High Court Decision in Louisa Mojela v Canmart Ltd & Anor Addresses Termination, Repudiatory Breach, Fiduciary Duties, and Accrued Rights

Citation: [2023] EWHC 2668 (Ch)
Judgment on


The recent High Court judgment in the case of Louisa Mojela v Canmart Ltd & Anor explores several significant legal questions, particularly regarding the lawfulness of employment contract termination, the invocation of repudiatory breach, the role of fiduciary duties within employment, and the implications for accrued rights upon contract termination. This article aims to dissect these intricate legal principles as they were applied in this case and to outline the implications of the judgment for UK legal practice.

Key Facts

Louisa Mojela, the claimant, was an executive chairperson employed under a service agreement by the defendants, Canmart Ltd and Akanda Corp. The service agreement stipulated various provisions for deferred compensation and termination. The defendants terminated Mojela’s contract on the grounds of gross misconduct, which she claimed constituted a repudiatory breach. Mojela sought payment for liquidated sums owed and a declaration that the post-termination employment restrictions were unenforceable. The defendants contended that the dismissal was lawful and submitted a counterclaim for alleged breaches by Mojela.

Several key legal principles were scrutinized and applied within this judgment:

  1. Construction of Contract Terms: Crucial to the case was the interpretation of the service agreement’s clause governing lawful termination. The court analyzed the contractual language to establish that the service agreement could be terminated without notice under said provision, contrary to Mojela’s assertion that such a right was barred within an initial protected period.

  2. Repudiatory Breach: The court examined whether the defendants’ termination of Mojela’s contract constituted a repudiatory breach. Deputy Master Bowles concluded that the termination was not repudiatory as Mojela’s interpretation of the service agreement was incorrect, and further, that even if it were correct, it would not prevent the defendants from justifying the dismissal on other permissible grounds.

  3. Fiduciary Duties: The court considered whether Mojela held fiduciary duties under the service agreement. It was argued that Mojela’s role and acknowledgment of fiduciary status within the service agreement conferred fiduciary obligations, particularly the duty of single-minded loyalty to the employer.

  4. Accrued Rights Upon Contract Termination: The court deliberated on whether Mojela’s right to elect for cash, in lieu of equity, as part of her deferred compensation, survived the contract’s termination. It was determined that the rights to accrued deferred compensation remained in force, but the unexercised right to elect for cash payment did not survive beyond contract termination.

  5. Application of ‘Boston Deep Sea Fishing Principle’: The principle that an employer may dismiss an employee for an unarticulated justified reason even if the original stated reason for dismissal was inadequate was discussed. The court found that this principle did not apply in the context of a lawful contract termination and the consequent entitlements under the contract.


The court decided against granting summary judgment for the claimant, Louisa Mojela, in respect of her claims for the liquidated sum of £1,832,150.62, the declaration sought regarding post-termination restrictions, and the entirety of her claims based on repudiatory breach. In contrast, permission was granted to the defendants to amend their counterclaim to pursue damages associated with the liquidation of Bophelo, a subsidiary company relevant to the case.


The judgment in Louisa Mojela v Canmart Ltd & Anor illustrates the complexity inherent in the intersection of employment law and contract law, emphasizing the necessity for careful contractual drafting and the meticulous consideration of accrued rights within the employment context. It highlights the court’s role in scrutinizing the precise interpretation of contract clauses and the applicability of established legal principles to the circumstances of the case. Legal professionals must pay close attention to the detailed provisions of employment contracts and the strategic approach to be employed when asserting claims of repudiatory breach.