Secondment clause enforced

A former aviation manager has won over €32,000 after a Maltese court ruled his employer broke a promise to renew his contract, despite claiming he’d walk away. This was confirmed in the judgment lawyer Charlene Baldacchino Gauci in the representation of Adrien Malgonne vs HOSI Malta Limited, decided on 31 July 2025 by Judge Henri Mizzi.

Adrien Malgonne was employed by HOSI Malta Ltd but seconded to work with Heliconia Aero Solution, a Moroccan aviation company. His fixed-term contract, running from January 2017 to December 2018, paid €11,808 per month. Although Heliconia was the entity where he worked on a daily baiss, HOSI was his formal employer.

In November 2017, the contract was amended to include a “pay-off” clause. If Heliconia terminated the contract, decided not to renew it or failed to replace it with another contract, HOSI would pay Malgonne a lump sum equal to three weeks’ salary for each year of service, calculated from his start in the Heliconia group in February 2014.

In 2017, HOSI underwent restructuring, prompting Malgonne to seek assurances about his future. He was told by HOSI’s chairman, Daniel Sigaud that a new contract would be finalised, reflecting updated responsibilities, work patterns and salary.

Between January and June 2018, Malgonne and his direct manager, Julien Hoff, repeatedly tried to initiate discussions with Heliconia’s leadership about renewing or revising his contract. These efforts were unsuccessful, with CEO Chris Krajewski and HR Director Carlien Arents not engaging with him.

In May 2018, Malgonne met Krajewski. Krajewski claimed Malgonne stated outright that he did not intend to renew his contract. Malgonne denied this, saying he merely indicated he could not continue under the same conditions and wanted a renegotiation. No written record of this meeting existed, and Arents, who was said to have been informed of the conversation, did not testify.

By mid-2018, Heliconia had hired someone, which Malgonne took as confirmation no contract renewal was planned. He continued working until his contract expired in December 2018, providing a handover to the new hire.

Malgonne maintained that the second condition, the non-renewal by decision of Heliconia applied. He argued that despite months of requests to open renewal talks, Heliconia’s management ignored him and eventually hired his replacement before his contract ended. From his perspective, this clearly amounted to a decision not to renew, making him entitled to the €32,699 pay-off.

HOSI rejected this view on two main grounds. Their first defence was unenforceability. They claimed the clause was legally void because Heliconia, the entity that would actually decide on the renewal, was not a signatory to the contract, making the scenarios in the clause “inconceivable” in law.

Their second line of defence was that, even if the clause is valid, the company argued that the clause did not apply because Malgonne himself had told Heliconia’s CEO, he would not renew his contract. According to them, this meant the non-renewal was his initiative, not theirs, and thus outside the clause’s scope.

HOSI also argued that Maltese courts lacked jurisdiction.

The court dismissed HOSI’s preliminary objection that Maltese courts had no jurisdiction since the company was domiciled in Malta. Furthermore, the contract itself contained a jurisdiction clause granting Maltese courts non-exclusive authority over disputes.

The court also disagreed with HOSI’s argument that the severance clause added in November 2017 was unenforceable because it referred to decisions made by Heliconia, which was not a signatory to the contract. The court noted that the contract explicitly described the secondment arrangement—Malgonne was formally employed by HOSI but seconded to Heliconia.

HOSI had voluntarily assumed liability for situations arising from Heliconia’s actions, including termination or non-renewal.

The court also examined the conflicting accounts of the 11 May meeting between Malgonne and Heliconia’s CEO.

The court emphasised that there was no written record by Krajewski or anyone else confirming Malgonne’s alleged refusal. Witnesses such as Julien Hoff and shareholder Aurelie Giraud described repeated efforts by Malgonne to secure renewal talks.

The court found Malgonne’s version more believable. The court held that even if Malgonne had expressed a reluctance to continue under the same terms, it was still up to Heliconia to follow through on the promise to offer a renewed or revised contract, as stated in prior correspondence from the company chairman. No such offer was ever made.

HOSI argued the payment should be calculated only from 2017, when Malgonne first signed a contract directly with it. The court rejected this, noting that the clause expressly stated the calculation should start from his entry into the Heliconia group on 1 February 2014.

The court ordered HOSI to pay Malgonne €32,699 plus legal interest from the judgment date, and to bear the costs of the case.