Alexander James Woolgar v Newport Capital & Guarantee Limited

The court held that the Claimant did not agree with the Defendant to reduce his salary from £250,000 to £60,000 per annum. The judge treated the Service Contract (notably clauses 5.1 and 5.3 and related provisions) as binding and concluded that the contested board minutes and a post-meeting letter lacked sufficient weight to displace contemporaneous documentary material and credible oral evidence. The decision turned on witness credibility, the contemporaneous negotiation correspondence, the provenance and reliability of board minutes in light of the Companies Act 2006 (sections 248 and 249), and the Defendant’s defective disclosure. The Claimant’s claims for accrued salary, severance pay and holiday pay were upheld and quantified.

This first-instance trial concerned whether, on 5 August 2019 (or at the adjourned 22 July 2019 meeting), the Claimant had orally agreed with the Defendant to reduce his contractual salary from £250,000 to £60,000 per annum. The Claimant sued for unpaid accrued salary, severance (notice) payment under his five-year fixed service contract and holiday pay; the Defendant countered that the parties had agreed a salary reduction and relied heavily on board minutes and a letter dated 30 July 2019.

(i) Nature of the claim/application: The Claimant sought judgment for accrued salary (1 January 2019 to 25 August 2020), severance pay for the unexpired contractual period (to 30 April 2025), and holiday pay in lieu. A separate small claim for a Bramdean deposit was conceded by the Defendant shortly before trial and judgment was to be entered for the Claimant on that point.

(ii) Issues framed by the court: The principal issue was whether the Claimant agreed to reduce his salary to £60,000 (the summary judgment stage had left that single triable issue). Secondary factual questions relevant to credibility included the state of relationships between directors, the conduct of settlement negotiations after the 22 July 2019 meeting, the accuracy and weight of board minutes (including authentication under Companies Act 2006 ss.248–249), and the adequacy of the Defendant’s disclosure.

(iii) Concise account of the court’s reasoning:

• The judge applied conventional credibility and inference principles, weighing oral testimony against contemporaneous documents and inherent probabilities. The court emphasised that signed board minutes are important (referring to ss.248(1) and 249(1) CA 2006) but are not conclusively accurate if other evidence undermines them.
• The judge found the Claimant to be a truthful witness whose account was corroborated by contemporaneous informal communications, notably correspondence involving the Claimant’s adviser Mr Jacobs; by contrast significant parts of the evidence given for the Defendant, especially by Mr Keith Beekmeyer, were found to be untrue or unreliable.
• The Defendant’s minutes and a 30 July 2019 letter were afforded little weight because of inconsistencies, preparation and signing practices, and the absence of the Claimant’s signature; the court also noted failures in disclosure and the absence of other obvious witnesses (e.g. directors who had signed the minutes).
• Accordingly the court concluded there was no oral agreement to reduce salary, and awarded the contractual sums claimed (detailed below), with interest as ordered at the summary judgment stage.

The judgment also noted the Defendant’s significant failure to comply with disclosure obligations and invited the parties to agree consequential orders, with a costs hearing if necessary.

Claim succeeded. The court found that the Claimant did not agree to reduce his salary from £250,000 to £60,000 per annum; the Defendant’s reliance on board minutes and a July 2019 letter was rejected as insufficiently reliable in light of contemporaneous documents, witness credibility findings (notably rejecting significant evidence by Mr K. Beekmeyer), and disclosure failures. The Claimant was awarded accrued salary, severance and holiday pay in the quantified sums set out in the judgment, and interest as previously ordered.