Dissolved, Restored and Out of Time – What Francis and Others v Silver Law LLP Means for Professional Negligence Claims

What happens when a professional negligence claim is approaching limitation, but the proposed defendant has been dissolved?

The Third Parties (Rights against Insurers) Act 2010 (“the 2010 Act”) can provide a crucial, and sometimes the only, route for claimants to pursue a professional negligence claim where the insured is no longer able to meet a claim, via their professional indemnity insurer.

However, a recent High Court decision provides a useful reminder that the 2010 Act does not stop the limitation clock. Claimants still need to consider the wider limitation position and act promptly.

In Francis and others v Silver Law LLP (previously known as Silver Shemmings Ash LLP) [2026] EWHC 2191 (Ch), the High Court considered the position where an LLP had been dissolved while former clients were seeking to bring professional negligence claims, and the implications this had for limitation and the ability to pursue the claim.

The court dismissed an application seeking a limitation direction under section 1032(3) of the Companies Act 2006, leaving the applicants unable to pursue their claims.

The decision provides some practical lessons for anyone considering a claim against a dissolved entity.

Some background to the case

The five applicants had instructed Silver Law in 2019 in connection with the purchase of long leasehold interests in units in a property development in Liverpool.

In July 2021, Silver Law ceased trading. Its business was transferred to Fletcher Day Limited, which was closed down following an SRA intervention in February 2023 and subsequently wound up by court order. Silver Law was later dissolved on 3 September 2024, leaving the insurance position unclear.

The applicants alleged that Silver Law had been professionally negligent in failing to advise them properly and failing to take protective steps that would have prevented their losses, which totalled more than £270,000.

The problem was that Silver Law no longer existed as a legal entity against which proceedings could be pursued, while the limitation period continued to run.

The applicants instructed another law firm to pursue their proposed claims in April 2025. By then, the six-year limitation periods, running from the 2019 exchange dates, were close to expiry or, in at least one case, had already expired.

The 2010 Act route

When a company or LLP is dissolved, claimants who would otherwise have sued that entity can find themselves without a defendant or any prospect of recovery. The 2010 Act provides a potential route forward.

Where its statutory conditions are met, the 2010 Act allows a claimant to pursue a claim directly against the dissolved entity’s professional indemnity insurer. Proceedings can be brought against the insurer without first obtaining judgment against the insured.

This can be particularly important in professional negligence claims and may provide a meaningful route to recovery.

In this case, the applicants wrote letters of claim to the insurers for both Silver Law and Fletcher Day Limited, relying on their rights under the 2010 Act. Standstill agreements were entered into on the assumption that Silver Law remained dissolved.

However, a complication arose on 4 June 2025, when the County Court at Central London made an order restoring Silver Law to the register. Their advisors only discovered this by chance on 17 July 2025.

Once Silver Law was restored, the direct route against its insurers under the 2010 Act arguably fell away. This was the position taken by Silver Law.

The outcome of the case

The applicants applied under section 1032(3) of the Companies Act 2006 for a direction that the period during which Silver Law was struck off (27 August 2024) to the date the restoration order was received by Companies House (5 July 2025) should not count for limitation purposes.

The court considered two questions

1. Was the dissolution the “real cause” that prevented the applicants from bringing their claims in time?
2. Would it be “just” to make the limitation direction sought?

On the first question of the real cause, Master Clark held that the relevant date was 17 July 2025, when the applicants first learned of the restoration.

Until then, the dissolution was effectively preventing them from bringing a claim because they could not sue an entity they had no reason to believe existed. The Court was satisfied that, had Silver Law existed on 25 June 2025 (when the first Letters of Claim were sent), the applicants would have entered into a standstill agreement or issued proceedings.

However, the position differed between the claims depending on when their limitation periods expired.

For claims where limitation had already expired by 17 July 2025, the dissolution was the real cause of the delay. For the remaining claims, there was still sufficient time after the applicants discovered the restoration to take protective steps. The dissolution was therefore not the operative cause of those claims not being brought.

The court then considered whether it would be just to make the limitation direction sought.

This was where the application ultimately failed. Even at the date of the hearing, the applicants had not issued proceedings or entered into a standstill agreement with Silver Law itself.

The maximum extension available under section 1032(3) was the period during which the company had been dissolved. Even with that extension, every limitation period had expired before the application was issued.

The court regarded this as an “insuperable obstacle” and dismissed the application.

Importantly, Master Clark did not need to consider whether the underlying claims had merit. He did, however, note that the nine-page letter of claim demonstrated “more than a real prospect of success”.

The problem was procedural: the claims were out of time.

The limitation lesson

The significance of the case lies in the interaction between the 2010 Act and the ordinary limitation framework.

The applicants appear to have treated the 2010 Act route, namely a direct claim against the insurers, as an alternative to pursuing Silver Law itself. While Silver Law remained dissolved, that approach was understandable.

But once the LLP was restored to the register, the statutory route against the insurers ceased to be available, leaving the applicants to pursue Silver Law directly and subject to the usual six-year limitation period.

The key point is that the 2010 Act does not suspend or extend limitation. It provides an alternative means of enforcing a claim, not additional time in which to bring one.

This means that a claimant relying on the 2010 Act could be exposed if the underlying entity is subsequently restored to the register and limitation has expired before protective steps have been taken.

The practical lesson is therefore to treat the 2010 Act as running in parallel with, rather than instead of, the ordinary limitation rules.

Even where a direct claim against an insurer appears viable, claimants should consider what happens if that route is no longer available and take appropriate protective steps in good time.

Practical points for any proposed claimant

Act promptly

Do not wait until limitation is close to expiry before instructing solicitors.

In this case, the applicants did not seek legal advice until April 2025, leaving very little time before the applicable six-year limitation periods expired.

Consider limitation and restoration together

Where an entity has been dissolved and the 2010 Act is in play, assess the ordinary limitation position alongside any potential restoration of the company.

If there is any prospect of restoration, whether by the claimant or a third party, protective steps such as standstill agreements with the entity itself or protective proceedings should be considered at an early stage.

Establish the insurance position early

Schedule 1 to the 2010 Act entitles a claimant to request information about the dissolved entity’s insurance position, including whether a policy exists, the identity of the insurer and the terms of the policy.

Establishing the insurance position early can help determine whether the 2010 Act route is viable and identify the correct insurer before limitation becomes a concern.

Monitor Companies House

A dissolved entity can be restored to the register without a claimant’s knowledge. The register should therefore be checked regularly, particularly where limitation is approaching.

In this case, the restoration order was made on 4 June 2025 but was not discovered until 17 July 2025. By then, at least one claim was already out of time.

Consider protective proceedings if necessary

If limitation is imminent and there is uncertainty about the defendant’s status or the availability of the 2010 Act route, issuing protective proceedings may be essential.

Although a claimant need not first seek restoration before applying for a limitation direction, such a direction cannot revive a claim where limitation has already expired. It is important to remember that a limitation direction can only (at most) exclude the period of dissolution. It cannot give a claimant more time than they would have had if the company had never been dissolved.

To sum up

The 2010 Act is an important protection for claimants pursuing professional negligence claims against insolvent or dissolved professionals. But Francis v Silver Law LLP illustrates an important limitation of that protection: the Act changes the route to recovery, not the time in which to pursue it. Limitation cannot be ignored.

Claimants should investigate the 2010 Act promptly, establish the insurance position and consider the appropriate procedural route against the insurer, while continuing to treat the underlying limitation deadline as an urgent and live issue.

How we can help

If you are considering a professional negligence claim and the proposed defendant has been dissolved, taking legal advice as early as possible can make a significant difference.

The interaction between limitation, restoration and the rights available under the 2010 Act can affect the options available to you, particularly where a limitation deadline is approaching.

Our professional negligence team has experience advising on claims involving dissolved entities, limitation and insurance issues. If you are concerned about a potential claim, please get in touch to discuss your circumstances and the options available.

This content is provided for general informational purposes only and does not constitute legal advice. It is not intended to address the circumstances of any individual or entity, nor should it be relied upon as a substitute for specific advice from a qualified solicitor. The information reflects the legal position as at the date specified and may be subject to change. If you require advice on a specific matter, please contact us directly.