Sometimes a case doesn’t just expose a bad institution—it exposes a hole in the law. ABC v Huntercombe (No.12) Ltd & Ors is exactly that. It’s about a young woman, a failing psychiatric hospital in Maidenhead, a change of ownership, and a legal system that ultimately tells her: you may have been wronged, but you may never be compensated.
This is the Court of Appeal’s decision, in plain English, with the BBC’s reporting and the judgment woven together.
The hospital, the patient, and the transfer
Huntercombe Hospital in Maidenhead was a privately run psychiatric facility for young people. At the time relevant to this case, it was owned and operated by Huntercombe (No.12) Ltd, part of the Huntercombe Group.
The claimant—known only as ABC for legal reasons—was placed there for about four months in 2018–2019. She alleges that during that placement she was:
- mentally and verbally abused by staff
- restrained on more than 200 occasions
Every single one of those events happened before the hospital changed hands.
In around March 2021, the hospital undertaking was transferred under the TUPE 2006 Regulations to Active Young People Limited (AYPL). Two clinicians involved in her care—her consultant psychiatrist and responsible clinician—moved across with the transfer and continued working under AYPL.
By 2023, the hospital had closed. The BBC describes it bluntly as a “failing hospital for young people” that shut after years of problems.
Why she couldn’t just sue Huntercombe
ABC initially sued Huntercombe alone. That’s the obvious defendant: it owned and ran the hospital at the time of the alleged abuse.
But Huntercombe went into liquidation. The Court of Appeal explains the practical problem: Huntercombe’s insurance arrangements included a £250,000 per‑claim excess. If claims succeeded, that excess would have to be met by the insolvent company itself. The judges accepted that this could “wipe out most or all” of ABC’s damages.
So ABC did what any rational claimant would do: she looked for someone else who might be legally responsible.
She turned to AYPL, the company that took over the hospital in 2021.
The legal question: does vicarious liability travel with the staff?
The case turns on a narrow but high‑stakes question under Regulation 4(2)(a) of TUPE 2006:
When a business is transferred under TUPE, does the old employer’s vicarious liability to an injured third party (here, a patient) transfer to the new employer?
Regulation 4(2)(a) says that, on a relevant transfer, “all the transferor’s rights, powers, duties and liabilities under or in connection with” any employment contract move to the transferee.
It was already established in Bernadone v Pall Mall Services Group [2001] ICR 197 that tort liabilities owed to employees can transfer under TUPE, because they arise “in connection with” the employment contract.
ABC’s argument was to push that logic one step further. If an employer’s tort liability to an employee can transfer, why not its vicarious liability to a third party, where that liability arises from acts closely connected with the employee’s work?
Her case was simple in concept:
- Huntercombe’s staff allegedly abused and restrained her before 2021.
- Huntercombe is now insolvent and may not be able to meet the insurance excess.
- AYPL took over the hospital and the staff under TUPE.
- Therefore, AYPL should have inherited Huntercombe’s vicarious liability for those pre‑transfer acts.
His Honour Judge Bird, sitting in the High Court, rejected that argument at a preliminary trial in 2025. ABC appealed.
The Court of Appeal: TUPE doesn’t carry third‑party vicarious liability
The appeal was heard by Bean LJ, Coulson LJ (who gave the leading judgment), and Sir Launcelot Henderson on 22 July 2026, with judgment handed down on 8 September 2026.
The Court of Appeal dismissed the appeal. Their reasoning can be boiled down into a few key points.
1. TUPE is about employees’ rights, not third‑party claimants
The court started from the Acquired Rights Directive, the EU instrument from which TUPE is derived. Its purpose is to safeguard employees’ rights when their employer changes—not to create new rights for customers, patients, or other third parties.
So when Regulation 4(2)(a) talks about liabilities “under or in connection with” employment contracts, that phrase has to be read in that context: it’s about liabilities that matter to employees.
2. Vicarious liability doesn’t give employees any rights
Counsel for ABC accepted that an employee has no relevant right against the employer in respect of its vicarious liability to a third party. The court agreed.
Vicarious liability is described as “secondary” and “parasitic” on the employee’s own liability to the third party. It’s a legal construct that helps injured third parties sue employers, but it doesn’t protect employees. In fact, under cases like Lister v Romford Ice and Lifestyle Equities CV v Ahmed, an employer can seek a full indemnity from the negligent employee for damages paid out.
So, from the employee’s perspective, the employer’s vicarious liability is not a benefit; it’s potentially a risk.
3. “In connection with” is wide, but not limitless
The court accepted that “in connection with” is language of very wide import. But it’s also a “protean” phrase whose meaning depends on the surrounding words and the legislative purpose.
Here, the purpose is to protect employees’ rights. Because vicarious liability to third parties does not give employees any rights under their contracts, it does not arise “in connection with” those contracts for TUPE purposes.
4. TUPE’s disclosure regime is about employee claims, not third‑party claims
Regulations 11 and 12 of TUPE require the transferor to give the transferee information about employees and their rights, including existing claims. That allows the transferee to understand what liabilities it is taking on.
There is nothing in TUPE that requires disclosure of third‑party tort claims. The Court of Appeal treated that silence as deliberate. If Parliament had intended transferees to inherit vicarious liability to third parties, it would have required disclosure of those claims too.
5. You don’t make a new owner liable for historic events without clear words
The court emphasised that allowing a third party to sue a transferee with no involvement in the events would be “at odds with ordinary legal principle” unless there were clear statutory wording to permit it. There isn’t.
So the court concluded:
Regulation 4(2)(a) does not transfer the transferor’s vicarious liability to third parties for pre‑transfer acts.
That applies both to common‑law tort claims and to the human‑rights allegations ABC had also raised.
The wider context: a failing hospital and dozens of claims
The BBC report adds the human context the judgment only hints at.
- Around 50 similar claims by former Huntercombe patients are waiting to be managed by the court.
- In February 2022, a 14‑year‑old girl, Ruth Szymankiewicz, was unlawfully killed at the hospital after being left unaccompanied by a staff member on his first shift. An inquest jury reached that conclusion in August 2025.
The Court of Appeal was clearly aware that this wasn’t an isolated complaint. Huntercombe was a troubled institution, and AYPL inherited a hospital with serious issues it “could not have known” about at the time of transfer.
What the judges said about the claimant herself
One of the most striking passages in the judgment is the court’s treatment of ABC personally. They went out of their way to say she was not being criticised for bringing the claim.
They accepted that she:
- “has suffered loss and damage”
- may not be able to recover damages
- and that this is “through no fault of her own”
That’s as close as appellate judges get to saying: we think you may have been badly treated, but the law doesn’t give you a route to compensation from this defendant.
The result
The Court of Appeal upheld HHJ Bird’s decision. The key holding is stark:
- TUPE Regulation 4(2)(a) does not transfer an employer’s vicarious liability to third parties for pre‑transfer acts.
- That liability remains with the transferor—here, Huntercombe.
For ABC, that means AYPL is not liable for what allegedly happened to her in 2018–2019. Her only route is against Huntercombe, a company in liquidation with an insurance structure that may make meaningful recovery impossible.
For the law, it means a clear line has now been drawn: when a business changes hands under TUPE, employees’ rights travel; third‑party vicarious liability does not.
For the dozens of other former patients, it’s a warning. The courts may accept that they were harmed. They may even say so in judgment. But unless Parliament changes the rules, the legal system may still leave them with nothing.
By Pat Harrington
The judgment can be found here:
https://www.bailii.org/ew/cases/EWCA/Civ/2026/1161.html
Disclaimer
This article is intended as a general explanation of the Court of Appeal’s decision in ABC v Huntercombe (No.12) Ltd & Ors [2026] EWCA Civ 1161. It is not legal advice and should not be relied upon as such. The summary is based on publicly available information, including the judgment and reporting from reputable news sources, and is provided for information and comment only. Individual cases turn on their own facts, and anyone affected by issues raised here should seek advice from a qualified legal professional. Solidarity Trade Union accepts no liability for any loss arising from reliance on this material.
