Mr M A Evans v Adaptix Limited — 2025

Reserved judgment of a one-judge hearing at Reading. The claimant was a founder, statutory director and CEO of an early-stage X-ray source/medical devices company. He brought claims of breach of contract (concerning the activation of a salary increase) and unfair dismissal following his dismissal on 16 June 2023.

On breach of contract, the agreement of 31 March 2021 (as revised on 6 July 2022) provided for a salary increase to £186,850 once the company received an additional £4M (taking total equity investment to £8M). The claimant secured £6M in equity investment plus a £2M convertible loan note in October 2022. The tribunal accepted the respondent's position that a convertible loan note remains a debt unless and until conversion occurs and was therefore not 'equity investment' within the meaning of the agreement; the trigger condition was not met and the salary increase was not due.

On unfair dismissal, the tribunal accepted the dismissal was for some other substantial reason (a breakdown in the working relationship between the claimant and the company); the claimant himself accepted that his position had become untenable. The tribunal found the ACAS Code did not apply (the reasons were not conduct or capability) and that the respondent acted reasonably in dismissing without a formal procedure given the company's pre-revenue financial position, the need for urgent CEO action to secure investment, and the long history of unresolved remuneration disputes. Dismissal was within the range of reasonable responses.