Mr J Donnelly (and others as per schedule) v Represented by: Mr A Ross -10 Counsel Ecebs Limited and 1 other — 2025

This was a preliminary hearing in combined claims by Mr Donnelly and others against Ecebs Ltd and Unicard Ltd. The tribunal was asked whether there had been a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 following Unicard's acquisition of all of Ecebs's share capital from Visa Europe Limited on 4 August 2023. The judgment recorded that the wider claims concerned unfair dismissal and failure to inform and consult, but this decision determined only the TUPE issue.

The tribunal accepted evidence that, before the share purchase, Unicard had already prepared draft contracts and staff communications proposing to align Ecebs terms and conditions with Unicard's. It found that those plans were implemented after the acquisition through collective and individual consultation led by Sean Dickinson, Unicard's CEO, rather than by Mr McCullagh, Ecebs's general manager, who remained employed until October 2023 but had no apparent role in the contractual change process.

In applying the multi-factorial TUPE approach, the tribunal relied on a combination of indicators: Mr Dickinson's involvement in day-to-day decisions, his handling of a disciplinary matter and other staff issues, the migration of email systems to Unicard servers, the consolidation of products and customers, Unicard branding on Ecebs products, and evidence that the business was being run as one business across three sites. It concluded that control of the business had passed to Unicard on the date of the share sale, so the relevant transfer took place on 4 August 2023. No monetary remedy was awarded in this judgment because it was a liability and preliminary issue decision only.