Mr P Vergara v The Hub Exchange Limited — 2023

Mr P Vergara was employed as Chief Operating Officer under a contract that originally provided for a gross salary of £120,000 per annum and six months' notice. The Tribunal found that a written variation dated 10 June 2022 validly changed the pay structure for a period, with £96,000 to be paid in cash and £24,000 to be satisfied by B shares, but it treated that variation as temporary and said the underlying salary of £120,000 remained the foundation for later discussions.

The central dispute was whether later deferred salary was bindingly agreed to be converted into shares. The Tribunal accepted evidence that salary deferments and share conversions were discussed from time to time after June 2022, including in draft heads of terms and bridge-finance documents, but it found those documents were part of negotiations and not proof of agreement. It held that there was no clear, express agreement to vary the contract further, and that any agreement to conversion was conditional on all the claimant's terms being met, which did not happen.

The breach of contract claim was dismissed because the claimant's employment contract had not yet been terminated, so the Tribunal said it had no jurisdiction over that claim. By contrast, the unlawful deduction from wages claim succeeded: the Tribunal found the respondent had unlawfully deducted the net sum of £35,266.01 from wages and ordered that amount to be paid, with tax and NIC on the gross amount to be accounted for by the respondent.

The Tribunal also found that the respondent had not provided itemised pay statements for August to November 2022 and January 2023 to 4 July 2023, and ordered any missing pay statements to be sent to the claimant. No separate monetary award was made on that issue.