Deputy chairman with 21 years' service loses constructive dismissal claim over boardroom criticism
A senior executive who resigned after a difficult board meeting failed to prove constructive unfair dismissal. The tribunal found no breach of trust and confidence despite 11 alleged incidents.
1 min read · Last updated 18 May 2026
Case details
- #constructive-dismissal
- #mutual-trust-and-confidence
- #board-meeting
- #tarf-forex-contracts
- #vat-loss
- #standing-desks
- #succession-planning
Key facts
- The claimant resigned on 21 July 2021, the day after a Board meeting where he felt criticised.
- The claimant had been demoted from CEO to Deputy Chairman in July 2020 but chose to stay.
- The respondent had entered into TARF forex contracts worth $18 million, far exceeding its dollar needs.
- A VAT loss of £10,000 occurred due to delayed French VAT registration.
- The claimant alleged breaches of the implied term of mutual trust and confidence based on 11 incidents.
- The tribunal found no breach of contract and dismissed all claims.
Timeline
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Claimant demoted from CEO
Mr Martin removed the claimant as CEO, leaving him as Finance Director and HR Director. The claimant initially resigned but was persuaded to stay.
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Claimant agrees to stay as Deputy Chairman
After Mr Martin apologised, the claimant accepted the role of Deputy Chairman in addition to his finance and HR roles.
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Conversations about age and future plans
Mr Martin asked the claimant his age and later about his future plans, suggesting he could train a replacement and take extended holidays.
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Standing desk discussion
The claimant sourced a standing desk sample after Mr Martin's request, but Mr Martin later opted for cheaper converters.
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Board meeting discusses forex contracts
The Board became aware of the scale of TARF contracts and potential losses of £422,000.
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Alleged disparaging remark about standing desks
The claimant alleged Mr Martin said 'why do you listen to Keith?' to a health and safety manager, but the tribunal did not find this proved.
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Directors' Dinner
The claimant felt ostracised due to seating arrangements and COVID rule concerns, but the tribunal found no deliberate mistreatment.
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Board meeting with additional agenda items
Four items were added to the agenda: VAT loss, forex contracts, HR disciplinary procedures, and management accounts. The claimant felt personally attacked.
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Claimant resigns
The claimant resigned, citing the Board meeting as the last straw. His last day was 31 July 2021.
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Conversation with Mr Leigh
The claimant discussed the forex contracts and other issues with the minority shareholder's nominee director.
The legal issue
The tribunal had to decide whether the respondent's conduct—including demotion, criticism over forex contracts and a VAT loss, and a perceived lack of support—fundamentally breached the employment contract, entitling the claimant to resign and claim constructive dismissal.
The outcome
The tribunal dismissed the claims for constructive unfair dismissal and wrongful dismissal.
- The claimant resigned after a board meeting where he felt personally attacked over four agenda items: a VAT loss, large forex contracts, HR procedures, and management accounts.
- He alleged 11 separate incidents dating back to his demotion from CEO in July 2020, including being asked about his age and future plans, a standing desk dispute, and feeling ostracised at a dinner.
- The tribunal found that none of the incidents, viewed individually or cumulatively, breached the implied term of mutual trust and confidence. Many were legitimate management actions or misunderstandings.
- No compensation was awarded.
Lessons & takeaways
- Constructive dismissal requires a fundamental breach of contract—feeling criticised or unhappy at work is not enough.
- A long-serving employee may still fail if the employer's actions are within reasonable management discretion.
- Keep a clear record of incidents you believe breach trust; vague or subjective feelings are unlikely to succeed.
- Resigning in the heat of the moment after a difficult meeting can undermine a constructive dismissal claim.
When boardroom pressure is not a breach of trust
This case shows the high bar for constructive dismissal claims, even for a senior executive with 21 years of service. The claimant resigned the day after a board meeting where he felt four additional agenda items—covering a VAT loss, large forex contracts, HR disciplinary procedures, and management accounts—were aimed at criticising him. He saw this as the 'last straw' in a series of incidents dating back to his demotion from CEO a year earlier.
However, the tribunal found that the respondent's actions were reasonable management decisions, not a campaign to undermine him. For example, the demotion was handled professionally, and the claimant had agreed to stay. The forex contracts and VAT loss were legitimate business concerns, and the board had a right to discuss them. Even the standing desk dispute was a minor operational matter.
What the employer did right
The respondent avoided a finding of breach by acting within its managerial prerogative. The tribunal noted that the claimant's demotion was accompanied by an apology and a new role, and that subsequent discussions about his age and succession planning were not aggressive or discriminatory. The board meeting, though stressful, was a standard governance process. The key lesson for employers is that robust performance management and honest discussions about business problems do not automatically break trust.
Why this result matters
This decision reinforces that constructive dismissal is not a remedy for workplace dissatisfaction or a single difficult meeting. Employees must show that the employer's conduct was so serious it fundamentally undermined the employment relationship. For claimants, it highlights the importance of documenting clear contractual breaches, not just subjective feelings of unfairness. For employers, it confirms that acting reasonably and professionally—even when delivering bad news—can defeat such claims.
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