KB-2023-003510 - [2025] EWHC 1755 (KB)

This item, numbered 19 in the Schedule, relates to public statements made concerning the circumstances of termination of the directorship and employment of Mr Dowding. It relates to paragraphs 5, 6, 14 and 15 of the Claim Form, and a significant number of paragraphs of the Particulars of Claim.

The first of those paragraphs in the Particulars of Claim, paragraph 133, complains about announcements made to the public on 15 September 2017 through the London Stock Exchange and The Times newspaper specifically, but also other media organisations. The complaint is that these statements concerning termination of Mr Dowding’s directorship and employment were not only inaccurate but also were released without prior consent from him.

Paragraph 135 contains the allegation which appears to me probably be a summary of the heart of Mr Dowding’s case concerning these announcements, which is that the public announcements were inaccurate, specifically in saying he had had gone “absent without leave”, and stating that the reason for termination was a loss of confidence in Mr Dowding when in reality, it is alleged, that Mr Shah and others had “… overseen a process designed to bring about the termination of the claimant's employment and/or directorship by the use of iniquitous and/or unlawful means conspiracy”.

Paragraph 138 complains that the public announcements included details of Mr Dowding’s disciplinary process that were inaccurate and misleading.

Paragraphs 140 and 141 plead that the information that was released was “self-evidently private or confidential” and that Mr Dowding had a reasonable expectation of privacy in respect of the same, and that the employer company’s misuse of the same by (but not necessarily limited to) the public announcements caused him serious damage.

Paragraphs 142 to 145 raise complaints that the inaccurate information in the public announcements breached Mr Dowding’s rights in accordance with data protection principles, that the announcements were made in breach of the duty of care that was owed to him by his employer, and that the inaccurate and negligent misstated public announcements have caused him considerable damage and distress.

Paragraph 187 makes a further reference to these announcements in relation to an offer of settlement dated 5 February 2018, which did not include an offer to correct the same, and which is said to have been unacceptable for this and other reasons.

Finally, paragraphs 214(xi) and (xii) make substantial claims for damages which appear relate back to these announcements. There is a claim for £1.26 million or alternatively £260,000 in damages in subparagraph (xi) and a claim for distress that is put in the sum of £56,200 at paragraph (xii). As these damages claims make reference to breach of contract, and issues of misuse of private information, breach of confidence and misuse of personal data, they appear to relate back to these particular claims.

The Defendants’ primary submission in relation to these allegations is that they have been disposed or largely disposed of by the rulings of the Employment Tribunal.

In this regard, the Defendants start with the final bullet point in paragraph 15 of the Tribunal judgment, which identifies one detriment allegation in these terms:

“Post termination, the Respondent and/or Mr Shah making malicious, false or misleading statements to the media concerning the circumstances of the dismissal which caused the Claimant anxiety, distress and unjust damage to his reputation.”

The Tribunal dealt with that particular allegation at paragraph 140, in which they concluded that Mr Dowding was not subjected to detriment as a result of communications with the media and particularly false and misleading statements to the media. In that paragraph, the Tribunal only deals in terms with two publications: (1) a publication resulting in an article in the Times newspaper and (2) an announcement made to Bloomberg. One of Mr Dowding’s points in this context is that the Tribunal does not deal with the regulatory announcement that was made, although that was specifically made part of the subject of complaint in Paragraphs 18 and onwards of his Particulars of Claim before the Employment Tribunal, which include reference to “an inaccurate and misleading Regulatory News Announcement made by the Company”.

The Defendants’ primary argument, as I say, is that these allegations are covered by issue estoppel. Their secondary argument is that the claims are, in any event, unsustainable. There is no seriously arguable case for breach of confidence, misuse of private information, negligent misstatement, or breach of data protection principles, or, for that matter, breach of contract, on the basis that, in the briefest summary, the contents of what was made public are accurate, and comprise information that it was lawful for the company to make public. If anything, the announcements underplayed the significance of the events leading up to the termination of Mr Dowding’s employment and directorship, and the rubric of “loss of confidence” was, if anything, an understatement of what could properly have been said about those circumstances. As far as the contract is concerned, this had come to an end with Mr Dowding’s dismissal on 14 September 2017, which the Defendants point out is his pleaded case, both in front of the Tribunal and in front of this Court in the Particulars of Claim.

Dealing first with the regulatory announcement, the AIM rules for companies in the July 2016 edition, promulgated by the London Stock Exchange, provide at paragraph 17 (reading only relevant words): “An AIM company must issue notification without delay of... the resignation, dismissal or appointment of any director, giving the date of such occurrence”.