Claimant v Ecebs Limited
Outcome
Individual claims
This preliminary hearing determined only whether there was a TUPE transfer. The substantive unfair dismissal claims have not yet been determined on their merits.
This preliminary hearing determined only whether there was a TUPE transfer. The substantive claim regarding failure to inform and consult under TUPE has not yet been determined on its merits.
Facts
On 4 August 2023, Unicard Limited acquired all share capital in Ecebs Limited from Visa Europe Limited. Ecebs was a software company providing smart electronic ticketing systems for public transport, and had been Unicard's principal competitor for 20 years. Immediately following the share acquisition, Unicard's CEO Sean Dickinson took over day-to-day management of Ecebs, implementing changes to terms and conditions, conducting collective consultation without involvement of Ecebs' general manager Russell McCullagh, and making operational decisions. Products were consolidated under Unicard branding and customers were migrated to Unicard platforms.
Decision
The tribunal found that there was a relevant TUPE transfer from Ecebs to Unicard on 4 August 2023. Although the transaction was a share sale (which does not usually trigger TUPE), the tribunal found that Unicard had stepped into the shoes of the employer by taking over day-to-day control of Ecebs' business from the date of acquisition. Key factors included Unicard's CEO immediately assuming all management functions, the sidelining of Ecebs' general manager, harmonisation of terms and conditions, consolidation of products and branding, and elimination of Ecebs as a competitor.
Practical note
A share acquisition can constitute a TUPE transfer where the purchasing company goes beyond normal parent-subsidiary oversight and assumes day-to-day operational control of the acquired business from the date of acquisition, effectively stepping into the shoes of the employer.
Legal authorities cited
Statutes
Case details
- Case number
- 4106799/2023
- Decision date
- 7 January 2025
- Hearing type
- preliminary
- Hearing days
- 3
- Classification
- contested
Respondent
- Name
- Ecebs Limited
- Sector
- technology
- Represented
- Yes
- Rep type
- barrister
Employment details
- Role
- Various software development roles
Claimant representation
- Represented
- Yes
- Rep type
- barrister