The High Court has determined the relief due to a former employee following its earlier decision in <span class="news-text_italic-underline">Dixon v GlobalData PLC [2025] EWHC 2156 (Ch)</span>, in which the Court held that the claimant was entitled to a remedy grounded in proprietary estoppel.
In the 2025 judgment, the Court found that the defendant had assured the claimant that, notwithstanding the ending of his employment, his share options would remain exercisable. In reliance on that assurance, the claimant extended his employment by three months and accepted restrictive covenants. When he subsequently sought to exercise his options, the defendant contended that they had lapsed upon termination of employment. The Court upheld the claimant's proprietary estoppel claim and found him entitled to a remedy.
The proceedings addressed two questions: first, how equitable compensation in respect of the "tranche 2" options should be valued; and secondly, whether the "tranche 3" options fell within the scope of the relief to which the claimant was entitled.
The claimant contended for a higher valuation based on the market price of the defendant's shares on the date the company communicated its refusal to permit him to exercise his options. The Court rejected this approach. Applying the principles set out in <span class="news-text_italic-underline">Guest v Guest [2022] UKSC 27</span>, it held that the claimant should be compensated by reference to the lower price actually applied to other option holders who had elected to exercise and sell their options through a bulk sale process. This approach more accurately reflected the expectation created by the company's assurance — namely, that the claimant was to be treated in the same manner as other plan participants and avoided placing him in a more favourable position than those participants.
The Court further held that the tranche 3 options also fell within the ambit of the claimant's entitlement to relief. These were replacement options granted in 2021 following the expiry of the original ten-year plan and had not been extended to the claimant on account of his having left employment. However, given that all other continuing plan members had received replacement options, the Court found it unconscionable to exclude the claimant from that benefit. He was accordingly awarded equitable compensation in respect of both tranches 2 and 3, calculated by reference to the market price used to determine sale proceeds for other option holders in the bulk sale process.
<span class="news-text_medium">Case:</span> <span class="news-text_italic-underline">Dixon v GlobalData PLC [2026] EWHC 850 (Ch)</span> (15 April 2026, Master Brightwell)
