Andrew Dixon v GlobalData plc

In proprietary estoppel, the usual starting point for relief is enforcement of the promised benefit, but the remedy remains discretionary. The court must address the unconscionability arising from repudiation and may reduce or alter the remedy where full enforcement would be unjust or disproportionate. Guest v Guest [2024] AC 833 does not impose a rigid valuation date. The court must assess the circumstances when determining how the unconscionability should be remedied. Where the promise is uncertain in scope, unconscionability may be assessed separately in relation to different parts of the promised benefit. Equity looks to substance rather than the formal structure selected to deliver that benefit.

The claimant had previously succeeded at trial in establishing that the defendant assured him that share options under its 2010 employee share option plan would remain exercisable after his employment ended, and that he relied detrimentally on that assurance. The trial judgment, [2025] EWHC 2156 (Ch), left the appropriate remedy for a separate hearing.

The remedy hearing concerned the monetary value of options in tranches 2 and 3, the significance of the date on which the defendant’s conduct became unconscionable, whether the claimant was entitled to treatment equivalent to other option holders despite the use of a replacement scheme, and the appropriate rate and commencement date for interest.

1. Relief in principle. The defendant accepted that the claimant was entitled to a proprietary estoppel remedy, and the parties agreed that monetary compensation was appropriate rather than specific enforcement. Applying the principles in Guest v Guest [2024] AC 833, the normal starting point was to hold the promisor to the promise. The remedy remained discretionary, and the defendant bore the burden of showing that full enforcement, or its monetary equivalent, would be out of all proportion to the detriment.
2. Tranche 2. The court rejected the claimant’s proposed valuation by reference to the elevated market price on 16 November 2020. Equity did not require identification of a single precise date when unconscionability arose, nor did it impose a fixed market-value rule. The appropriate value was the strike price that the claimant would probably have received had he been treated like the other option holders. The award for tranche 2 was £175,358.66.
3. Tranche 3. The claimant’s assurance was that he would continue to exercise his options on the same basis as the other Plan members. The court assessed separately whether denial of the tranche 3 entitlement was unconscionable. The defendant could not defeat the equity merely by choosing to use a formally new scheme rather than extending the original Plan. The replacement scheme was treated for accounting purposes as a continuation of the Plan, and the claimant had been excluded without good reason. He was therefore entitled to compensation based on the strike price. The award for tranche 3 was £266,878.34.
4. Interest and order. The court applied the general considerations identified in Carrasco v Johnson [2018] EWCA Civ 87 and awarded simple interest at 2% above base rate. Interest was to run from the dates on which participating option holders received their bulk-sale entitlements, or from a midpoint if payment dates spanned a period. There was judgment for the claimant in relation to tranches 2 and 3.

The judgment arose from a separate remedy hearing following the trial decision in the same proceedings, reported at [2025] EWHC 2156 (Ch). The court determined the proprietary estoppel remedy and consequential interest.