IBM United Kingdom Holdings Ltd & Anor v Dalgleish & Ors

The court may revise an earlier judgment to correct a clear factual or legal error where jurisdiction exists, but correction remains discretionary. The appropriate correction is limited to the consequences of the error and does not ordinarily permit a party to introduce an argument which should have been advanced at the original hearing. Each corporate entity remains responsible for its own acts and liabilities, even where it participates in an integrated project and is controlled within the same corporate group. A court may leave an issue unresolved where deciding it would require further factual investigation and the party seeks to reserve it for an appeal.

This was a further judgment in proceedings concerning changes to pension arrangements under Project Waltz. The court had previously delivered a breach judgment and a remedies judgment, but later recognised that the relevant employees were employed by IBM United Kingdom Limited rather than IBM United Kingdom Holdings Limited.

The judgment addressed the extent to which the earlier judgments should be corrected, the attribution of contractual and trust-and-confidence liabilities between the two companies, the consultation issue, and a proposed new argument concerning consent to voluntary and compulsory redundancy programmes. Issues concerning the change of employment-retirement policy remained to be dealt with separately.

1. Correction of earlier judgments. The court had jurisdiction to amend the breach and remedies judgments to correct the clear error concerning the identity of the employer. The governing principles were sufficiently stated in Re L (Children) (Preliminary Finding: Power to Reverse) [2013] UKSC 8; [2013] 1 WLR 634. The exercise of jurisdiction was discretionary.
2. The correction should substitute UKL for Holdings as the company contractually liable for the breaches previously identified, while preserving the position that Holdings’ breaches concerning the Exclusion Notices, the ER Window and the change in ER policy were breaches of its own duty rather than established contractual breaches by UKL. Holdings remained unable to enforce the NPAs, although the contractual breach was committed by UKL.
3. The fact that Holdings and UKL acted together as part of Project Waltz, and that management presented a single IBM UK face to members, did not make either company responsible for the other’s acts. Liability remained attributable to each company’s own conduct. No conspiracy or procurement case between the companies had been pleaded or argued, and it was too late to introduce one.
4. The proposed alternative argument that UKL had breached its duty in relation to further elements of Project Waltz had not been advanced at the breach hearing. The court would not permit the earlier judgments to be reopened merely to introduce that argument. In any event, the argument raised unresolved questions of causation and remoteness.
5. The court left the proposed argument concerning the Separation Programmes for the forthcoming permission-to-appeal hearing. Deciding it would require further factual investigation, and the parties had not asked the court to amend the remedies judgment on that basis. The consultation reasoning could stand with UKL substituted for Holdings, subject to the possibility of an appeal concerning Holdings’ own role and to the undertaking to consult before serving further Exclusion Notices.

The judgment itself was a further first-instance decision addressing correction of earlier breach and remedies judgments. It records that IBM UK intended to seek permission to appeal limited aspects of the remedies judgment, but no appellate decision is stated.