Employment Tribunal Rejects Unfair and Wrongful Dismissal Claims

OUTCOME: Dismissed

Case Number: 6022053/2025.

1

EMPLOYMENT TRIBUNALS

Claimant

Respondent

Mr [APPELLANT] v [APPELLANT] at: Norwich

On: 2 and 3 February 2026

Before: Employment Judge M Warren

Appearances For the Claimant: [redacted] For the Respondent: [redacted]

The Claimant’s claims that he was unfairly dismissed and wrongfully dismissed fail and are dismissed.

REASONS Background

1. This case was heard over two days on 2 and 3 February 2026. Unfortunately, there was insufficient time to provide an oral decision on the day. The matter was adjourned part heard and the parties were due to attend again before me on Tuesday 24 March 2026 to receive an oral Judgment. Unfortunately, I have been unwell and have therefore had to provide the parties with a Reserved Judgment. I apologise for the inconvenience.

2. Mr [RESPONDENT] was employed by the Respondent as Estates Manager and Board Director between 10 July 2017 and 7 January 2025. After Early Conciliation between 3 April and 15 May 2025, he commenced these proceedings on 13 June 2024 claiming unfair dismissal and wrongful dismissal.

Case Number: 6022053/2025.

2 The Issues 3. Was Mr [RESPONDENT] dismissed for a potentially fair reason? The Respondent says that it dismissed him by reason of his conduct, in particular that he had failed to report to the Board that: 3.1. Water abstraction licences had expired; 3.2. That a member of staff had raised a grievance alleging discrimination; 3.3. There had been a settlement involving payment of a sum of money to that individual; 3.4. That another individual issued Tribunal proceedings, and 3.5. That there had been a theft of money.

4. The first question for the Tribunal will be whether the Respondent dismissed Mr [RESPONDENT] because of his conduct? He did not pursue his pleaded case that the real reason for dismissal was that he was surplus to requirements.

5. If I decide that the Respondent did dismiss Mr [RESPONDENT] because of his conduct, I must then go on to decide whether: 5.1. It genuinely believed that Mr [NAME] was guilty of such conduct; 5.2. That such belief was based upon reasonable grounds, and 5.3. Such belief was reached after conducting a reasonable investigation.

6. If I decide in the affirmative in respect of each of those questions, I must then go on to decide whether the decision to dismiss was within the range of reasonable responses. That will entail consideration of whether such conduct amounted to gross misconduct so as to render it within the range of reasonable responses to dismiss Mr [NAME] without warning or notice. If it was, the dismissal will have been fair, if it was not, the dismissal will have been unfair.

7. Under the terms of Mr [NAME] contract of employment, he was entitled to six months’ notice of termination. He claims wrongful dismissal in breach of that contractual term. Such notice is not payable in the event of gross misconduct. I will therefore have to determine whether in fact, Mr [NAME] was guilty of the misconduct for which he was alleged to have been dismissed and if so, whether the same amounted to gross misconduct.

Case Number: 6022053/2025.

3 Evidence 8. I had a witness statement from and heard evidence from [NAME] and for the Respondent, from [NAME], (Chair of the Board of Directors) and [NAME], (a Director).

9. I had before me a properly paginated and indexed Bundle of documents running to page number 530 and a Supplementary Bundle running to page 61.

10. Prior to commencing the hearing, I read the witness statements and the documents referred to. At the outset of the hearing, I reminded the representatives that I had of course, not read everything in the bundles and that they must make sure that they take me to passages in the documents they considered to be important, during the course of cross examination.

The Law 11. Section 94 of the Employment Rights Act 1996 contains the right not to be unfairly dismissed. Section 98 at subsections (1) and (2) set out five potentially fair reasons for dismissal, one of which at subsection (2)(b) is the conduct of the employee. Section 98(4) then sets out the test of fairness to be applied if the employer is able to show that the reason for dismissal was one of those potentially fair reasons. The test of fairness reads: “Where the employer has fulfilled the requirement of subsection (1) the determination of the question whether the dismissal was fair or unfair (having regard to the reason shown by the employer) (a) depends on whether in the circumstances including the size and administrative resources of the employer’s undertaking the employer acted reasonably or unreasonably in treating it as a sufficient reason for dismissing the employee; and (b) shall be determined in accordance with equity and the substantial merits of the case.” 12. We have guidance from the appeal courts on how to apply that test where the grounds for dismissal relied upon by the employer is misconduct. The first is the test set out in the case of [NAME] v Burchell [1980] ICR 303. The Tribunal must be satisfied that the employer holds a genuine belief, based upon reasonable grounds and reached after a reasonable investigation. It is for the employer to show the genuine belief, the burden of proof in respect of the reasonable grounds and the investigation is neutral.

Case Number: 6022053/2025.

4 13. If the employer is able to satisfy that test, the Employment Tribunal must go on to apply the test set out in Iceland [COMPANY] v Jones [1982] IRLR 439. The function of the Tribunal is to determine whether in the particular circumstances a decision to dismiss fell within the band of reasonable responses which a reasonable employer might have adopted. If a dismissal falls within the band the dismissal is fair, if the dismissal falls outside the band it is unfair. In judging the reasonableness of the employer’s conduct, the Tribunal must not substitute its decision as to what was the right course to adopt for that of the employer.

14. The band of reasonable responses test also applies to the question of whether or not the employer’s investigation into the alleged misconduct was reasonable in all the circumstances. See Sainsbury v Hitt [2003] IRLR 23.

15. Usually, in accordance with the ACAS Code, one would expect, except in a case of gross misconduct, to see an employee to have received a warning that their conduct, if it continues, might result in dismissal.

16. The investigation should be into what the employee wishes to say in mitigation as well as in defence or explanation of the alleged misconduct.

17. I should look at the overall fairness of the process together with the reason for dismissal. It might well be that despite some procedural imperfections, the employer acted reasonably in treating the misconduct as sufficient reason for dismissal.

18. In this case, the Respondents say that Mr [NAME] was guilty of gross misconduct justifying dismissal without warning. The test for gross misconduct, or repudiation, is that the conduct must so undermine the trust and confidence which is inherent in the particular contract of employment that the employer should no longer be required to retain the employee in its employment, see [NAME] v [NAME] of Westminster Special Commissions [1999] IRLR 288.

19. More serious allegations, which might have more serious consequences if upheld, call for a more thorough an investigation. The ACAS 2014 Guide to Discipline and Grievances at Work, (not the code of practice) advises as such and the EAT confirmed as such in A v B [2003] IRLR 405.

20. Problems with an appeal does not of itself render a dismissal unfair, such issues may be one of a number factors to be considered when deciding whether the actions of the employer were within the range of reasonable responses, see Gwynedd Council v [NAME] and [NAME] [2021] EWCA Civ 1322 paragraphs 38 & 39.

21. Section 207(2) of the Trade Union & Labour Relations Act 1992 provides that any Code of Practice produced by ACAS under that Act which appears to an Employment Tribunal to be relevant shall be admissible in evidence and shall be taken into account.

Case Number: 6022053/2025.

5 22. One such code of practice is the ACAS Code of Practice 1: Disciplinary and Grievance Procedures (2015). I have had regard to the code in reaching my decision.

The Facts 23. The Respondent operates a golf club.

24. Mr [RESPONDENT] has 30 years’ experience in golf course management and construction.

25. On 10 July 2017, Mr [RESPONDENT] commenced employment with the Respondent as a Director and Estates Manager. His Service Agreement is at page 47 of the Bundle. His duties were to manage the maintenance of the golf courses, the gardens and grounds. His salary at commencement was £72,000. Clauses within the Service Agreement relevant to this case included the following: 25.1. It was the declared intention of the parties that Mr [NAME] would become progressively involved in assisting the General Manager in the management and growth of the business, (2.1). 25.2. He was required to comply with the articles of association, (2.2.2). 25.3. He was required to keep the Board promptly and fully informed about the business and his activities in the business, providing such explanations and reports as his manager or the Board may require, (2.2.9). 25.4. He was to disclose to the Company any matters which in the reasonable opinion of the Company, might be considered to interfere, conflict or compete with the proper performance of his obligations under the contract or the interests of the company, (2.2.10). 25.5. He was required to report his own wrongdoing and the wrongdoing or proposed wrongdoing of anybody else to the Board immediately on becoming aware of it, (2.2.11). 25.6. He was required to use his best endeavours to promote, protect, develop and extend the business, (2.2.13). 25.7. He was expressly said not to be subject to the company’s normal disciplinary grievance procedures because of the seniority of his position, but at Clause 9.1 it is provided that should disciplinary issues arise, the Board would seek to address them in a reasonable manner. 25.8. He was entitled to six months written notice, (13.1).

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6 25.9. Clause 13.6 provides that his employment may be terminated without notice in the event that he is guilty of any act of gross misconduct.

26. Mr [NAME] was to report to the General Manager.

27. A golf course needs an adequate supply of water. Relying on rain fall is not sufficient. The Respondent stored water from two sources: abstraction from a local river and via a bore hole. Licences are required from the Environment Agency for both.

28. On 27 November 2019, the Respondent submitted a signed application and Direct Declaration Form to the Environment Agency for water abstraction from the local river signed by the General Manager at that time.

29. There is a public register of licences. Licences are of limited duration. Licence holders are advised to apply for renewal at least three months before expiry. Reminders are sent out 18 months before expiry.

30. The General Manager who applied for the Abstraction Licence in 2019 left the business in September 2020. He was temporarily replaced until in June, a Mr [NAME] was appointed Director and Chief Executive Officer, thereafter to line manage [NAME].

31. On 6 July 2023, the Chairman of the [NAME] at the time, a Mr [NAME], raised concerns in an email to Mr [NAME] regarding a woman we will identify as [NAME] and expressing concerns that the approach to managing her might lead to a complaint of sex and pregnancy related discrimination.

32. On 9 November 2023, in an email to Mr [RESPONDENT] and to the Respondent’s Accounts Department, the Environment Agency notified the Respondent of the expiry date of its bore hole licence and asked whether a renewal application would be made. Mr [NAME] discussed this with Mr [NAME]. Mr [NAME] asked Mr [NAME] to make the renewal application. Mr [NAME] agreed.

33. At a Board Meeting on 30 November 2023, (page 495) the Company Secretary mentioned that there was a potential tribunal claim pending in respect of [NAME].

34. The Company Secretary raised [NAME] and another Human Resources matter relating to somebody we will call [NAME], at a Board Meeting on 12 January 2024, (page 494). These were referred to as contingent liabilities.

35. At this time, the Respondent business was in financial difficulties. In January 2024 there was a refinancing of the business. There were debts of £5 million. A financial investment was made by another company involving Mr [NAME]. The water licences were disclosed as part of that transaction’s due diligence and disclosure exercise, (page 498). Mr [NAME] says that the fact that those licences were about to expire,

Case Number: 6022053/2025.

7 was not drawn to his attention by his lawyers. The previous minutes of the Board were not reviewed either.

36. The refinancing led to changes to the [NAME]. Mr [RESPONDENT] joined as a Director and his partner, [NAME], joined as Director and Chair. A number of Directors stepped down, but continuing under the new regime were Mr [NAME], Mr [NAME] and a Mr [NAME].

37. The first Board Meeting under the new regime took place on 29 February 2024 attended by Mr [NAME], Ms [NAME], Mr [NAME], Mr [NAME] and Mr [NAME], (page 139).

38. A further Board Meeting took place on 21 March 2024, (page 141). This was attended by the same individuals as that in February.

39. In early April 2024, Mr [NAME] submitted an application for the renewal of the bore hole licence. The application was rejected because he had used the wrong form. Mr [NAME] agreed with Mr [NAME] that he should engage consultants to assist him. He did so, but there was a delay in those consultants being able to provide their assistance.

40. The Respondent was required to provide annual meter readings to the Environment Agency via an online service for managing licences. In late April and early May 2024, Mr [RESPONDENT] attempted to log the Respondent’s meter readings and he found that the online service was no longer accessible. Upon making enquiries of the Environment Agency as to why that might be the case, he was informed that it was because the licences, (both of them) had expired on 31 March 2024. Mr [NAME] complained to the Environment Agency that he had not received a reminder with regard to the river licence and he was informed that it was not the Environment Agency’s practice to send out reminders.

41. On 18 April and 30 May 2024, Mr [NAME] and Ms [NAME] had telephone conversations by way of general updates. Mr [NAME] did not mention the situation regarding the water licences to her.

42. On 7 May 2024, [NAME] raised a formal grievance alleging pregnancy related discrimination, (page 146). She alleged that her manager, ([NAME]) had been instructed to exit her from the business because she was pregnant.

43. Also on 7 May 2024, [NAME], (Head of Operations) issued a Tribunal claim against the Respondent, (page 458). Having been dismissed, his claim was for notice pay; he did not have sufficient service to claim unfair dismissal.

44. Mr [NAME] instructed Mr [NAME] not to disclose these matters to Ms [NAME]. Mr [NAME] followed that instruction.

45. On 28 – 29 May 2024, £3,000 in cash was stolen from the Respondent’s premises. The theft was reported to the Police. The situation was

Case Number: 6022053/2025.

8 handled by the existing Finance Director and the Company Secretary. Mr [NAME] was informed.

46. There was a Board Meeting on 24 June 2024. Mr [NAME] did not attend, but he spoke to Ms [NAME] afterwards. He did not mention the situation with regard to the water licences, the [NAME] grievance, the issue of proceedings by [NAME] or the theft. The Board had not been informed about these matters in the Board Meeting.

47. There was a further Board Meeting on 27 June 2024. Mr [NAME] did not attend. The above matters were not mentioned on that occasion either, (page 154).

48. On 30 July 2024, [NAME] entered into a Settlement Agreement with the Respondent which entailed payment of a sum of money. Mr [RESPONDENT] was involved in the negotiations to reach this settlement, Mr [NAME] was the decision maker. Mr [RESPONDENT] acted as go between, between those advising the Respondent on employment matters, [NAME] and Mr [RESPONDENT], Mr [RESPONDENT] reporting back to Mr [NAME] on [NAME]’s advice. The Settlement Agreement contained a Confidentiality Agreement. Mr [NAME] told Mr [NAME] not to tell anybody about the agreement and specifically, not to tell Ms [NAME]. Mr [NAME] complied.

49. Mr [NAME] had a meeting with Ms [NAME] on 14 August 2024. He made no mention of the issue with regard to the water licences, the employee relations issues concerning [NAME] and [NAME], nor the theft of money.

50. On 15 August 2024, Mr [NAME] resigned his employment giving six months’ notice. He commenced a period of sick leave that day and did not return to work until the end of his employment.

51. At some point at about this time, it is not clear to me when, the other Director who sat on the Board during the previous regime, Mr [NAME], resigned.

52. There was a Board Meeting on 20 August 2024 attended by Mr [NAME], Ms [NAME] and Mr [NAME], (page 161). The resignations of Mr [NAME] and Mr [NAME] were items discussed, as was a grievance raised by Mr [NAME]. Mr [NAME] made no mention of the issue with the water licences, the employment relations issues or the theft.

53. On 4 September 2024, Mr [NAME] forwarded an email from the Company Secretary to Ms [NAME] informing her of the theft.

54. On 16 September 2024, Ms [NAME] discovered that there had been a settlement with [NAME] and asked Mr [NAME] about it. He told her that he had been expressly told by Mr [NAME] not to disclose to her the Settlement Agreement, he quoted him as saying, “Don’t let [NAME] see that”, referring to the Settlement Agreement, (page 188).

55. In mid September 2024, a new Interim CEO was appointed, Mr [NAME].

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9 56. In a conversation in the Respondent’s car park on 25 September 2024, Mr [RESPONDENT] mentioned to Mr [NAME] and Ms [NAME] that the water licences had expired in March 2024. He said that the documentation was locked in the safe to which he did not have access, (Mr [NAME] had access).

57. A Board Meeting took place on 26 September 2024, Mr [NAME] attended. Mr [NAME] noted the issue with the water abstraction licences that had not previously been raised and that this was business and finance critical. He regarded this as negligence, “on behalf of Leadership Team and ex- CEO”, (page 197).

58. At some point, [NAME] were instructed to investigate Mr [NAME]. At a meeting on 7 October 2024 between [NAME]’s Investigator Ms [NAME] and Ms [NAME], Ms [NAME] told her that renewal of the water licences was Mr [NAME] responsibility, (page 226). Ms [NAME] says that she had said that because that is what she had been told by Mr [NAME]. I accept her evidence.

59. Also on 7 October 2024, Mr [NAME] ceased working his notice period, (although he had been on sick leave) and departed the business with immediate effect.

60. On 8 October 2024, Mr [NAME] told the [NAME] that the licence renewal had previously been the responsibility of the CEO. He explained that he and the accounts department had received an email from the Environment Agency and that he had started the process of renewal.

61. On 9 October 2024, Mr [NAME] sent an email to [NAME]’s Investigator answering various questions which included, (page 252) a statement that [NAME] was responsible for the water abstraction licences before his tenure and that [NAME] had forgotten to enter the renewal paperwork. I note that this was after Mr [NAME] employment had terminated and so he had no particular motive to mislead the Respondent, (except perhaps, pride).

62. In due course, [NAME] were instructed to investigate the conduct of Mr [NAME]. I have not been provided with the letter of instruction. Mr [NAME] attended an Investigation Meeting with a different Investigator from [NAME], a Ms [NAME], on 28 November 2024. He told Ms [NAME] that he’d never been involved in the water licences, that he had no past experience and that he had become involved as the Respondent had been notified by an “unorthodox route”. He was aware of one of the licences expiring and that he had tried to go through the process of renewal on his own. He explained that more recently, when attempting to submit meter readings, he discovered that the other licence had expired as well. He explained that he got something wrong with the initial renewal application which had therefore been rejected and after that, Mr [RESPONDENT] had agreed he could use the services of a [RESPONDENT].

Case Number: 6022053/2025.

10 63. [NAME] produced an Investigation Report in relation to Mr [NAME] conduct dated 3 December 2024, (page 277). It recommended disciplinary action against him for failing to advise or disclose to the Board matters about which he ought reasonably have known it should have been advised: 63.1. That a member of staff had raised a Grievance alleging discrimination; 63.2. That a settlement had been entered into; 63.3. That there was an intended Tribunal claim; 63.4. That money had been stolen; 63.5. That the river Water Abstraction Licence had expired; and 63.6. That the Bore Hole Licence had expired.

64. In a letter dated 11 December 2024, Mr [NAME] was invited to attend a Disciplinary Hearing on 13 December 2024. The letter set out the above allegations, which were said potentially to amount to serious misconduct. Allowing the water licences to expire was said to potentially amount to gross misconduct. He was provided with copies of all relevant paperwork. The Disciplinary Hearing took place on 13 December 2024 and the Respondent appointed somebody from [NAME] as Chair and decision maker; [NAME]. The transcript of the hearing appears at page 282.

65. Mr [NAME] sat in on the hearing, which was by Teams. Mr [NAME] interjected once during the hearing to express his surprise on learning from Mr [NAME] in his responses, that he had known about the potential expiry of the water licences and had started the process of reapplying in December 2023.

66. The meeting ended with Ms [NAME] inviting Mr [NAME] to send any further documents he felt that she should see. She indicated that she would review the transcript of the meeting and the documents provided, before reaching a decision.

67. By letter dated 18 December 2024, Mr [NAME] raised a grievance, (page 296). In particular, he complained that the disciplinary process had been unfair and that Mr [NAME] had been present during the Disciplinary Hearing. He also complained about unrelated matters which were irrelevant to the issues before me.

68. The disciplinary process was placed on hold pending the outcome of the grievance.

69. The Grievance Hearing took place on 27 December 2024, the Grievance Outcome letter was issued on 6 January 2025. The grievance was not upheld.

Case Number: 6022053/2025.

11 70. Also on 6 January 2025, [NAME] produced the Disciplinary Hearing Report which starts at page 377 of the Bundle. [NAME] advised that Mr [NAME] should have informed the new Board of the situation with regard to the six matters listed as noted above. Ms [NAME] recommended the allegations be upheld as amounting to serious misconduct. As regards to the water abstraction licences, Ms [NAME] concludes that Mr [NAME] had been responsible for the licences, (accepting what she had been told by Mr [NAME]) and that Mr [NAME] should have made the new Board aware of the problem immediately in February 2024. The water licences were regarded as business critical and that Mr [NAME] failing in this regard amounted to gross misconduct and that accordingly, he should be dismissed without notice.

71. The decision to dismiss, based upon that advice, was taken by Ms [NAME]. The letter of dismissal is dated 7 January 2025 and is to be found at page 375 in the Bundle. The letter of dismissal refers to the failure to disclose the six matters listed, negligence in allowing the water abstraction licences to expire on 31 March 2024 and not providing the Board of Directors with an update until 1 October 2024. The letter states:

“I have decided that your conduct has resulted in a fundamental breach of your contractual terms which irrevocably destroys the trust and confidence necessary to continue the employment relationship. I have referred to our standard disciplinary procedure when making this decision. It states that an act of misconduct of this nature warrants summary dismissal, however, I have considered whether in the circumstances a lesser sanction may be appropriate. However, I am unable to apply a lesser sanction in this case because of the reasons given.” 72. Mr [NAME] appealed against the dismissal by letter dated 10 January 2025, (page 484). He argued that: 72.1. Ms [NAME] and Mr [NAME] knew of the licence expiry because they were provided with copies of the licences in the transaction. 72.2. That his manager, the CEO Mr [RESPONDENT], knew. 72.3. That the Respondent was aware of HR matters from the previous January Board Meeting. 72.4. That he was not the only Board member to transition between the previous regime and that of Mr [NAME]. 72.5. That he had informed Ms [NAME] and Mr [NAME] about the licence expiry shortly after Mr [NAME] resignation. 72.6. That the water licence expiry was Mr [NAME] responsibility. 72.7. That there was enough water.

Case Number: 6022053/2025.

12 73. Mr [NAME] also appealed against the grievance outcome on 11 January 2025, (page 385). Part of his appeal was that Mr [NAME] had been involved in the disciplinary investigation, that he and Ms [NAME] are partners and so he should not have been involved in the process.

74. On 30 January 2025, [NAME] were appointed to consider the appeal. A Mr [NAME] was appointed to conduct the appeal. He produced a report dated 6 February 2025 recommending that the appeal should not be upheld, (page 421).

75. The grievance appeal was not upheld. Nor was the appeal against dismissal. The letter dismissing the appeal against dismissal was dated 10 February 2025. The decision not to uphold the appeal was taken by Ms [NAME], acting on the recommendation of [NAME].

Conclusions 76. Having regard to the evidence in the Bundle and having heard evidence from Ms [RESPONDENT], I am satisfied that the reason the Respondent dismissed Mr [RESPONDENT] was his conduct. Specifically, not just in failing to procure the renewal of the water licences, but also his failure in his capacity as a Director, to inform the [NAME] of Directors of that situation until 25 September 2024. His culpability in that regard was in the mind of Ms [NAME], enhanced by his failure to disclose the HR issues to which he was privy and to mention the theft.

77. I am further satisfied that Ms [NAME] had reasonable grounds for believing that Mr [NAME] was guilty of that misconduct. On the facts, it is not in dispute. He was unsuccessful in renewing the water licences before they expired. He did not inform the Respondent of the water licence situation until 25 September 2024. He did not inform the Respondent of the HR issues relating to [NAME] and [NAME], nor of the theft of money.

78. A reasonable investigation, (it does not have to be perfect) was undoubtedly undertaken with thorough investigations conducted by [NAME] including the gathering of relevant documentary evidence and interviewing of relevant witnesses.

79. The crux of this case lies in the question of whether or not the decision to dismiss lay within the range of reasonable responses.

80. Was a fair procedure followed? I was not provided with any evidence by either party as to the size and administrative resources of the [NAME]. I know that the size of the Board was limited to Mr [NAME], Ms [NAME], Mr [NAME] and the new CEO. I know that the business faced serious financial difficulties. The procedure followed was not without its difficulties. Mr [NAME] sat in on the disciplinary hearing, but had no role to play. He is partner to the ultimate decision maker, Ms [NAME]. Ms [NAME] was the decision maker both in respect of the

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13 decision to dismiss and the decision not to uphold the appeal. That is a departure from the ACAS Code of Practice. Once Ms [NAME] had taken the decision to dismiss, there was nobody more senior to hear the appeal. The new CEO could have taken responsibility for making the decision as to whether or not to follow the recommendation to dismiss, leaving Ms [NAME] to deal with the appeal. Mr [NAME] was Mr [NAME] new line manager. However, I do not think that possibility is sufficient to take the dismissal procedure outside the range of what would be reasonable in the circumstances and render it unfair, when looked at overall, given the lengths the Respondent did go to, to ensure objectivity and independence by appointing [NAME] to deal with each stage of the process and each step undertaken by somebody different, with freedom to reach their own conclusions.

81. Ms [NAME] in making both the decision to dismiss and the decision not to uphold the appeal, followed the recommendations of [NAME].

82. It is surprising that in the process of investing £5 million in the business, Mr [NAME] did not uncover something as important as that the water abstraction licences were about to expire. It is also surprising that board minutes were not inspected in order to establish, amongst other things, whether there were important Human Resources issues to be concerned about. It would be unfair if Mr [NAME] were dismissed because Mr [NAME] and Ms [NAME] were unaware of those issues and were cross upon discovering them, when arguably, perhaps they ought to have discovered them for themselves.

83. However, it is not as simple as that. Mr [NAME] was not just an Estate Manager. He was a Director. That title brings with it important responsibilities. The importance of those responsibilities is made clear in his Service Agreement. It is crucial that the Directors of a business conduct themselves with integrity and in good faith. (what lawyers call the fiduciary duty).

84. It may seem harsh to criticise Mr [NAME] for not informing the Board about the theft of money when the Finance Director and Company Secretary apparently knew. The fact of the matter is that he sat in on a board meeting and separately, had discussions with the Chair of the Board and did not mention it. I found [NAME] evasive when he was questioned about this, he seemed to suggest that he could not tell the Board about the situation because it was still being investigated by the Police and it was not known if the missing money was due to theft or not. Mr [NAME] should have told the Board about the missing money. Of course the Finance Director and the Company Secretary should have told them, but so too should Mr [NAME].

85. Although the previous Board had known about issues with [NAME] and [NAME], [NAME]’s grievance was four months later, when the new Board was in place. The subsequent negotiations for and reaching settlement were under the regime of the new Board, as was the issue of Employment Tribunal

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14 proceedings by [NAME]. The primary responsibility may have laid with Mr [NAME], but [NAME] cannot escape responsibility as he too was a Board member. If he saw [NAME] not fulfilling his responsibilities, Mr [NAME] had a responsibility to inform the Board of these matters.

86. Mr [NAME] instructing Mr [NAME] not to inform Ms [NAME] about the Settlement Agreement is outrageous and obviously so. Mr [NAME] cannot hide behind what he says were his instructions from Mr [NAME] when it comes to his own responsibilities as a Director and member of the Board. The Board, [NAME] and [NAME], were entitled to conclude that the withholding of this information, in particular information regarding the settlement with Ms [NAME] in relation to allegations that implicated Mr [NAME], undermined trust and confidence in Mr [NAME].

87. I found Mr [NAME] evidence in cross examination that he thought it acceptable not to inform the Board about the [NAME] settlement, in particular because the settlement contained a confidentiality agreement, entirely unconvincing.

88. That Mr [NAME] had failed in his attempt to renew the water abstraction licence in early April 2024, was clearly something the new Board should have known about, it should have been told about. Equally clearly, the Board should have been told about the fact that both licences had expired on 31 March 2024, on that being discovered in late April or Early May 2024. The licences were something that was Mr [NAME] responsibility. Mr [NAME] had said as such, [NAME] and Ms [NAME] were entitled to conclude that it was his responsibility. On the basis that the reminder from the Environment Agency went to Mr [NAME] and that in the email exchange on 21 December 2023, he told the Accountant, “I’m on to this – still need to submit” corroborates that it was his responsibility and I find that it was. 89. [NAME] and Ms [NAME] were entitled to find that Mr [NAME] failed in his responsibilities with regard to the water licences and that he had withheld that information from the Board.

90. The failings on Mr [NAME] part but in particular, his failing and his withholding of information in relation to the water licences, are in breach of his obligations under Clauses 2.2.10 and 2.2.11 of his Service Agreement and is misconduct that is likely to and did destroy mutual trust and confidence between Mr [NAME] and his employer.

91.

I therefore conclude that the decision to dismiss Mr [NAME] was within the range of reasonable responses.

92. I also conclude, on the balance of probabilities, that Mr [NAME] was guilty of the misconduct for which he was dismissed, which amounts to gross misconduct in breach of his Service Agreement. He is therefore not entitled to notice pay either.

Case Number: 6022053/2025.

15 93. Ms [NAME] stated in evidence that she took into account that Mr [NAME] had no disciplinary record but did not regard that as sufficient mitigation. I accept her evidence. 94. Mr [NAME] complaints of unfair dismissal and wrongful dismissal fail and are dismissed.

Approved by:

Employment Judge M Warren

Date: 27 March 2026

Sent to the parties on: 12 May 2026

For the Tribunal Office.

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