In December 2012, at the end of a year during which merger negotiations had been taking place, the claimant, a company secretary, received a letter from his Chief Executive thanking him for his contribution to the merger and saying that he was "pleased to inform you that you have been awarded a transaction bonus of GBP 487,925 in recognition of this". The bonus was paid to him ten days later. However, by the next April the merger had been agreed and the claimant was at risk of redundancy as a result. He was sent a letter terminating his employment with effect from 2 August 2013. The letter went on:
"In recognition of your receipt of a transaction bonus for your work regarding the proposed merger..., you hereby irrevocably waive all right and entitlement to receive a Prescribed Sum, whether such right or entitlement exists now or in the future. You hereby release the Company from its obligations under the corresponding clauses of the Employment Agreement."
The idea was that the claimant would sign a copy of the letter; he did not do so and was not paid the "Prescribed Sum" (which would have been £418,774). The Prescribed Sum was payable under a "change of control" clause in the claimant's service agreement which stated:
"...so as to diminish the inevitable distraction to you by virtue of the personal uncertainties and risk created by such a pending or potential Change of Control and to encourage your full attention and dedication to the Company currently and in the event of any potential or pending Change of Control, you will be paid the 'Prescribed Sum' (defined below) if your Employment is terminated after a Change of Control event occurs."
The employer's main argument in court for not paying was based on evidence that the claimant had been informed at a meeting in December 2012 (at which he was told that he was going to be awarded the transaction bonus) that he would not be entitled to the golden parachute as well because it would be "inappropriate" for employees to "double dip". As the Court said, the company could "inform" the claimant of whatever they liked, but unless it took the form of an offer to vary the service agreement which the claimant agreed to, it was a "futile waste of time". As the December transaction bonus was not contractual, the company could potentially have withdrawn it and re-awarded it on new terms, including that the golden parachute would not then be paid, but they had not done so.