ABC v Huntercombe: can vicarious liability be transferred to a third party under TUPE?
Earlier this year, the Court of Appeal supported the High Court’s ruling that vicarious liability cannot be transferred to a third party under TUPE in the case of ABC v Huntercombe under the EU Acquired Rights Directive (a European Union law that protects employees under TUPE).
In this blog, our employment law solicitors look at the case of ABC v Huntercombe and what employers can learn from the ruling when it comes to transferring third-party liability under TUPE.
ABC v Huntercombe: what happened?
In the case of ABC v Huntercombe (No.12) Ltd and others, former psychiatric patient, ABC (the claimant), alleged she was mentally and verbally abused by a large number of individual members of staff at the privately run hospital (Huntercombe) where she was an in-patient. She alleged she was restrained on over 200 occasions in 2018/2019.
In 2021, the hospital was transferred from Huntercombe to Active Young People Limited (AYPL) under a TUPE transfer (Transfer of Undertakings (Protection of Employment) Regulations 2006).
The claimant initially sued Huntercombe; however, after discovering the company had fallen into liquidation, and that a payment of £250,000 was deductible per claim from public liability insurance, she instead sued AYPL, arguing that Huntercombe’s vicarious liability had transferred to AYPL under TUPE.
Vicarious liability is a legal rule that holds one party (in this case, Huntercombe) responsible for the wrongful actions of another person (i.e. the staff in question), even if they did not commit the wrong themselves.
The case was rejected by the High Court and was appealed by ABC. A hearing was scheduled at the Court of Appeal.
Court of Appeal ruling
The hearing took place in July 2026, and Regulation 4 of the TUPE 2006 Regulations was the focus of the case, with point 4.2A stating “all the transferor’s rights, powers, duties and liabilities under or in connection with any such contract shall be transferred by virtue of this regulation to the transferee”. ABC argued that the phrase “in connection with” was broad enough to transfer liabilities owed to third parties.
The judge ruled that the connection between the transferor’s liability and the contract of employment had to be direct, and the vicarious liability of the employer to a third party did not fall within that category. The case was dismissed.
What can employers learn from the ABC v Huntercombe case?
The key takeaway is that under TUPE, an original employer’s vicarious liability will not automatically transfer to the third party due to the liabilities connected to the employment of the transferring employees.
If a third party has an ongoing claim which arose from a pre-transfer incident, under TUPE Regulation 4, the transferee will not be liable for a claim unless it is connected to a right or obligation arising under an employee’s employment contract.
Contact our TUPE solicitors
If your business is preparing to transfer, our employment lawyers can advise you on compliance under TUPE.
Call our specialist TUPE and business transfer solicitors on 0117 325 2929 or fill out our online enquiry form.
