![BL-2023-001505 - [2025] EWHC 2156 (Ch)](https://backend.juristeca.com/files/emisores/logo_O3rEzCI.png){kind=logo}
Section 1
This judgment will be handed down remotely by circulation to the parties' representatives by email and release to The National Archives. The date and time for hand-down is deemed to be 10:00am on Tuesday 26 August 2025.
Master Brightwell:
From January 2006 to 31 December 2014 the claimant, Mr Andrew Dixon, worked for a company known as Canadean Limited (“Canadean”). Canadean is a company providing market research in the beverage industry. In September 2010 the defendant, Progressive Digital Media Group plc, since 2016 known as GlobalData plc, acquired Canadean.
This claim concerns the exercisability of share options granted to the claimant, in the defendant company’s unapproved employee share option plan 2010 (“the Plan”) during his period of employment within its group of companies. The claimant claims that his options were extended to continue beyond the end of employment and that he validly sought to exercise them in 2020 and 2022, and seeks an order for specific performance or damages accordingly. In the alternative, he claims a remedy relying on proprietary estoppel.
Before explaining the issues to arise, it is convenient to set out the factual background leading up to the termination of the claimant’s employment with Canadean.
Following the defendant’s acquisition of Canadean, on 1 January 2011, the claimant was issued with 400,000 ordinary share options in the Plan.
In September 2014, the claimant was informed by his line manager, Mr Tim Royston-Webb, that he was being let go from his employment. Mr Dixon’s team was not on track to meet Canadean’s strategic targets, and it had earlier been indicated to him that if performance did not improve his employment may be at risk. The company’s HR department then sent him a draft settlement agreement, which made no reference to his stock options.
After the claimant made some internal complaint about the way he had been treated, he met in late September 2014 with Mr Simon Pyper, then Chief Executive Officer of the defendant. Mr Dixon gives evidence that, following Mr Pyper’s intervention, he was requested to stay in post until the end of December 2014 (having initially been asked to leave at the end of September 2014) and asked to agree various restrictive covenants, including not working for any competitors for four months after the end of his employment.
In evidence, Mr Dixon said the following, which was not challenged in cross-examination:
‘30. I recall very definitely that Simon did not caveat his assurances regarding my options. There were no time limits or any other conditions imposed upon my options, nor any discussion regarding Simon needing any further approval from anyone in the Defendant. I do not recall the phrase “vest in line with current conditions” … or any similar words being said by Simon.
It was not a long meeting and my main takeaway was that I could keep my options after leaving CL. My understanding (at the time and still to this day) was that, subject to my options hitting the relevant (GD) EBITDA targets in the future, they would vest and I would be able to exercise them. It was as simple as that and I did not overthink it whatsoever. I did not think about (nor did I look at any time at) the Plan rules and they were not mentioned. I took Simon's offer/assurances at face value and assumed that I would be entitled in the future to what he said I would be entitled to.’
Following that meeting, on 29 September 2014 Mr Pyper sent an email to Mr Dixon, attaching a letter in the following terms. The email was copied to Mr Paul Downes, then the Chief Operating Officer of the defendant company, and read simply, ‘I hope the attached meets with your agreement’.
“Compromise Agreement – Amendment
Whilst I fully support the decision as detailed in Tim Royston-Webb’s email to you (29 August 2014), I am of the view that the matter was indelicately handled and was certainly not conducted in a manner which recognised your seniority and many years of loyal service.
For this, I offer my sincere apologies.
With regards to our conversation this morning and subject you [sic] agreeing to extend your termination date to 31 December 2014, I can confirm the following:
1. Restcitive [sic] covenants will extend to four months post your termination date.
2. The 44,000 of outstanding share options will be added to your compromise settlement and will vest in line with current conditions.
3. All other conditions remaind [sic] unchanged.
I trust that the above is agreeable to you.
Yours sincerely,
Simon Pyper
CEO Progrssive [sic] Digital Media plc”
Mr Dixon goes on his witness statement to say this:
‘36. I have refreshed my memory regarding the terms of the letter. My understanding at the time (and to this day) is that the letter reflects our discussion earlier that day (save for the fact that I do not recall Simon mentioning anything to do with my options “vesting in line with current conditions”, as is stated in the letter). That sentence did not, and to this day, does not, really mean anything to me. I did not question it at the time or seek to understand what it meant. I simply understood that I would be allowed to retain all my rights in my share options as if I was an employee, and cash them in when the relevant EBITDA targets were hit in the future, just like everyone else who had options and still worked for CL or the Defendant.’
On 3 October 2014, four days after he had been sent the letter from Mr Pyper, Mr Dixon and Canadean entered into a Settlement Agreement. This included provision, consistent with the letter, providing for Mr Dixon to be subject to restrictive covenants, and clause 16 said as follows:
‘The Employee shall retain his entitlement to 44,800 share options in Progressive Digital Media Group PLC's Share Option Scheme following the termination of his employment.’
It is to be borne in mind that Canadean, the other party to the Settlement Agreement, was not the defendant, albeit that it was in the same group of companies.
Mr Dixon claims to have entered into the Settlement Agreement in reliance on assurances provided to him by Mr Pyper on behalf of the defendant. In that regard, he says this:
‘39. I relied on Simon's assurances (particularly the assurance that I would be allowed to keep my share options after leaving CL) when I signed the Settlement Agreement, giving up all my employment rights, agreeing to stay longer, and to the restrictive covenants. I assumed that, because the assurances (particularly regarding my share options) were included in the Settlement Agreement (which had been signed by me and by Simon) they were watertight. I had no reason to disbelieve those assurances.
If I had not agreed to extend my employment from September to December 2014, I would definitely have gone straight back into employment in October 2014. I had been headhunted and made an offer by Euromonitor International Limited in July 2014 (while I was still at CL), but I decided not to take up the offer and to stay at CL at the time. I believe this highlights that I was an attractive proposition to many businesses at that time, with my wealth of experience and excellent client relationships, and therefore believe that I could have obtained a new job quite quickly and easily.
If I had not agreed to the restrictive covenants (primarily the covenant not permitting me to work for any competitors in the world for 4 months) I would likely have targeted competitor companies and gone straight back into employment in January 2015 (possibly after taking a small amount of leave). As above, I consider that I was still a very attractive candidate in January 2015.
In actuality, and because I could not work for any of GD's competitors (which effectively meant all companies in my industry) because of the restrictive covenants, my (then) fiancé and I decided to go travelling in the intervening period and we got married in March 2015.’
I set out the relevant provision of the Plan rules below. They generally provide for an employee’s options to cease to be exercisable as soon as they are given notice of termination of employment, but the defendant has discretion by rule 7.1 to extend the period when they may be exercised. The claimant contends that his options were extended and that what Mr Pyper said and wrote to him shows that the defendant exercised a discretion under rule 7.1 of the Plan, such that he was entitled to exercise those options, as he later did or purported to do.
The key issues to arise on the claimant’s claim are, accordingly, the following:
Did the defendant exercise or purport to exercise its discretion to extend the period when the claimant’s options in the Plan could be exercised, to extend beyond the end of his employment and, if so, on what terms?
Can such an exercise of discretion in Mr Dixon’s favour be construed from what was proposed to him?
If the defendant did so exercise its discretion by the actions of Mr Pyper, did Mr Pyper have actual or ostensible authority to do so?
If there was no exercise of discretion, can Mr Dixon establish his entitlement to a remedy based on proprietary estoppel?
Does the exclusion clause in rule 14 of the Plan prevent Mr Dixon from pursuing his claim, if it would otherwise succeed?
In the event that the claimant succeeds, either by showing that the ability to exercise his options was extended by the defendant, or through estoppel, the question of remedy will arise.