[2025] EWHC 2316 (Ch)

Can BTG Advisory can benefit from the limitations of liability?

The second question is whether BTG Advisory can benefit from the limitations of liability.

I have not found any principle of law that would stop BTG Advisoryfrom benefiting from a limitation of liability. I can say also, that on the wording of the LoEs taken with the Terms, it appears that BTG Advisory could be in scope.

The definition of “Begbies Traynor Persons” who are covered by the Limitation Clause refers to Begbies LLP “and each and all of our members, partners, directors, employees, consultants and agents”. Perhaps unexpectedly, it does not refer to other members of the Begbies Traynor Group. However, clause 17.2 of the Terms extends the definition to include third parties (which may include other members of the Begbies Traynor Group) that Begbies LLP may use to assist it in providing any part of the Services, deeming them to be “employees” and so covered by the Limitation Clause.

I note, however, that this could only cover BTG Advisory if it was assisting Begbies LLP in providing one of the Services in numbered paragraph 7 of the LoEs (and not, for example if it was separately appointed by the Former Liquidators in its own right). I note further that even if this extension to the definition applies, it only protects BTG Advisory itself and not its employees, or directors.

However, that is as much as I can say. This hearing has not been the place to determine whether, on the construction of the LoEs and the Terms that I have indicated to be correct, BTG Advisory is covered by these provisions. This matter will depend on various factors that will need to be established such as: the detail of the relationship between the Former Liquidators and BTG Advisory, and whether any services said to be provided by BTG Advisory fall within the scope of the LoEs or resulted from a separate appointment, or were merely an instance of the Former Liquidators or one of them performing his duties as Liquidator. These are all matters that will need to be played out within another forum. It is not within the scope of this hearing to determine any such facts.