Mr U Dutta v Revmo Europe Limited Heard via CVP (London Central) — 2022

The tribunal held that the unfair dismissal claim could not proceed because the claimant had less than two years' service when his employment ended on 27 September 2021. It also struck out the breach of contract claim concerning stock options for want of jurisdiction, finding that the matters complained of arose after termination, did not fall within the tribunal's jurisdiction as damages for breach of an employment or connected contract or recovery of a sum due, and in any event the stock option agreement was with the respondent's parent company rather than the respondent.

On the wages claim, the tribunal found that the parties' initial December 2020 discussions were superseded by the written contract presented on 21 December 2020. That contract provided for a salary of £20,000 from the outset, a review once seed fundraising of at least USD 500,000 had been achieved, and no obligation to award a salary increase following the review. The tribunal accepted that an earlier email recorded an understanding that the claimant would work for free until the fundraising threshold was met and then receive £60,000, but it found that the written contract, including its entire agreement clause, replaced those earlier discussions.

The tribunal interpreted 'seed fundraising round' as investment of at least USD 500,000 received by the company as part of a seed investment round, and held that amounts merely committed by potential investors did not count. It found that founders' money did not form part of the seed fundraising round, that the £9,500 paid by Frederic de Sibert was a temporary loan to cover payroll, and that the $12,500 US Government loan had been repaid and could not be treated as part of the fundraising total. On the evidence of the bank statements and funding timeline, the threshold had not been met by the termination date, so the claimant was not owed any further salary.

The tribunal rejected the claimant's arguments that the Home Office letter, the investor presentation, or the later reduction in the company's fundraising target automatically varied the contract or meant the threshold had been reached. It also held that the claim for a fair wage on a quantum meruit basis was outside the scope of the unlawful deductions from wages claim. The unlawful deductions claim was therefore dismissed.