Stephen Louis Nardelli & Ors v Daniel Richardson & Anor
[2024] EWHC 2740 (Ch)
R (on the application of Palmer) v Northern Derbyshire Magistrates’ Court and another
1 November 2023
[2023] UKSC 38
Supreme Court
The court decided that a person managing a failing company (an administrator) isn't the same as a company officer (like a director). Therefore, the administrator isn't personally responsible for the company failing to give proper redundancy notices.
Key Facts
- •Robert Palmer, appointed as joint administrator of West Coast Capital (USC) Ltd, failed to give notice of redundancies to the Secretary of State as required by section 193 of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULRCA).
- •Criminal proceedings were brought against Palmer under section 194(3) TULRCA, alleging that he, as an administrator, was a 'similar officer' of the company and thus liable for the failure to notify.
- •The issue before the court was whether an administrator appointed under the Insolvency Act 1986 (IA 1986) is an 'officer' of the company within the meaning of section 194(3) TULRCA.
Legal Principles
Statutory interpretation of 'officer' in section 194(3) TULRCA.
Trade Union and Labour Relations (Consolidation) Act 1992
The role and functions of an administrator as defined in the Insolvency Act 1986 (IA 1986), Schedule B1.
Insolvency Act 1986, Schedule B1
Previous case law on whether a receiver and manager is an officer of a company (In re B Johnson & Co (Builders) Ltd [1955] Ch 634).
In re B Johnson & Co (Builders) Ltd [1955] Ch 634
The meaning of 'other similar officer' in section 194(3) TULRCA should be interpreted using conventional principles of statutory construction.
Trade Union and Labour Relations (Consolidation) Act 1992
Outcomes
Appeal allowed.
An administrator is not an 'officer' of the company within the meaning of section 194(3) TULRCA. The court rejected a functional test for 'similar officer' and adopted a constitutional test, finding that an administrator does not hold an office within the company's constitutional structure.