Heading

Case Numbers: CR-2021-001548, CR-2022-000144 & BL-2024-001058
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVANCY AND COMPANIES LIST (ChD) and BUSINESS LIST (ChD)
7 Rolls Buildings
Fetter Lane, London, EC4A 1NL
Before:
THE HONOURABLE MR JUSTICE THOMPSELL
IN THE MATTER OF CORE VCT PLC (IN LIQUIDATION), IN THE MATTER OF CORE VCT IV PLC (IN LIQUIDATION), IN THE MATTER OF CORE VCT V PLC (IN LIQUIDATION)
AND IN THE MATTER OF THE INSOLVENCY ACT 1986
BETWEEN: 1. LAURENCE PAGDEN (as Liquidator of Core VCT IV plc and Core VCT V plc)
2. SIMON JAMES UNDERWOOD
3. DAVID ROBERT BAXENDALE
4. STEVEN ANTHONY SHERRY (as Joint Liquidators of Core VCT plc) Applicants
- and -
1. MARK ROBERT FRY
2. NEIL JOHN MATHER
(as former Joint Liquidators of Core VCT plc, Core VCT IV plc, and Core VCT V plc)Respondents
AND BETWEEN: 1. CORE VCT PLC (in liquidation)
2. CORE VCT IV PLC (in liquidation)
3. CORE VCT V PLC (in liquidation) Claimants
- and –
1. SOHO SQUARE CAPITAL LLP
(formerly ESO Capital Advisors LLP and, before that, Core Capital Partners LLP)
2. Mr WALID KHALIL FAKHRY
3. STEPHEN PETER EDWARDS
4. MARK ROBERT FRY
5. NEIL JOHN MATHER
6. BEGBIES TRAYNOR (CENTRAL) LLP
7. BTG ADVISORY LLP (formerly BTG Financial Consulting LLP)
8. BEGBIES TRAYNOR GROUP PLC
9. SOHO SQUARE CAPITAL I LP (formerly Core Capital I LP)
10. SOHO SQUARE CAPITAL II LP (formerly Core Capital Partners II LP)
11. RHONDA NICOLL
12. DAVID JOHN ALEXANDER STEEL
13. PETER MENZIES SMAILL Defendants
Ms Catherine Addy KC, Daniel Lewis and Charles King (instructed by Harcus Parker Limited and from 3 September 2025, Michelmores LLP) for the Claimants
Mr Adam Deacock (instructed by Reynolds Porter Chamberlain LLP) for the Defendants
Hearing dates: 18-19 June 2025
APPROVED JUDGMENT
This judgment was handed down remotely at 10.30am on 10 September 2025 by circulation to the parties or their representatives by e-mail and by release to the National Archives
Mr Justice Thompsell:
- Heading
- Introduction Can liquidators or their firms dealing with a members’ voluntary liquidation limit their liability? This question is at the heart of the matter that has been argued before me in a two-day trial of a p
- BACKGROUND
- THE CLAIMANTS’ CASE THAT IT IS IMPOSSIBLE FOR LIQUIDATORS TO LIMIT THEIR LIABILITY
- The argument that the statutory regime does not provide for, and therefore excludes limitations of liability
- The argument based on a statutory trust
- The argument based on ousting the powers of the court
- Further arguments
- THE DEFENDANTS’ CASE THAT IT IS POSSIBLE FOR LIQUIDATORS TO LIMIT THEIR LIABILITY
- The argument that the statutory regime does not provide for, and therefore excludes limitations of liability
- The argument based on a statutory trust
- The argument based on ousting the powers of the court
- The Defendants’ answer to the Claimants’ further arguments
- WOULD ANY POWER TO LIMIT LIQUIDATORS’ BE FOR ONLY FOR SHAREHOLDERS TO EXERCISE?
- DO THE LOES AND TERMS HAVE EFFECT AFTER THE APPOINTMENT OF THE LIQUIDATORS?
- The arguments relating to construction
- The possibility of limiting vicarious liability
- Can BTG Advisory can benefit from the limitations of liability?
- The application of clause 13.2.4 of the Terms
- Conclusions
![[2025] EWHC 2316 (Ch)](https://backend.juristeca.com/files/emisores/logo_O3rEzCI.png)