Re-Contracting Workflow — Existing Staff

Why this document exists: issuing a new contract to an existing employee is legally a variation of contract, not a fresh hire. Under UK law, material variations require employee consent. This document defines how Wild Hearth manages that consent step safely.

Audience: John, Tim, Lorna, Lily — anyone leading a re-contracting conversation. Anyone delivering legal advice on this — please flag if any of the below conflicts with current case law.

Before you start: TUPE check

Confirm that none of the 37 staff in scope joined Wild Hearth via a business transfer (acquisition or merger of a previous bakery business). TUPE-transferred employees retain their original contract terms, and even consensual variation can be challenged if it's linked to the transfer. If any TUPE transferees exist, flag them to Zoe before issuing any new contract.

The legal position in plain language

1. An existing employee currently has the contract that they are working under — whether explicit (signed paper) or implicit (custom and practice).
2. When you give them a new contract with different material terms (notice, probation, holiday year, restrictive covenants, search powers, etc.), the law treats it as an offer of variation.
3. The employee can:
   • Accept by signing → new terms apply.
   • Refuse to sign but keep working → existing terms remain. They may sign later, or never.
   • Sign under protest → they accept the job but reserve the right to challenge specific clauses. Treat as accepted unless they later sue.
   • Resign and claim constructive dismissal if they believe the new terms are an unfair imposition. Tribunal risk.
4. The Company cannot impose material changes without consent or risk a successful constructive-dismissal claim.

What counts as a "material" change?

For our existing staff, the most likely material changes are:

Non-material changes (clearer wording, updated policy references, formatting): no consent needed, just notify.

Pre-issue: classify each existing employee

For each of the 37 staff, before issuing:

1. Pull their current terms (existing contract on file, BrightHR record, or — for very long-serving staff — custom and practice).
2. Compare to the new draft.
3. Tag each delta as material / non-material.
4. If any material change → escalate to Track A: Individual Conversation before issuing.
5. If only non-material changes → Track B: Standard Issue (with the cover letter as the notification).

Most staff will be Track B. Likely Track A candidates (at least these — could be more once existing written contracts are reviewed):

• Senior Bakers (Kevin, Heather, Reuben) — Addendum 2 imposes new restrictive covenants. Material.
• John Castley — Director's Service Letter imposes new fiduciary covenants and 6-month notice. Material.
• Anyone with an existing written contract with conflicting clauses — check the file first.

Track A: Individual conversation workflow (material changes)

For each affected employee, before sending the contract:

1. One-to-one meeting (30 min) with a Director.
2. Walk through the changes: what's new, what's the rationale, what protections we're putting in place (e.g. covenants only kick in if they leave for a competitor).
3. Invite questions and concerns.
4. Offer to consider amendments to specific clauses if they have a reasonable concern.
5. Document the conversation — date, who attended, what was discussed, any agreed adjustments. Store this with their personnel record.
6. Send the contract (with any agreed adjustments) along with the cover letter.

If they raise an issue that needs more time, don't push for sign-off in the meeting. Let them take it away, take advice, return with a position. Tribunals look poorly on pressure to sign on the spot.

Track B: Standard issue workflow (no material changes / new joiners)

1. Send the contract + cover letter + addendums + 48-Hour Opt-Out Declaration (see opt-out-48h.md).
2. Deadline in cover letter: 4 weeks.
3. Follow up at 2 weeks if not signed.
4. Follow up in person at 3 weeks if still not signed — find out why.
5. Receive signed copy + opt-out declaration, file both on the HR system.

Note on the opt-out: the declaration goes to every adult member of staff, not just those likely to exceed 48 hours. It is voluntary — the worker may opt in, opt out, or revoke a previous opt-out. The form must not be presented as a condition of accepting the contract.

Handling refusal

If an employee refuses to sign:

1. Do not retaliate. No threats, no withdrawal of work, no comments at reviews. This is the single fastest route to a constructive-dismissal claim.
2. Find out why in a 1:1 conversation. Most refusals are about one specific clause, not the whole contract.
3. Consider compromise on the disputed clause if reasonable. Sometimes a "carve-out letter" addressing one specific concern is enough.
4. If irreconcilable:
   • Their existing terms remain in force.
   • Note the refusal in their HR file with the reasons given.
   • The Company's options are limited to: continue under existing terms, agree a separate side letter, or (only as a last resort and only with legal advice) consider whether the change is essential enough to give notice under existing terms and re-offer the role on new terms.

What "signing under protest" looks like

If an employee signs but writes "under protest" or "without prejudice" or "subject to my note attached" — treat the contract as accepted but flag for HR file. They've preserved a right to challenge specific clauses later. Most won't ever exercise that right, but the option is theirs to keep.

Documentation checklist per employee

• Existing contract / terms confirmed before issue
• Material vs non-material delta classified
• If material — 1:1 meeting held and minuted
• Cover letter + contract + addendums sent
• Signed copy received (wet signature for existing staff)
• Signed copy filed in HR system
• Any side letters / clarifications filed alongside

Sequencing recommendation

Red flags during rollout — escalate to Zoe

• More than 2 staff refuse to sign the same clause → it's probably overreach; reconsider the clause.
• Anyone resigns within ~3 months of the issue → high constructive-dismissal risk; capture documentation.
• Anyone raises a grievance about the new contract → pause their issue, take legal advice before responding.