Farm manager removed as director: dismissal for breakdown in relationship was fair
A farm manager who was removed as a director and then dismissed was not unfairly dismissed, but the tribunal awarded him £3,077 for unpaid notice, holiday pay and expenses.
2 min read · Last updated 18 May 2026
Case details
Key facts
- The claimant was employed as Managing Director from 24 October 2016.
- The claimant was removed as a director at a meeting on 28 September 2020.
- The respondent did not follow any disciplinary procedure before dismissal.
- The claimant was not paid beyond September 2020.
- The respondent admitted liability for holiday pay (£1,657.08) and expenses (£255.71).
- The tribunal found the real reason for dismissal was a breakdown in the relationship.
Timeline
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Claimant appointed Managing Director
The claimant began employment as Managing Director after his brother was removed from the farm.
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High Court orders share transfer
The High Court ordered the claimant to transfer shares to his brother, making the brother majority shareholder.
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Notice of meeting to remove director
The respondent gave notice of a general meeting to remove the claimant as a director.
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Claimant removed as director
At a meeting, the claimant was removed as a director. He stated he was dismissed; the respondent did not clarify otherwise.
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Claimant filed grievance
The claimant submitted a written grievance asserting unfair dismissal.
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Respondent replied to grievance
The respondent's letter did not dispute the claimant's view that he was dismissed and did not offer continued employment.
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Respondent sent protected conversation email
The respondent emailed the claimant suggesting a protected conversation, which the tribunal interpreted as an attempt to negotiate termination.
The legal issue
The tribunal had to decide whether the claimant was dismissed, and if so, whether the dismissal was unfair and whether the claimant was entitled to notice pay.
The outcome
The tribunal dismissed the unfair dismissal claim but upheld the wrongful dismissal claim.
- The claimant was dismissed when he was removed as a director on 28 September 2020.
- The reason for dismissal was a breakdown in the relationship, which is a potentially fair 'some other substantial reason'.
- The employer acted reasonably in treating that as sufficient, given the family business context and the High Court order transferring shares.
- However, the employer did not follow a disciplinary process and failed to prove gross misconduct, so the claimant was entitled to notice pay.
- Compensation: £3,077.00 (gross) for wrongful dismissal (notice pay), plus agreed holiday pay of £1,657.08 and expenses of £255.71.
Lessons & takeaways
- Removing a director does not automatically end their employment contract — a separate dismissal process is needed.
- A breakdown in the relationship can be a fair reason for dismissal, but employers should still follow a fair procedure.
- If an employer wants to dismiss without notice for gross misconduct, they must have clear evidence and follow a proper investigation.
- Employees who are also directors should check whether their employment contract gives additional protections beyond company law.
When a director removal becomes a dismissal
This case shows how a family farm dispute led to a dismissal that was fair in substance but flawed in process. The claimant had been managing director of John P Gee & Sons Limited for four years when a High Court order transferred shares to his brother, making the brother the majority shareholder. The brother then called a meeting to remove the claimant as a director. At that meeting, the claimant said he was dismissed, and the employer did not correct him. The tribunal found that this amounted to a dismissal.
Why the unfair dismissal claim failed
The tribunal accepted that the real reason for dismissal was a breakdown in the relationship between the claimant and the new majority shareholder. This is a potentially fair reason under the 'some other substantial reason' category. Given the family business context and the High Court order, the tribunal decided that the employer acted reasonably in treating the breakdown as sufficient to dismiss. However, the employer did not follow any disciplinary procedure or give the claimant a chance to respond. Despite this, the tribunal concluded that any procedure would have made no difference because the relationship was irretrievably broken.
The notice pay victory
Although the unfair dismissal claim failed, the claimant succeeded in his wrongful dismissal claim. The employer had not paid any notice pay, arguing that the claimant was guilty of gross misconduct (unilaterally reducing the farm's acreage and poor management). But the tribunal found that the employer had not proved gross misconduct. The claimant was therefore entitled to his contractual notice period. The tribunal awarded £3,077 gross for notice pay, plus agreed sums for holiday pay (£1,657.08) and expenses (£255.71).
What this means for similar cases
This case is a reminder that removing a director does not automatically end their employment. Employers must still follow a fair dismissal process, even if they believe the relationship has broken down. For employees, the case shows that even if an unfair dismissal claim fails, a wrongful dismissal claim for unpaid notice can still succeed if the employer cannot prove gross misconduct.
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