BL-2023-001505 - [2025] EWHC 2156 (Ch)

Mr Nicholls KC began his closing submissions, in response to Mr Parfitt, by saying there were no disputed facts in this case, but a dispute about how the facts fall to be applied to the questions of law that arise. Save for the defendant’s assertion that Mr Dixon was in a material sense a ‘bad leaver’, and in light of my finding on the primary issue to arise, I agree with Mr Nicholls’ statement in this regard.

The only witnesses were the claimant himself, and for the defendant, Mr Lilley. Mr Lilley has been the defendant’s Chief Financial Officer since 2018, and was previously employed by the defendant in a financial role. He had no contemporaneous involvement in the negotiations over Mr Dixon’s departure in 2014.

The claimant was cross-examined fairly briefly, and his honesty was not impugned. Some of that questioning concerned Mr Dixon’s knowledge of the Plan rules and as to the reasons why other option holders were entitled to exercise their options later. I do not consider that relevant to whether his options lapsed or not.

Mr Nicholls did suggest to Mr Dixon that he did not leave Canadean on good terms. In his statement, Mr Dixon gives evidence about the key business relationships he built up, particularly with Coca-Cola, an important client to both Canadean and to the defendant. He also explains that there was nervousness within the company about his departure, and that he travelled to Coca-Cola’s headquarters in Atlanta after the date of his Settlement Agreement, in order to inform his contacts about his departure face to face. He indicates that there was frustration there about the lack of client consultation before his departure was announced, and also that he ensured completion of an annual study for Coca-Cola before he left. None of that evidence was challenged by the defendant. In those circumstances, and where the claimant remained in employment for longer than initially required for the benefit of both Canadean and its parent, the defendant, I accept that the claimant left Canadean on good terms.

Mr Lilley was cross-examined somewhat more extensively. Some of Mr Parfitt’s cross-examination sought to explore Mr Lilley’s evidence as to whether the defendant ever exercised its power under the Plan to extend Mr Dixon’s options. The real point there was to explore why there was no evidence from anyone who had been directly involved at the time. Mr Lilley was directly cross-examined mainly about the processes he followed in permitting the exercise of options under the Plan, and why Mr Dixon’s attempt to exercise options had been rejected.

One of the issues on which Mr Lilley was cross-examined was the lack of documentation pre-dating 2019. There was a limit to the data available to the defendant from that period. A letter from the defendant’s solicitors to the claimant’s solicitors dated 27 February 2025 on the question of disclosure explained that the defendant’s IT systems had migrated to Microsoft 365 in 2019, and then said:

One effect of this was that, when Mr Dixon appeared in 2020, limited records were available to the defendant. For instance, Mr Lilley had to ask Mr Dixon for a copy of his Settlement Agreement. Mr Lilley was patently candid about the limitation of the defendant’s documentation. He accepted that when Mr Dixon’s options were removed from the spreadsheet or option tracker (mentioned further below), clause 16 of his Settlement Agreement probably was not checked, and he accepted that the position would have warranted further investigation if it had been considered.

Mr Lilley was in my view a patently honest witness, and it was not suggested otherwise. He understood and respected the limits of his knowledge of what had happened in 2014 and readily accepted shortcomings in the defendant’s records, such as the lack of knowledge, e.g. whether there were other relevant settlement agreements of which he was unaware.