Harlow v Artemis International Corporation Ltd
| Jurisdiction | England & Wales |
| Judge | The Honourable Mr. Justice McCombe |
| Judgment Date | 22 May 2008 |
| Neutral Citation | [2008] EWHC 1126 (QB) |
| Court | Queen's Bench Division |
| Date | 22 May 2008 |
| Docket Number | Case No: H107X02781 |
[2008] EWHC 1126 (QB)
IN THE HIGH COURT OF JUSTICE
QUEEN'S BENCH DIVISION
The Honourable Mr. Justice Mccombe
Case No: H107X02781
Mr. Akash Nawbatt (instructed by Bates, Wells & Braithwaite) for the Claimant
Mr. Daniel Stilitz (instructed by White & Case) for the Defendant
In this action the Claimant, Mr. Christopher Harlow, claims a sum of £61,798.03 pursuant to his contract of employment with the Defendant, Artemis International Corporation Limited, alternatively damages in the same sum for breach of the contract, and interest. The Claimant's case is that he is entitled to an enhanced redundancy payment, over and above his statutory entitlement, by virtue of his contract of employment. The Defendant has refused to make such a payment. The claimant says that the contract included the provisions of the Defendant's “Enhanced Redundancy Policy” published to employees, either as an express or an implied term of the contract; the Defendant says that that document did not form part of the contract.
The Claimant was first employed by the Defendant, at that time known as Metier Management Systems Limited, in August 1980. His role then was to work as part of a team to design and develop a new generation of computer software to execute on mainframe computers; the software came to be known as Artemis 9000. In August 1983, the Claimant left the company. He rejoined in October of that year, as is noted in his latest employment letter of 31 March 1993 (paragraph 6). From that time onwards the claimant continued to work on re-design work for Artemis 9000 and related matters. By 1999 the Claimant had acquired the job title of “Artemis Chief Architect” and was working on most projects within the Artemis portfolio, including a new “flagship” product known as Artemis 7.
Over the years of the Claimant's employment, the Defendant company has changed hands on many occasions. In about 1985, it was acquired by Lockheed Corporation. In the early 1990s it was sold by Lockheed to Lucas Industries and was renamed Lucas Management Systems Limited. There were subsequent changes of ownership. In about 1994, the company was acquired by Computer Sciences Corporation, then by the Gores Group (a United States company), then by a Finnish company called Proha Oy in June 2000. Finally, in July 2006, the present owners, Versata Enterprises Inc. (“Versata”), a subsidiary of Trilogy Inc., acquired the Defendant.
The Claimant gave evidence, which I accept, that these multiple sales and acquisitions frequently led to redundancies being effected by the new owners and that staff were constantly aware, in such a climate, that redundancy was a very real prospect. The Claimant says that he felt tied to the business, particularly because of the Final Salary pension scheme, and that his redundancy terms were important to him.
The principal terms of the Claimant's contract of employment are to be found in a letter to him from the Defendant, then known as Lucas Management Systems, dated 31 March 1993. The letter seems to have been occasioned by the transfer of the Defendant's facilities at Ipswich to Slough. The letter sets out the Claimant's job title, his salary, normal place of work, the transfer date to the new location. Clause 5 then provides as follows:
“Until your transfer to the new location your redundancy rights will not be adversely affected, provided you indicate your change of view within that period…”
The Claimant's “start date” with the company was identified as 3 October 1983. In clause 7 there is a notice provision stating that the Claimant's employment is subject to termination on either side by one month's written notice, with an extra week's notice to the Claimant after 5 years service, up to a maximum of 12 weeks. In clause 9 the Claimant is told that he will retain his “company car eligibility and petrol for private and business use in the UK, subject to the company's current car policy at the time of signing”. The offer of employment is stated to be open until 5 April 1993.
There then follows a paragraph of importance in this case in the following terms:
“All other terms and conditions are as detailed in the Staff Handbook as issued to you, and subject to its most recent update.”
The Claimant's signature accepting these terms is dated 5 April 1993.
The Claimant's case is that the “Staff Handbook” referred to in the letter of 31 March 1993 was originally a “hard copy” manual distributed to all staff. The evidence from the Claimant's witnesses, who were employees of the Defendant at the relevant times, was that hard copy manuals were delivered to staff from time to time, but in later years these were discontinued and substituted by an intranet website, called Lotus Notes, that was treated as the handbook: see Mr. Legge's statement at paragraph 8, Mr. Russell's oral evidence and Mr. Magee's oral evidence. Similar evidence was given by Mr. Magee and Miss White The evidence was that, in the minds of these witnesses, the handbook in its electronic form included all the papers and policies comprised in the electronic folder called “HR Policies and Procedures”: see e.g. Mr. Russell's and Mr. Magee's oral evidence. This folder included, they said, the Defendant's redundancy policy.
The Defendant's case is that the “staff handbook” in later years comprised only one of the folders included within the “HR Policies and Procedures” file on the electronic site, namely a document called “Our Employment Practices”. This document did not include the redundancy policy. None of the Claimant's witnesses would accept that the staff handbook comprised only the document called “Our Employment Practices”.
The Defendant's problem is that it has no direct evidence in support of its case in this respect. None of its witnesses became involved in the Defendant's affairs until 2006 and are quite unable to counter the evidence of the Claimant's witnesses as to what the Defendant's staff and management regarded as the “staff handbook” in the relevant period. Indeed, I was surprised to read in the witness statements of all the Defendant's witnesses a statement that they had “full knowledge of the facts of this case” when quite clearly they did not. Further, I was surprised that the Defendant's witness, Mr. Fallon, felt able to sign the statement of truth, which appears at the end of the Defence, when his knowledge of the pleaded facts was minimal. They could contribute nothing on these points (save in one small respect through Mrs. Abigail Payne – see paragraph 13) which are at the crux of this case.
The Defendant's assertion that the handbook comprised only the document entitled “Our Employment Practices” is founded almost entirely upon understandings loosely derived from the “due diligence” procedures on the acquisition of the Defendant in 2006. The “high water mark” of its case is a document entitled “Disclosure Schedules”, which included a Schedule headed “Schedule 3.09a. Employee Benefit Plans”. In relation to the United Kingdom the schedule includes a vast range of documents which, from their titles, suggest that they were documents that potentially gave rise to financial liabilities on the part of the Defendant. It included the redundancy policy. However, it also included a reference to “Our Employment Practices” followed by the words in brackets, “(Employee Handbook – Issued February 2002)”. The Defendant's case is that this description must have derived from some source within the old management team and is, therefore, a pointer to what was “the handbook” at this time.
The evidence got nowhere near establishing how this description came to appear on the schedule. It appears to have been a document prepared by the US lawyers advising the Defendant's parent company, but we learnt no more than that.
The one additional piece of evidence on this issue was given by Miss Abigail Payne, a human resources manager for Trilogy, who stated that the document entitled “Our Employment Practices” was bound and exhibited separately on a bulletin board at the Defendant's offices.
The Defendant further argues that the document called “Our Employment Practices” is a compendious document containing numerous terms, many of them apt to be treated as contractual. However, as the Claimant submits that document also fails to include many matters that are typically found in an handbook of this type, for example disciplinary and grievance matters, holiday entitlement, maternity rights and equal opportunities matters, sickness and redundancy policies, which are to be found in other parts of the intranet folder.
In these circumstances, in the face of evidence of the understanding within the Defendant at the relevant time, given by witnesses which I found to be entirely reliable, I have no hesitation in finding that the Defendant's staff, including senior management like Mr. Legge, Mr. Magee and Mr. Russell, at the material times regarded the whole of the folder entitled “HR Policies and Procedures” on the Lotus Notes site as the “staff handbook” after the discontinuance of the production of the hard copy publication. In the circumstances, I consider that it is clear that for all purposes those papers included on the Lotus Notes site in that folder were the “staff handbook” for the purposes of the Claimant's contract of employment as set out in the letter of 31 March 1993.
Mr. Stilitz for the Defendant submitted that the only document purporting to identify the “staff handbook” was the Disclosure Schedule produced on the purchase of the Defendant by Versata. He argues that nothing else can be relied on as identifying the staff handbook. I was not sure whether this was...
To continue reading
Request your trial
-
Reed Employment Plc and Others
...board had contractual effect. Custom, or long practice, had a similar result, as in Harlow v Artemis International Corporation Ltd [2008] IRLR 629, in which the making of enhanced redundancy payments was found by the court to have become a term of the contracts of all employees, because of ......
-
Mr D Allen and Mrs S Allen v DG Weaver Ltd: 1602255/2020 and 1602256/2020
...in the context of a relationship affecting ordinary people in their everyday lives”; (Harlow v Artemis International Corporation Ltd 2008 IRLR 629). A contract has to be interpreted in line with the meaning it would convey to a reasonable person having all the background knowledge which wou......
-
Mr D McCann v Redpath Construction Ltd: 4104997/2022
...affecting ordinary people in their everyday lives” (see per Mr. Justice McCombe in Harlow v 25 Artemis International Corporation Ltd 2008 IRLR 629, It is a well-established principle of contract law that express terms take precedence over implied terms. In some circumstances implied terms m......
- Allen and Others v TRW Systems Ltd