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Cavendish Munro Professional Risks Management Ltd v Geduld

To be protected, a whistleblowing disclosure has to convey facts, not just state a position.

The ruling

“A concern is protected when it conveys facts, so state what happened rather than just that you object.”

A concern is protected when it conveys facts, so state what happened rather than just that you object.

  • Write down the specific facts: what, who, when, and why it concerns you.
  • Avoid raising a concern only as a bargaining position in a dispute or negotiation.
  • Keep a dated copy of anything you send, so there is a clear record of what you disclosed.
Read the full case

The situation

The worker was a director and employee of a professional risks management company, holding a minority shareholding alongside two other directors. Tensions built through late 2007, and by early 2008 the other directors were discussing buying out his shareholding and removing him. He instructed a solicitor, who wrote to the two remaining directors setting out his position on the validity of the shareholder agreement and on unfair prejudice to him as a shareholder. The day after that letter, he was dismissed, and he later argued the letter was a protected disclosure that made his dismissal automatically unfair.

What the tribunal found

The Employment Appeal Tribunal held that the letter was not a qualifying disclosure. It read as a statement of the worker's position, sent in the course of negotiations, rather than a disclosure of information. The law draws a line between conveying information, which means telling someone facts, and simply making an allegation or asserting a position. Because the letter did not convey facts tending to show a relevant wrongdoing, it fell on the wrong side of that line, and the worker did not have the protection he claimed.

Full citation

Cavendish Munro Professional Risks Management Ltd v Geduld | [2010] IRLR 38; UKEAT/0195/09/DM | Employment Appeal Tribunal | 6 August 2009

Last reviewed 5 July 2026