[2025] EWHC 2316 (Ch)

Fecha: 10-Sep-2025

THE CLAIMANTS’ CASE THAT IT IS IMPOSSIBLE FOR LIQUIDATORS TO LIMIT THEIR LIABILITY

THE CLAIMANTS’ CASE THAT IT IS IMPOSSIBLE FOR LIQUIDATORS TO LIMIT THEIR LIABILITY

13.

The Claimants’ first argument is that it is impossible for liquidators to limit their liability on the grounds (if I may state these broadly) that the statutory framework under which they are appointed makes no provision for limitation of liability. The Claimants argue that, against a background that:

they were appointed by each of the Claimant Companies in general meeting;

ii)

their remuneration is set by each Claimant Company in general meeting;

iii)

they are required to be registered to act as liquidators and are subject to a scheme of regulation;

iv)

they are fiduciaries holding the assets of each Claimant Company on a statutory trust; and

they are subject to the jurisdiction of the court,

the court should conclude that as there is no express power anywhere within the regulatory framework that specifically allows a limitation of their liability, it may be inferred that no such limitation is possible.

14.

I discern three main strands in relation to the argument that it is impossible for a liquidator’s liability to be restricted, even with the express consent of shareholders:

the law makes no provision for the shareholders (or the court) to limit the liability of a liquidator, and therefore the liquidator can only be appointed, and afforded remuneration, as approved by the company in question in general meeting and no other terms can be agreed: his or her appointment and rights to remuneration are set by shareholders or by the court and the extent of his duties follows as a matter of law and not as a matter of any contract;

ii)

that a liquidator is a fiduciary administering a statutory trust and the statutory arrangements make no provision for the liquidator’s liability to be limited;

iii)

to limit the liability of a liquidator would be an attempt to oust the jurisdiction of the court; and

iv)

other considerations also point to this conclusion.

15.

I will address these arguments individually, but will try not to lose sight of their cumulative effect.