High Court dismisses former clients’ bid to extend limitation periods after LLP dissolution
Silver Law LLP limitation application dismissed after the High Court rejected an application by five former clients seeking additional time to bring professional negligence claims against the firm.
Master Clark dismissed the application in Thomas James Francis & Ors v Silver Law LLP [2026] EWHC 2191 (Ch), handed down on 26 August 2026.
The applicants were former clients of Silver Law LLP, previously known as Silver Shemmings Ash LLP. In 2019, the firm acted for them in the purchase of long leasehold interests in units at a property development at The Block, Kings Dock, Kings Waterfront, Monarchs Quay, Liverpool.
The purchases did not complete after the developer, Artisan H (Kings Waterfront) Ltd, entered insolvent administration. The applicants paid deposits ranging from £26,352 to £46,540, with some transactions involving additional deposits. They claimed the LLP had been professionally negligent by failing to advise them and failing to take steps that could have prevented the loss of their deposits.
The LLP ceased trading in July 2021, transferring its business to Fletcher Day Limited. Fletcher Day was later closed down following an intervention by the Solicitors Regulation Authority and wound up by court order.
Silver Law LLP was struck off the register on 27 August 2024 and dissolved on 3 September 2024. The applicants could therefore no longer bring a claim against the LLP while it was dissolved, although they could bring a claim directly against its professional indemnity insurers under the Third Parties (Rights against Insurers) Act 2010.
The LLP was subsequently restored to the register by an order made by the County Court at Central London on 4 June 2025. The applicants were unaware of the restoration until 17 July 2025.
The applicants applied under section 1032(3) of the Companies Act 2006 for the period between 27 August 2024 and 5 July 2025 not to count towards limitation periods. They argued that the LLP’s dissolution had prevented them from protecting their claims.
Master Clark accepted that the dissolution had prevented the applicants from bringing proceedings against the LLP while it did not exist. The judgment also rejected the LLP’s submission that the applicants should themselves have sought to restore the LLP to the register.
However, the court found a critical problem with the application: the applicants had not entered into a standstill agreement with the LLP or issued their claims by the time of the hearing on 13 July 2026.
Under section 1032(3), the court held that any limitation direction could extend only to the period during which the company was dissolved. It could not put the parties in a better position than they would have occupied if the LLP had remained in existence.
Master Clark found that, at most, the appropriate period would have been the period from April 2025, when the applicants first instructed Penningtons Manches Cooper, to the restoration of the LLP. This amounted to a maximum of 64 days.
Even if the limitation periods had been extended by those 64 days, however, they had expired before the application was issued on 26 February 2026.
The court therefore concluded that this was an “insuperable obstacle” to the application and dismissed it.
For solicitors handling claims involving dissolved companies or LLPs, the judgment highlights the importance of acting within the available limitation period rather than assuming that a later restoration will provide additional time. Section 1032(3) allows the court to make directions to restore parties, as nearly as possible, to the position they would have occupied had the entity not been dissolved, but it does not provide an open-ended mechanism for reviving expired claims.
The court also recorded that the applicants’ nine-page letter of claim was sufficiently detailed to show more than a real prospect of success. The application was dismissed because of the limitation issue, rather than because the underlying claims were found to be unmeritorious.