Jean-Luc Piazza v Dominion Fiduciary Services Ltd; Dominion Managed Services (Jersey) Ltd

JurisdictionJersey
CourtRoyal Court
JudgeJ. A. Clyde-Smith
Judgment Date25 June 2014
Neutral Citation[2014] JRC 138
Date25 June 2014

[2014] JRC 138

ROYAL COURT

(Samedi)

Before:

J. A. Clyde-Smith, Esq., Commissioner, sitting alone.

Between
Jean-Luc Piazza
Appellant
and
Dominion Fiduciary Services Limited
First Respondent

and

Dominion Managed Services (Jersey) Limited
Second Respondent

Advocate B. H. Lacey for the Appellant.

Advocate D. M. Cadin for the First and Second Respondents.

Authorities

Mindimaxnox LLP v Gover and Ho [UKEAT/0225/10/DA] .

Andrew John Halstead v Paymentshield Group Holdings Ltd [2012] EWCA Civ 524 .

Voisins Department Store v Brown [2007] JLR 141 .

Jones v Royal Bank of Scotland International [2007] JLR N 44 .

Luxicabs Ltd v Baal [2011] JLR 208 .

Employment (Jersey) Law 2003.

Jersey Employment Tribunal — appeal against decision of 6th February, 2014.

THE COMMISSIONER:
1

This is an appeal against a case management decision of the Jersey Employment Tribunal (“the Employment Tribunal”) of 6 th February, 2014.

2

The appellant (“Mr Piazza”) had been employed by the second respondent (“Dominion Managed Services”) from 22 nd September, 2008, as a client services director. In his application form filed with the Employment Tribunal on 21 st October, 2013, Mr Piazza claims that on his return from holiday on 27 th August, 2013, he had been constructively unfairly dismissed by Dominion Managed Services. At a meeting with the chief executive officer, Mr Ben Cooke, at the Fregate Café, he had been told that whilst he had not done anything wrong, he would be unable to meet the objectives that would be set for him and that Mr Cooke wanted him to leave. Mr Piazza alleges that he was offered £900,000 (which might be higher once the audited accounts had been completed) for his 2% shareholding in the group holding company, Dominion Fiduciary Holdings Limited (“Dominion Holdings”) and this by way of an amicable departure in which he would be freed from restrictive covenants.

3

Mr Piazza's shareholding in Dominion Holdings was subject to the terms of a shareholders' agreement dated 11 th April, 2013, to which Mr Cooke, Mr Piazza and a number of other shareholders were party and which provided, in very broad summary:–

  • (i) That if Mr Piazza chose to leave the employment of Dominion Managed Services, he would transfer his shares in Dominion Holdings to Mr Cooke or as Mr Cooke would direct, in return for a consideration to be calculated by reference to a formula (subject to a minimum consideration of £750 per share). My understanding is that the price under this formula would be close to the sum of £900,000 which he alleges he was offered at the meeting with Mr Cooke.

  • (ii) If Dominion Managed Services terminated his employment, he would be obliged to transfer his shares immediately for a cash consideration of £10.

  • (iii) He would not compete with any member of the Dominion group of companies for a period of two years from his ceasing to be a shareholder.

4

Mr Piazza states that whilst he did not wish to leave, he concluded that he had no option but to accept the offer. He shook hands with Mr Cooke and left. He refers to this as the “Exit Agreement”. He did not return to the Dominion offices; his office was cleared, he handed back his Blackberry and Fob and signed resignations from all of his directorships.

5

Mr Piazza goes on to say that on 19 th September, 2013, he received two agreement letters:–

  • (i) One from Dominion Managed Services and Mr Cooke headed “Without Prejudice and subject to contract” reconfirmation of legal arrangements, including general waiver”. This letter was stated to “ confirm the arrangements relating to the termination of your employment with Dominion”. It required Mr Piazza to take legal advice before countersigning the letter. This letter recounted, inter alia, that his employment had terminated by mutual agreement on 31 st August, 2013. Mr Cooke and Dominion Managed services had already signed the letter and he was to countersign a copy, and

  • (ii) The other letter was signed by Mr Cooke for himself and on behalf of Dominion Holdings confirming the agreed purchase of his shares. The letter stated at the outset the purpose of this letter agreement is to record the payment terms agreed between us as applicable to the consideration payable by me [Mr Cooke] to you for the shares”.

6

Mr Piazza took advice as instructed and his lawyers pointed out that the restrictive covenants were not being entirely released as had been agreed and there was no reference to the £900,000 as the minimum that he would receive in return for his departure and his shares. His lawyer therefore wrote on 24 th September, 2013, pointing these matters out and asking for the documents to be amended.

7

On 27 th September, 2013, the lawyers acting for Dominion and Mr Cooke responded on the basis that the agreement letters had only been “ offers” and that his lawyer had made a “ counter offer”. Therefore the offers contained within the agreement letters were withdrawn. It was also pointed out by Dominion's lawyers that all the restrictive covenants remained in force. Since then, he says that the lawyers acting for Dominion and Mr Cooke deny the existence of the Exit Agreement or any other agreement.

8

In his form, Mr Piazza had stated he was filing the claim before the Employment Tribunal “as a protective measure” and that “Royal Court proceedings would be brought with a view to enforcing the Exit Agreement, if necessary”.

9

In its “ Employer Response” dated 15 th November filed with the Employment Tribunal, Dominion Managed services drew the Employment Tribunal's attention to these latter comments of Mr Piazza and the fact that his claims under the Exit Agreement would greatly exceed the jurisdiction of the Employment Tribunal. Accordingly, it said his claim before the Employment Tribunal should be stayed pending the termination of the Exit Agreement claim before the Royal Court.

10

Dominion Managed Services did not set out its defence in full, but in general terms it denied that Mr Piazza had been dismissed, averring that he had resigned, and asserting that he was entitled to payment for his shares in Dominion Holdings provided certain conditions were met. It was Dominion Managed Services' position that the claim before the Employment Tribunal and the intimated Exit Agreement claim were an attempt by Mr Piazza to renegotiate the terms applicable to him under the shareholders' agreement.

11

Dominion Managed Services' application for a stay came before the Employment Tribunal on 3 rd February, 2013. Mr Piazza represented himself and Dominion Managed Services was represented by Mr Cadin. It was agreed at that hearing that Dominion Managed Services had been Mr Piazza's employer and therefore the first respondent Dominion Fiduciary Services Limited was discharged as a respondent. Miss Lacey, for Mr Piazza, agreed that the first respondent had been incorrectly named as a respondent to this appeal.

12

The Employment Tribunal issued its decision on 6 th February, 2014, by which it adjourned Dominion Managed Services' application for a stay for six months and it is that decision which is the subject of this appeal (“the Decision”).

Legal principles to be applied on an application for a stay
13

There being no recorded decision of the Employment Tribunal in circumstances where there are concurrent or threatened proceedings in the Royal Court, Mr Cadin referred the Employment Tribunal to two English cases. In Mindimaxnox LLP v Gover and Ho [UKEAT/0225/10/DA], there were concurrent proceedings in the Employment Tribunal for two applicants, the High Court (for one applicant) and in Cyprus (for the other applicant). The Employment Tribunal judge declined to stay the proceedings. The Employment Appeals Tribunal held that the Employment Tribunal judge had erred in declining a stay and identified five factors as being relevant:–

  • (i) Factual matters. Where they are complex, it is a question of balance where it is more appropriate to decide them but where there is a substantial factual dispute it is more appropriate for the matter to be determined by the higher Court.

  • (ii) Embarrassing the Court. This might occur where findings of fact by the tribunal would embarrass the higher court in that they would impinge upon the judge in the higher court who would find it difficult not to be bound by the findings.

  • (iii) Complex legal matters. Whilst acknowledging that the English Employment Tribunal make decisions in complex legal matters on a regular basis, it was relevant to consider the complexity of legal issues.

  • (iv) Overlap of issues. Where there is a considerable overlap of issues pertaining to each claim, that is a compelling reason for the tribunal to cede the matter to the higher Court.

  • (v) Small Financial Value. In Mindimaxnox, the relationship between the total claimed in the higher court and the available compensation for unfair dismissal was described as a comparison between “ an elephant and a mouse”. It would give satisfaction to the parties to know that the central issues in terms at least of money would have been determined once in the higher court.

14

In Andrew John Halstead v Paymentshield Group Holdings Ltd [2012] EWCA Civ 524, the Employment Appeals Tribunal had extended the principles stated in Mindimaxnox to where there were no concurrent proceedings but a threat of the same. The English Court of Appeal acknowledged the complexity of the claims and the overlap between them, but, quoting from the judgment of Lord Justice Pill at paragraph 21:–

“21. While making allowance for those considerations, it would, in my judgment, be wrong in principle to deprive the appellant of a remedy which statute has provided for him because he has chosen, without commencing proceedings in the High Court, to indicate lines of claim which may be available to him there. By ventilating the possibility of such a claim, and stating an...

To continue reading

Request your trial
1 cases

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT