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ARTICLE · 21 JANUARY 2026

Can Liquidators Contractually Limit Their Liability?

William Fry LLP
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Can liquidators or their firms contractually limit their liability? This was the issue considered by the High Court of England and Wales (Court) as a preliminary question in Pagden v Fry [2025] EWHC 2316.

IrelandCorporate/Commercial Law
Barbara Galvin
Barbara Galvin
Ruairi Rynn
Ruairi Rynn
Fergus Doorly
Fergus Doorly
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Can liquidators or their firms contractually limit their liability? This was the issue considered by the High Court of England and Wales (Court) as a preliminary question in Pagden v Fry [2025] EWHC 2316.

The case arose from the members' voluntary liquidation of three companies, Core VCT plc, Core VCT IV plc, and Core VCT V plc (Plaintiff Companies). Having been dissolved following the purported completion of earlier liquidations, they were restored, and the new liquidators brought claims against the former joint liquidators and their associated firms. A number of assumed facts underpinned the judgment, including that Letters of Engagement (LoE) were provided to the Plaintiff Companies by the former liquidators' firms in March 2015; that the former liquidators owed duties to the Plaintiff Companies, including to ensure the sale of the principal company assets was conducted at fair value; that the former liquidators breached those duties; and that their firms were

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