Gray v Braid Logistics (UK) Ltd [2017] ScotCS CSOH_44 (15 March 2017)

Gray v Braid Logistics (UK) Ltd [2017] ScotCS CSOH_44 (15 March 2017)

The action for reduction was incompetent because the pursuer failed to exhaust the alternative remedy provided by his contract of employment (the right of appeal). The pursuer did not plead a relevant case that he had resorted to and exhausted those rights. Even if the action were competent, the defenders' express ratification of the dismissal was valid, as the board resolution met the disclosure requirements and was not rendered ineffective by the pursuer's resignation or alleged accrued property rights. However, the court found that the delay in express ratification could constitute unfair prejudice to the pursuer, but this was only relevant if the action were otherwise competent.

Citation
[2017] ScotCS CSOH_44
Parties
Pursuer: Nigel Anthony Harden Gray; Defender: Braid Logistics (UK) Ltd
Jurisdiction
Scotland
Judgment Date
15 March 2017
Procedural Posture
Commercial Court Action for Declarator and Reduction / Debate (pleadings) Before Outer House, Court of Session
Outcome
Action dismissed as incompetent; defenders' second plea in law sustained; all other pleas repelled; expenses reserved.
Legal Topics
Dismissal of Director, Reduction of Company Decision, Ratification of Agent's Acts, Exhaustion of Contractual Remedies, Board Authority and Procedure
Employment Law Company Law Contract Law Dismissal of Director Reduction of Company Decision Ratification of Agent's Acts Exhaustion of Contractual Remedies Board Authority and Procedure

Case Brief

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Parties

Nigel Anthony Harden Gray

Pursuer

Braid Logistics (UK) Ltd

Defender

Procedural Posture

Commercial Court Action for Declarator and Reduction / Debate (pleadings) Before Outer House, Court of Session

Legal Issues

  1. 1 Whether the action for reduction was competent given the pursuer's failure to exhaust contractual appeal rights
  2. 2 Whether the defenders' ratification of the dismissal was valid (implied or express) and its effect

Ratio Decidendi

The action for reduction was incompetent because the pursuer failed to exhaust the alternative remedy provided by his contract of employment (the right of appeal). The pursuer did not plead a relevant case that he had resorted to and exhausted those rights. Even if the action were competent, the defenders' express ratification of the dismissal was valid, as the board resolution met the disclosure requirements and was not rendered ineffective by the pursuer's resignation or alleged accrued property rights. However, the court found that the delay in express ratification could constitute unfair prejudice to the pursuer, but this was only relevant if the action were otherwise competent.

Court Disposition

Action dismissed as incompetent; defenders' second plea in law sustained; all other pleas repelled; expenses reserved.

Orders

  • Action dismissed
  • Defenders' second plea in law (competency) sustained to the extent set out