[2025] EWHC 2316 (Ch)

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 preliminary issue which I describe in more detail below (the “Preliminary Issue”). The Preliminary Issue has arisen in connection with a lawsuit being brought by the three claimant companies (the “ClaimantCompanies”) following their restoration to the Companies Register though their new liquidators.

This litigation is being brought against, amongst others, the following defendants (collectively, the “Begbies Defendants”):

A trial of the preliminary issue was directed pursuant to the Order of HH Judge Davis-White KC dated 4 December 2024. The Preliminary Issue for the Court’s determination is:

“Whether clause 13.2.3 of the Sixth Defendant’s Standard Terms of Business (“the Terms”) and Clause 7 of their letters of engagement dated 5 and 6 March 2015 (“the letters of engagement”) limits the liability of the Fourth to EighthSeventh Defendants (“the Begbies Defendants”) and each of them to an aggregate sum of £1 million in respect of the breaches of duty alleged in paragraphs 155-158 of the Particulars of Claim (in their original form or as amended by the Amended Particulars of Claim) or any of them.”

Although the Preliminary Issue as ordered referred to the Fourth to Eighth Defendants, the Claims against the Eighth Defendant have been dismissed by consent.

The Preliminary Issue is to be determined by reference to a Schedule of Assumed Facts and Matters which has been agreed for the purposes of this Preliminary Issue. This has been agreed only for such purpose, and nothing in this judgment should be seen as making any determination in respect of such assumed facts or matters.