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

The Tribunal judgment at paragraph 140 states “contrary to being false or misleading, it was reported that Mr Shah had provided a carefully weighted response, further that he had refused to divulge details”. It appears to me from this language that the Tribunal may have taken those remarks in the Times article as being a factual statement that Mr Shah was providing a carefully weighted response, as opposed to those words reflecting the appraisal of the journalist, but maybe this is unfair to the Tribunal, as they are careful to say (emphasis added) “it was reported that”.

I do not consider that it is appropriate for me to seek to go behind the findings of the Tribunal, although I do just voice an element of reservation that the topic of whether Mr Dowding had not been in touch with the company to the extent that Mr Shah is attributed as having told the newspaper and the question of whether the response was carefully weighted do not appear to me to be self-evident from what I have seen.

But essentially, the same point remains, that the substance of what was reported in the newspaper is no more than the truth, and the factual description of matters is, if anything, favourable to Mr Dowding in that, in accordance with the findings of the Tribunal, an explanation of the circumstances of his dismissal that was much less sympathetic to him could accurately have been given by the company.

The only other publication that I propose to refer to is the Bloomberg publication, and that, again, is to the effect that there was a breakdown of trust and confidence. The relevant quotes are, first of all, some words attributed to Mr Shah in the middle quote: “It was nothing to do with trading or finances. We just sort of felt that there were a few relationships that had broken down.” Then, later in the Bloomberg article, these words appear: “There was a “fundamental” deterioration in the trust and confidence between Dowding and the board, as well as other employees of the company, Shah said. “Dowding was not doing anything illegal”, he added.”

In my judgment, all of the causes of action that are sought to be relied upon on the basis of these publications are plainly hopeless. There is no real prospect that any of them would succeed at trial. In substance, this was not a misuse of private information. It was not a breach of confidence. It was not a breach of any data rights that Mr Dowding may have had. It was an announcement of accurate information concerning the circumstances of the termination of his employment and his directorship. If and to the extent that anything was not accurate or not fully accurate, it was more anodyne that it might have been in his favour. Further, all that was announced was communicated to a public that had, in my judgment, an absolutely clear right to know the substance of what was being announced.

He, Mr Dowding, was the Group Finance Director of an AIM listed company. The fact that he had been dismissed from his employment and his directorship, seems to me to be manifestly something which it was appropriate for the company to announce to the public, in a way that did not mislead anybody as to the financial circumstances of the company, did not have an improper effect upon the movement in share prices, and formed part of appropriate transparency about the financial and commercial dealings of companies in which the public invest; and, for that matter, which financial journalists have a perfectly understandable and lawfully recognised interest in reporting.

The grievance that misuse of private or confidential information, or announcements in breach of contract or a duty of care occurred here is, in my judgment, quite plainly without any foundation at all. It would be wrong to seek to litigate these issues to trial, when they have no real prospect of success, regardless of the fact that the substance of the matter, although maybe not in terms the regulatory announcement, has plainly been determined already by the Employment Tribunal in the tribunal proceedings.