Key Facts
- •Louisa Mojela (Ms. Mojela) was the Executive Chairperson of Akanda Corporation (Akanda) under a service agreement with Akanda and Canmart Ltd (Canmart).
- •Akanda and Canmart terminated Ms. Mojela's contract for alleged gross misconduct.
- •Ms. Mojela claimed £1,832,150.62, alleging wrongful termination and seeking summary judgment for part of the claim.
- •Ms. Mojela's role involved managing Bophelo Bio Science and Wellness (Pty) Ltd (Bophelo), a key Akanda subsidiary, which she subsequently placed into liquidation.
- •The defendants counterclaimed for breaches of contract and fiduciary duties related to the liquidation of Bophelo.
Legal Principles
Construction of contracts: The court interprets contracts objectively, considering the context and what a reasonable recipient would understand.
Case Law
Repudiatory breach: A repudiatory breach occurs when a party breaches a contract in a fundamental way, entitling the other party to terminate the contract.
Case Law
Boston Deep Sea Fishing v Ansell principle: A party specifying an inadequate reason for termination is not precluded from later relying on other facts constituting repudiation.
Boston Deep Sea Fishing v Ansell (1888) 39 Ch D 339
Fiduciary duty: A fiduciary owes a duty of loyalty and single-mindedly acts in the best interest of the principal. In employment, fiduciary duties stem from specific contractual obligations.
Nottingham University v Fishel [2000] ICR 1462; Bristol and West Building Society v Mothew [1998] 1 Ch 1
Estoppel: A party may be estopped from denying the validity of a judgment if they did not challenge it and the judgment was obtained without notice to them.
Case Law
Outcomes
Ms. Mojela's application for summary judgment failed.
The court found that Ms. Mojela's interpretation of clause 2.2 of the service agreement was incorrect. The clause did not prevent termination without notice under clause 21, even during the 18-month period. The dismissal was not a repudiatory breach.
The defendants' application to amend their counterclaim was granted.
The court found the defendants' counterclaim, focusing on Ms. Mojela's conduct in liquidating Bophelo, to be arguable and realistic.
Ms. Mojela's claim for unpaid deferred compensation failed.
The court found that while Ms. Mojela had accrued rights to deferred compensation, her right to elect for cash payment did not survive the termination of the service agreement. Further, her purported elections were invalid.