and they were all abandoned. It was difficult not to come to the view that they were not all abandoned on the instructions of BB, given in particular the timing of the email from Kym LeGolvan and the filing of the Form 8K notice on the same day. The terms of the action against the claimant make various references to the claimant’s allegations being false and unsubstantiated and that he knew them to be false. While the action makes reference to other individuals and conduct of the claimant other than the making of the protected disclosures, the Tribunal concluded that the raising of the action was inextricably linked to and caused by the claimant having made protected disclosures. The Tribunal concluded that the action was raised at least in part to seek to prevent the claimant from continuing to make the allegations he had made and because he had made protected disclosures, in particular to the respondents’ auditors. The Tribunal therefore concluded that the claimant had been subjected to a detriment in this regard by DFC (as the principal plaintiff in the case) and that the detriment was materially related to the claimant’s protected disclosure to the auditors of DFC on 30 September in addition to the prior disclosures made by him and the subsequent disclosure to the SEC. Was the claimant automatically unfairly dismissed?

[165]The claimant’s dismissal would be automatically unfair if the reason or principal reason for his dismissal was that he made the protected disclosures. As set out above, the Tribunal accepted that one of the reasons for the claimant’s resignation was that he had made protected disclosures. However, the Tribunal was not satisfied that this was the principal reason for his dismissal. Rather the Tribunal formed the view that the fact that the claimant persisted in his allegations regarding the Apclen and Moroccan transactions was part of the ongoing process of the fracturing of relationships between the claimant and DFC. As set out above, the Tribunal concluded that BB took the opportunity of the claimant’s resignation to terminate the relationship or renegotiate his relationship with DFC. Therefore, while the claimant having made protected disclosures was part of the overall picture in relation to the termination of the claimant’s employment, it was not the principal or operative reason. The Tribunal has already set out above its findings that the claimant was not constructively dismissed. However, even if it is wrong in that, the reason for the claimant’s resignation was related to the protected disclosures but not the principal or operative cause of his resignation, which was that he wanted to renegotiate his role with DFC in order to regain control over Deptech. REMEDY

[166]The Tribunal was then required to consider the issue of remedy.

[167]In relation to the claimant’s wrongful dismissal, the claimant is entitled to be paid the balance of his statutory notice period which is a period of 10 weeks at a gross weekly wage of £3,173 and net weekly wage of £1,863.10 which is a total sum of £31,730 gross (£18,631.00 net).

[168]Turning to the question of injury to feelings in relation to the detriment to which the claimant was subjected in the raising of the action against him by the respondents, the Tribunal accepted the claimant’s evidence that the dispute with the respondents, and in consequence his wider family, had caused him to become depressed. The Tribunal accepted that he was taking medication for that condition. The claimant’s wife’s evidence regarding the change in the claimant over the period since his dismissal where she described him as a shell of his former self and expressed concern that he might self-harm was compelling. The Tribunal also appreciates that the raising of proceedings against him in another jurisdiction where the claimant is not resident, where he is required to instruct agents to act on his behalf and where the sums to which reference is made in that action are substantial contributed significantly to the overall adverse impact on the claimant’s mental health. That impact could only have been exacerbated by the fact that the action was being raised against him by members of his family and the Tribunal accepted the evidence of both parties that the wider family dynamic had been significantly damaged. The Tribunal is mindful however of attempting to separate out the injury to feelings to the claimant of the particular detriment and not be influenced by the wider context of the claimant’s claims.

[169]An award should not be inflated by feelings of indignation at the conduct of a respondent. Guidance is set out in Prison Service and ors v Johnson

1997 ICR 275

in relation to the general principles to be considered when making an award. More recently guidance has been provided by the EAT in the case of Eddie Stobart Ltd v Graham

2025 EAT 14

. In particular, it should be borne in mind that the manner of discrimination is neither determinative of, nor a proxy for, the seriousness of a claimant’s injury. It was also noted that a tribunal might find it helpful to consider “the existence of ridicule or exposure. Discrimination played out in front of colleagues or others to see may well cause greater harm” (see paragraph 47). Consideration should be given to a claimant’s description of their injury, the duration of consequences, effect on past, current and future work, and effect on personal life or quality of life.

[170]Taking into account the respondents’ submissions on the issue of remedy and the facts of the case, the Tribunal concluded that an award of injury to feelings in the mid-Vento band in the sum of £15,000 would be appropriate in respect of the detriment of the raising of a claim against the claimant.

[171]Therefore, the first respondent is required to pay to the claimant: Damages for wrongful dismissal of £18,671 net and an award of injury to feelings of £15,000.