R (on the application of Palmer) v Northern Derbyshire Magistrates’ Court and another

The central issue was whether an administrator appointed under the Insolvency Act 1986 is an "officer" of the company for the purposes of section 194(3) of the Trade Union and Labour Relations (Consolidation) Act 1992. The court held that an administrator is not an "officer" of the company within the meaning of section 194(3). The ruling rests on the statutory scheme in the Insolvency Act 1986 and Schedule B1, which consistently distinguish administrators from company officers (see section 251, section 212 and Schedule B1, paras 1(1), 3, 45 and 64).

In particular, the court rejected the Divisional Court's functional test that would have treated anyone with day-to-day management responsibility as a "similar officer" and instead adopted a constitutional approach: an "officer" is a person who holds an office within the constitutional structure of the body corporate (for example directors, managers and secretaries). The court also considered and criticised earlier authorities that had reached the contrary conclusion in particular circumstances (for example In re Home Treat Ltd and In re Powertrain Ltd), and relied on earlier authority (In re B Johnson & Co (Builders) Ltd) and the statutory wording to support its conclusion. Because an extended, functional reading of "other similar officer" was not supported by the language or context of section 194(3) and would conflict with the Insolvency Act scheme, the appeal was allowed and the lower court decision quashed.

Background and parties: The appellant, Robert Palmer, was one of three joint administrators appointed to West Coast Capital (USC) Ltd on 13 January 2015. On appointment the administrators carried out a pre-pack sale of the business other than one warehouse in Dundonald; employees at that warehouse were dismissed on or shortly after appointment. No redundancy notice was given to the Secretary of State until 4 February 2015. Criminal proceedings were brought under section 194(3) TULRCA against the company’s director and Mr Palmer in his capacity as administrator for alleged failure to notify proposed redundancies.

Procedural history: The magistrate (District Judge Davison) held that an administrator is an "officer" under section 194(3) (29 May 2018). That decision was upheld by the Divisional Court ([2021] EWHC 3013 (Admin); [2022] ICR 531). The matter came to the Supreme Court on appeal.

Nature of the application / relief sought: The appeal concerned whether an administrator falls within the phrase "any director, manager, secretary or other similar officer of the body corporate" in section 194(3) TULRCA, which would expose an administrator to personal criminal liability for the company’s failure to notify redundancies.

Issues framed:

• Whether, as a matter of statutory interpretation, an administrator is an "officer" of the company for the purposes of section 194(3) TULRCA.
• Whether the phrase "other similar officer" should be given a functional meaning (catching those who manage the business day to day) or a constitutional meaning (restricted to office-holders within the corporate constitutional structure).
• How the Insolvency Act 1986 and Schedule B1, and relevant authorities, inform the meaning of "officer" in section 194(3).

Court’s reasoning: The Supreme Court analysed the statutory scheme of the Insolvency Act 1986 and Schedule B1 and found multiple provisions that distinguish between administrators and company officers (for example section 251 definition of "officer", section 212, and Schedule B1 paras 45 and 64). The court concluded that if Parliament had intended a functional test it could have used established drafting forms (for example "person concerned in the management"). It also relied on precedent, notably In re B Johnson & Co (Builders) Ltd, which treated a receiver and manager as not an officer. The Divisional Court’s functional approach was rejected because it was not supported by the language or context of section 194 and would conflict with the established insolvency scheme. The court therefore adopted a constitutional test of "officer" — a person who holds an office within the corporate constitutional structure — and held that administrators do not fall within that meaning for section 194(3).

Subsidiary and wider points: The court acknowledged the practical difficulty administrators face when acting swiftly in insolvency situations, and the policy arguments advanced by the Secretary of State about protecting workers and the utility of the criminal sanction, but found those policy considerations insufficient to expand the statutory meaning of "other similar officer". The court also criticised certain first instance authorities that had reached contrary conclusions and noted that administrators may nonetheless be agents of the company or otherwise exposed to liability in different contexts.

Appeal allowed. The Supreme Court held that an administrator appointed under the Insolvency Act 1986 is not an "officer" of the company within the meaning of section 194(3) of the Trade Union and Labour Relations (Consolidation) Act 1992. The court’s rationale was that the statutory scheme of the Insolvency Act and Schedule B1 consistently distinguishes administrators from company officers, and the wording and context of section 194(3) support a constitutional, not functional, meaning of "officer".

Magistrates' court (Northern Derbyshire Magistrates' Court, District Judge Davison) decision that an administrator was an officer (29 May 2018) -> Divisional Court upheld that decision ([2021] EWHC 3013 (Admin); [2022] ICR 531) -> Appeal to the Supreme Court allowed ([2023] UKSC 38).