TUPE Transfer Liability | What the ABC v Huntercombe case means for Employers and Workers

The TUPE Regulations 2006 protect employees when a business or service changes hands and also determines which liability is transferred to the new employer, which can be complicated.  

A recent High Court ruling, ABC v Huntercombe (12) Limited (2025) EWHC 1000 (KB), has clarified an important point - not all liabilities move across.

The Case in Brief

• Huntercombe ran a hospital where there was alleged negligence by staff.
• The hospital business later transferred to another under TUPE.
• The question - was the new employer vicariously liable for the harm caused before the transfer, now that the employees had moved over?

The High Court's Decision

The Court ruled that whilst employee liabilities transfer, (e.g, wages, holiday pay, redundancy etc), third party liabilities such as claims from patients, customers and service users, before a transfer do not move across under TUPE and become the liability of the new employer.

What Does This Mean?

• Reduced risk for transferees – no automatic liability for pre-transfer third party claims.
• It is still necessary to act carefully and use indemnities, exercise due diligence and review insurance cover to check historic risks.

Key Takeaways

• TUPE transfer liability covers employee rights, not historic third party claims.
• Employers must manage risk and compliance through contracts and insurance.
• Employees remain protected
• Claimants must sue the original employer.

This decision is a reminder that TUPE does not transfer every liability. If you are planning a transfer, building due diligence and taking legal advice early is key. Our Employment Law Team are highly experienced in all aspects of TUPE transfer and can be reached on 0800 542 4215.