Conditional job offers: how secure is your next role?

For senior executives navigating a move, the period between accepting an offer and starting a new role often sits in something of a grey area. Commercially, both sides may treat that phase as fluid, pending the executive entering into a contract of employment with the new employer. The individual may still be managing their departure from their current employer, including understanding their entitlements on exit and negotiating the same with both their current and new employers, while the new employer continues internal approvals and onboarding.

From a strict contractual perspective, however, executives should be aware that this interim period can bestow more enforceable rights and protection for them than may be immediately apparent.

Such protection can become critical where an offer is withdrawn, particularly for executives who have already resigned or intimated resignation in reliance on a new role and stand to lose out financially as a result (for example, if their resignation constitutes a breach of equity vesting conditions).

When does a conditional job offer become enforceable?

The starting point under English law is straightforward: a contract of employment can become binding as soon as there is a clear offer, acceptance and sufficiently certain terms. That can be the case even if no formal contract has been signed and before the individual has started their new role.

In practice, employers often seek to preserve flexibility by labelling offers as 'conditional', typically subject to references, right to work checks or internal approvals. The assumption is that such conditions mean no contract exists unless and until they are satisfied.

That assumption is not always borne out. The courts will look beyond the label and ask a more precise question: do the conditions prevent a contract from coming into existence at all, or do they simply provide a mechanism for bringing an existing contract to an end? In legal terms, this translates to: are the conditions of the contract 'conditions precedent' or 'conditions subsequent'?

Kankanalapalli v Loesche Energy Systems Ltd: a helpful reminder of contractual principles

The Employment Appeal Tribunal’s decision in Kankanalapalli v Loesche Energy Systems Ltd (2026) provides a useful illustration of the courts' approach with respect to the binding nature of conditional job offers.

Mr Kankanalapalli accepted an offer for a senior role which was expressed to be subject to satisfactory references, a right to work check and a probationary period. Before his agreed start date, the employer withdrew the offer following a delay in the project timeline.

The employer argued that the offer was conditional and therefore not binding. At first instance, the Employment Tribunal (ET) agreed. However, the Employment Appeal Tribunal (EAT) overturned the ET's decision, holding that a binding contract had arisen on acceptance of the offer, with the stated conditions operating as conditions subsequent – meaning they could justify termination if not satisfied, but did not prevent the contract from existing in the first place.

In particular, the EAT relied on the following factors in support of their decision:

• the offer contained the core commercial terms, including role, salary and start date;
• onboarding steps had already commenced; and
• the conditions were grouped together, including a probationary period which could only sensibly operate after employment had started.

Withdrawal a job offer may amount to breach of contract

If a binding contract exists, withdrawing an offer cannot simply be characterised as a change of mind and an informal parting of ways. It is, in legal terms, a termination of employment.

As a result, the employer may find themselves liable for breach of contract and required to pay the executive for the notice pay they ought to have received pursuant to the terms stated in the offer.

Implied 'reasonable' notice may be substantial

Where no express notice provision is agreed, whether verbally or in writing, the law will imply a term requiring reasonable notice. In Kankanalapalli, the EAT confirmed that the statutory minimum notice under the Employment Rights Act 1996 is only a floor, not a ceiling. The EAT considered that three months’ notice was appropriate in Mr Kankanalapalli's case, having regard to the seniority of the role, the duration of the recruitment process and the fact that Mr Kankanalapalli was relocating to the UK as part of the job move.

The limits of contractual protection for senior executives

Notwithstanding the legal protection arising from this case, there are commercial risks which are not negated by the EAT's decision, of which executives ought to remain acutely aware when navigating a job move and dealing concurrently with resignation and acceptance of a new offer of employment.

Damages for breach of contract are generally limited to the remuneration that would have been earned during the notice period. They do not typically compensate for:

• lost bonus opportunity or forfeited vested or unvested incentive awards from the previous employer (which may have been subject to a buyout offered by the new employer)
• reputational or career impact arising from the withdrawal of a job offer
• the opportunity cost of leaving a previous role
• ancillary costs associated with moving jobs eg, as in this case, Mr Kankanalapalli's relocation costs

While the law may recognise that a contract existed and give rise to recourse in respect of notice pay which would otherwise have been payable had the contract been recognised and honoured, it does not necessarily put the executive back into the exact position they would have been in had they not made the move.

Practical considerations for senior executives changing roles

The EAT's judgment in Kankanalapalli v Loesche Energy Systems Ltd, while helpful to executives, does not negate some of the key risks which can arise from withdrawal of an offer of new employment and which need to be managed early on in discussions with a prospective employer (and the outgoing employer).

Be clear on the status of the offer

Executives should check whether the offer letter addresses whether a contract is intended to arise on acceptance of the offer or only once specific conditions have been satisfied and, if so, whether those conditions are reasonable. For example, executives are often asked to provide details of their forfeited remuneration and/or incentive awards as a condition of employment, in circumstances where they have negotiated a buyout of the same from their new employer.

In these cases, where possible, executives should try to provide the requested details as soon as possible and, ideally, in advance of the employment documentation being finalised so that they can push back on this being framed as a further condition of employment.

Negotiate contractual protections on early termination

Where a move involves loss of equity entitlements or relocation, executives should look to negotiate specific contractual protection in respect of the same with their new employer. This may include a sign-on bonus, a guaranteed minimum term and/or a non-commencement payment if the offer is withdrawn by the employer (particularly, without cause) before commencement.

Manage timing carefully

Even with the above contractual protections, the period between offer acceptance and start date carries risk. Decisions around resignation should be taken with a clear understanding of what is contractually secured with the new employer, taking into account the executive's treatment on exit in respect of their current remuneration entitlements (eg if they were to resign ahead of bonus payment dates and/or equity vesting dates and therefore forfeit the same). Ideally, executives should push for a copy of the contract itself as soon as possible and ensure that key contractual terms (including in respect of notice pay and any other payments owed to them on early termination, with or without cause) are agreed as far as possible ahead of their impending resignation from their current role.

A final observation

Senior moves are rarely straightforward. They take place often against a backdrop of compressed timelines and complex personal and professional considerations.

Kankanalapalli does not change that reality, but it does underline that an accepted offer may carry legal weight earlier than expected, and that protections can arise even where an arrangement appears, on its face, to be conditional.

For senior executives, the key is to ensure that the contractual position aligns as closely as possible with the commercial understanding before taking steps to leave their current employer which are difficult to unwind and carry with them significant legal, financial and reputational risk.

Many thanks to trainee Zoe Hare for her help in writing this article. 

This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.

© Farrer & Co LLP, May 2026