The case of Kankanalapalli v Loesche Energy Systems Ltd [2026] EAT 49 considers when a conditional job offer may constitute a legally binding contract.
Facts
The Claimant was recruited by the Respondent for a senior project manager role. On 23 September 2022, the Claimant was offered the role with a proposed start date of 1 November 2022, subject to conditions including:
- satisfactory references;
- a right to work check; and
- a successful six-month probation period.
Following receipt of the offer, the parties negotiated the terms, including discussing relocation support for the Claimant and a potential 12-month tenancy. The Claimant accepted the offer by email on 26 September 2022, without returning a signed copy of the offer letter.
The Claimant then began preparing to relocate, including arranging international flights, providing new starter information, referee details and right-to-work documentation, and the Respondent began onboarding steps, including security arrangements.
On 7 October 2022, the Respondent informed the Claimant that the agreed start date would be delayed due to project delays. Subsequently on 11 October 2022, shortly before the intended start date, the Respondent withdrew the job offer entirely on the basis that the project for which the Claimant had been recruited as a senior project manager had been delayed.
The Claimant brought a claim for breach of contract. The Respondent argued that the offer of employment made to the Claimant remained conditional and therefore no binding contract existed, or alternatively that no notice (or minimal notice) was required. The employment tribunal dismissed the claim, finding that the job offer remained conditional at the time of the Respondent’s withdrawal, as the reference and right-to-work requirements were outstanding. As such, the tribunal said that no binding contract arose. In the alternative, the tribunal found that the implied notice period was effectively zero, where the Claimant had less than one months’ service and no statutory notice rights had accrued.
The Claimant appealed on the following grounds:
- The tribunal had failed to consider the Claimant’s argument that the offer conditions were conditions subsequent (i.e. conditions to be met after the contract had already been formed) rather than conditions precedent (i.e. .
- The tribunal had erred in concluding that no binding contract was formed upon the Claimant’s acceptance of the offer.
- The tribunal had misapplied the law on the implied term as to reasonable notice.
- The tribunal was wrong to conclude that the implied notice period was zero.
Decision
The Employment Appeal Tribunal (EAT) upheld the appeal in full and substituted its own decision, concluding that the Respondent had breached the employment contract.
The EAT found that:
- The tribunal had erred by failing to properly consider whether the conditions of the offer were conditions subsequent (i.e. whether conditions applied after the contract began) rather than conditions precedent that had to be satisfied before the contract was made.
- On a proper construction, the EAT concluded that the conditions were conditions subsequent, meaning a binding contract had been formed, subject to termination if the conditions were not later met.
- The tribunal also erred by failing to consider the subsidiary obligation of whether the Respondent had an unrestricted right to withdraw before the date by which the conditions had been fulfilled.
- In determining notice, the tribunal incorrectly relied on matters not known to the parties at the time of contracting and failed to properly apply the law on implied terms.
Regarding notice, the EAT held that where a contract is silent on the period of notice, a term of “reasonable notice” must be implied. On the facts, three months’ notice was deemed reasonable given the seniority of the role and the circumstances including that the Claimant had taken steps to relocate.
The Respondent was therefore found to be in breach of contract for withdrawing the offer without giving reasonable notice. The Claimant was awarded three months’ notice pay. The Claimant’s holiday pay and relocation expenses were not recoverable because his employment never commenced, and those benefits were contingent on the Claimant starting work for the Respondent.
Key takeaways
This decision is a timely reminder that labelling a conditional offer as ‘subject to references’ or some other condition may not prevent the creation of a binding contract before those conditions are met. Offers of employment must be carefully drafted to ensure that any conditions operate as intended – that is, if employers intend conditions to operate as conditions precedent, such that no binding contract is formed until the conditions are satisfied, this must be expressly stated. Even where an offer is conditional, employers may not have an unrestricted right to withdraw, particularly where their own actions affect whether conditions are satisfied.
It is also a useful reminder to include notice provisions in the offer letter itself. Once a contract is formed, an offer cannot simply be withdrawn without giving contractual or reasonable notice. Employers cannot rely on internal practices or standard contractual terms that would be provided to the employee later, unless these were known and agreed upon at the time of the contract formation, to determine the appropriate notice period. If there is no contractual notice period, reasonable notice will be implied and assessed at the time of contracting, which may mean a longer notice period is required having regard to the seniority of the position and other factors (in this case, relocation and the length of the recruitment process).
What complicates matters further is the regulatory framework within which schools and MATs operate, including that safer recruitment requirements under Keeping Children Safe in Education (KCSIE) must be met before anyone working with children or vulnerable adults can be confirmed in post. This may in fact play in a school or MATs favour since the requirements under KCSIE are statutory requirement and it would be unlawful to employ anyone in a school working with children or vulnerable adults without those being satisfied, meaning it is arguable that until they are so satisfied there can be no legally binding contract between the parties. Notwithstanding, it is important that offer letters are properly drafted and that both parties are clear on the conditions that must be met before employment is confirmed.
This is a complex area of law and schools and MATs are advised to take legal advice if they are thinking of withdrawing an offer of employment.
This briefing is not intended to be a definitive statement of the law and is correct at the time of publication. It should not be taken as a substitute for professional legal advice. It does not represent the views of Winckworth Sherwood or any of the authors.