MacLeod v Mears Ltd

A claim for a personal bonus is distinct from a claim for a share in a pooled bonus. The latter must identify the contractual basis of entitlement, the share claimed and the alleged breach. A late amendment is determined by balancing all relevant circumstances, including the history and explanation for delay, prejudice to each party, and the clarity and particularity of the amendment. An amendment sought after judgment is not subject to the restricted jurisdiction governing variation or revocation of a completed judgment where no judgment order has yet been made.

The claimant brought a contractual claim against his former employer for bonus payments. Following a split trial on liability, the court found that a binding bonus agreement existed, but that it provided for a pooled team bonus rather than a personal entitlement. The claimant then sought permission to amend his case to pursue a share in the pool. The issues were whether the existing pleadings already covered that claim, whether the proposed amendment was adequately formulated, whether permission should be granted at that stage, and how costs should be dealt with.

1. Nature of the claim. The existing pleadings advanced a claim for a personal entitlement to specified bonus sums. A claim for a share in a pooled bonus was materially different. It required identification of the basis of entitlement, the share claimed and the different breach alleged. The existing claim therefore required amendment before a pooled-bonus claim could proceed.
2. Adequacy of amendment. The initial proposed amendments were insufficient because they did not explain the contractual basis of the alternative claim. The further amendments identified a sustainable claim based on entitlement to a share of the pool or damages for failure to establish and distribute the pool.
3. Late amendment principles. The relevant factors included the history and explanation for delay, prejudice to the claimant if refused, prejudice to the defendant if allowed, and the clarity and particularity of the amendment. Although the claimant’s explanation for delay was understandable but not good, refusal would potentially shut him out from pursuing a claim supported by the liability findings. The defendant’s prejudice was real but substantially less and could be addressed through directions and costs.
4. Post-judgment applications. Stewart v Engel [2000] 1 WLR 2268 concerned the restricted jurisdiction to reopen an order already made after judgment. That jurisdiction was not engaged because no judgment order dismissing the claim had been made and consequential matters had been adjourned. The lateness of the application remained an important discretionary factor, but did not prevent permission.
5. Permission to amend was granted. Consequential directions were left for agreement, and costs were reserved.

The judgment records a previous liability judgment handed down on 8 July 2014 in the same proceedings. This was a consequential ruling following that judgment, not an appeal.