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Ben Jones
Ben Jones, UK Lawyer
Category: Law
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I've spent most of the last year working on a gh profile

Resolved Question:

I've spent most of the last year working on a high profile project re the sale of the company by the owners.
During the course of the project a bonus scheme was devised saying bonus would be payable pending certain conditions, one of which was project completion.
The project has ended, with no sale achieved. Instead a new project is being set up.
My position:
Reading through the letter again, the letter states that the bonus is to become payable on completion of the project.
It doesn't stipulate a successful completion or unsuccessful completion.
The only mention of successful completion, is acknowledgement by the CEO that we are working together towards a successful completion, but a successful completion is clearly not stated as a condition of eligibility.
I think this means I'm eligible for a bonus immediately as the project has ended.
My boss's position:
Sale of the Group has not been completed and so no bonuses are payable.
Question from me: Do I have a leg to stand on legally, or am I just clutching at straws?
Submitted: 1 year ago.
Category: Law
Customer: replied 1 year ago.
File with the bonus letter scanned, now added.
Expert:  Ben Jones replied 1 year ago.

Hello thank you for the document I will check it and get back to you in due course.

Expert:  Ben Jones replied 1 year ago.

Hi there, I do agree that nothing in the letter states that the eligibility for the bonus is dependent on the successful completion of the project or the sale going through. However, this could all be down to interpretation and the intentions of the employer when they were offering this bonus. For example, would it be usually expected of them to give a bonus if no successful completion of such projects was achieved? Is it clear that they had always intended this to be a bonus payable only on successful completion, despite this not being mentioned as a specific term? Would a reasonable person have understood this to be a successful completion and this only being a misunderstanding or a play on words? So there are many factors which would come into consideration when your position is examined. Sadly there is no definitive answer, nothing in black and white would guarantee a successful outcome for you. Even having the letter which does not state anything about successful completion is not in itself a guarantee that you will be eligible for the bonus as a court can decide that these were never the employer’s intentions.

In effect, only a court can decide what you would be entitled to and if you should have any eligibility to this bonus. You are not in a weak position necessarily, it is certainly possible that you may come out victorious from this but you would have to go to court and as you can imagine that may sour the relationship between you and the employer. So thin carefully before you proceed. You also have the internal grievance procedure first before you consider legal action and I suggest you use that.

This is your basic legal position. I have more detailed advice for you in terms of the steps you need to follow should you decide to take this further formally, which I wish to discuss so please take a second to leave a positive rating for the service so far (by selecting 3, 4 or 5 stars) and I can continue with that and answer any further questions you may have. Don’t worry, there is no extra cost and leaving a rating will not close the question and we can continue this discussion. Thank you

Expert:  Ben Jones replied 1 year ago.

Hello, I see you have read my response to your query. Please let me know if this has answered your original question and if you need me to discuss the next steps in more detail? In the meantime please take a second to leave a positive rating by selecting 3, 4 or 5 starts from the top of the page. The question will not close and I can continue with my advice as discussed. Thank you

Expert:  Ben Jones replied 1 year ago.

Hello, do you need any further assistance or are you happy with the above response? Look forward to hearing from you.

Ben Jones and 3 other Law Specialists are ready to help you
Customer: replied 1 year ago.
Hi, I'm not really happy with the answer so far so have only left 3 stars. I was hoping for more clarity so maybe you can provide it, along with guidance on next steps.You seem to be suggesting that any conversations would require deviating from the letter itself, and trying to second guess intentions. This would provide others the opportunity to twist/spin words to suit their own agenda.Can we not just adhere to the terms in black and white? If we do so, which is all I'm after, then the conditions are in my opinion met. Am I wrong in this regard?Re your questions:For example, would it be usually expected of them to give a bonus if no successful completion of such projects was achieved?
-It's not a usual project, hasn't been in the last 8 years or so.
-There was no communication that no sale = no bonus, not in the letter, not in conversations, nothing.Is it clear that they had always intended this to be a bonus payable only on successful completion, despite this not being mentioned as a specific term?
-No, it was not mentioned in the letter or in any direct conversations, that no sale = no bonus
-The scheme was created in response to a staff member integral to the project leaving, i.e a retention scheme, and was to reward and incentivise staff in going above and beyond the normal course of business in terms of completing all the work required as part of the process
-Furthermore, assurances were given privately that bonuses would be paid in recognition of work completed
-There have been instances with regards ***** ***** bonuses, where other people have been paid out, even though profit targets have clearly not been met to recognise their efforts in the year.Would a reasonable person have understood this to be a successful completion and this only being a misunderstanding or a play on words?
-No, I think I'm reasonable, and if it says in black and white the bonus is contingent on sale, then I'd understand it as such.
-Further the letter itself, distinguishes between completion, and a successful completion. If a successful completion, was the key factor, a reasonable person would expect the letter to state as such. It clearly doesn't.I'd be grateful for clarity on the above and advice on how to take the matter forward formally please. Thanks
Expert:  Ben Jones replied 1 year ago.

Hi there, in black and white it may indeed be arguable that all the payment of the bonus requires is completion of the project, whether successful or not. But law is not always that simple – there are express terms, such as those written and identifiable, and there are implied terms, those that are not specifically recorded but which can be implemented based on the specific circumstances or the parties’ intentions. It is not just as easy as one party saying ‘this is what I intended so this is what the terms will be’ – it takes a lot more than that for something to be implemented, especially if it potentially goes against the express terms. But I was just advising you of the potential situation and what you need to be aware of in these circumstances, there is every chance that a court can decide in your favour. So my initial response was not a case of telling you that is what will happen, but just advising you of the, hopefully remote, possibility that it may be challenged in that way. I would agree with your position and that your argument is stronger but i am not a judge and not the one who makes the final decision, should this be challenged.

If you wanted to take it further due to the employer not willing to honour the bonus clause, then whenever a dispute arises over money owed by one party to another, the debtor can be pursued through the civil courts for recovery of the debt. As legal action should always be seen as a last resort, there are certain actions that should be taken initially to try and resolve this matter informally and without having to involve the courts. It is recommended that the process follows these steps:

1. Reminder letter – if no reminders have been sent yet, one should be sent first to allow the debtor to voluntarily pay what is due.

2. Letter before action – if informal reminders have been sent but these have been ignored, the debtor must be sent a formal letter asking them to repay the debt, or at least make arrangements for its repayment, within a specified period of time. A reasonable period to demand a response by would be 10 days. They should be advised that if they fail to do contact you in order to resolve this matter, formal legal proceedings will be commenced to recover the debt. This letter serves as a ‘final warning’ and gives the other side the opportunity to resolve this matter without the need for legal action.

3. Before you consider starting legal action you may wish to consider sending a formal statutory demand. This is a legal request which asks the debtor to pay the outstanding debt within 21 days and failure to do so will allow you to bankrupt the debtor (if they are an individual ) or wind up the company (if they are a business). For the relevant forms to serve a statutory demand see here: https://www.gov.uk/statutory-demands/forms-to-issue-a-statutory-demand

4. If they fail to pay or at least make contact to try and resolve this, formal legal proceedings can be initiated. A claim can be commenced online by going to www.moneyclaim.gov.uk. Once the claim form is completed it will be sent to the debtor and they will have a limited time to defend it. If they are aware legal proceedings have commenced it could also prompt them to reconsider their position and perhaps force them to contact you to try and resolve this.

Whatever correspondence is sent, it is always advisable to keep copies and use recorded delivery so that there is proof of delivery and a paper trail. The court may need to refer to these if it gets that far.