Limitation and the perils of the “Wrong Defendant”

A recent decision from The Court of Appeal is a timely and important reminder of the unforgiving nature of limitation rules, particularly for claimants issuing proceedings at the eleventh hour.

The case of Adcamp LLP v Office Properties PL Limited [2026] EWCA Civ 50 underscores the serious risks of naming the wrong defendant and assuming that permission to correct matters by amendment will be granted after limitation has expired.

The case: Adcamp LLP and the successor firm structure

The Adcamp case concerned joint appeals arising from professional negligence proceedings. The claimants had been clients of legacy firm Pitmans LLP (“Pitmans”) and alleged that Pitmans had provided negligent legal advice. However, by the time the claimants brought a formal claim for professional negligence, Pitmans had been acquired by a different law firm, Bircham Dyson Bell, which was then renamed first as BDB Pitmans LLP, and then as Broadfield Law LLP (the “Successor Firm”).

Under this new structure, the entirety of the business of the two firms was carried out by the Successor Firm, which held all assets and employed all staff. The Pitmans LLP entity was renamed Adcamp LLP (“Adcamp”) and retained as a non-trading entity.

The claimants sued the Successor Firm in the mistaken belief it had assumed the liabilities of Pitmans LLP (aka Adcamp). However, after proceedings had been issued, it became apparent there had been no transfer of liabilities from Adcamp to the Successor Firm. As the limitation deadline to bring a fresh claim against Adcamp had expired, the claimants sought to amend their claims in the existing claim, to substitute in Adcamp as the original firm as defendant (in place of the Successor Firm).

The Court of Appeal decision on limitation

At first, permission was granted by the High Court, however this was overturned by the Court of Appeal. It held that section 35 of the Limitation Act 1980 and CPR 19.6 permit post‑limitation amendments only in strictly confined circumstances, such as correcting a misnomer or genuine mistake as to a party’s name.

A mistake regarding legal responsibility, such as believing one entity is liable for another’s acts, is not the same thing. Substituting a different legal entity in those circumstances is considered bringing a new claim against a new defendant out of time, for which the court has no discretion to grant relief.

Limitation periods must provide certainty and finality

In reaching that conclusion, the Court of Appeal emphasised that limitation periods serve a fundamental purpose: providing certainty and finality for potential defendants. The fact that the mistake was understandable, or that corporate structures can be confusing and opaque, did not justify undermining that policy. The Court also made clear that claimants cannot rely on broadly framed amendment powers as a safety net where the wrong defendant has been sued.

Key takeaways

While one of the unsuccessful claimants is set to appeal the decision at the Supreme Court (at the time of writing), the Court of Appeal decision in this case sends a clear message to litigants:

• To carry out careful and detailed investigations into the correct legal entities; and
• To consider naming all potentially liable parties from the outset, including predecessor or successor firms where liability may be disputed. This is especially important where limitation is approaching.

This case demonstrates assumptions that liabilities have been acquired by successor entities, or that amendments to proceedings can simply be made later, can prove to be costly.

How Hamlins can help

The Hamlins Real Estate Disputes team has expertise in both commercial and residential matters. We seek to obtain the best outcome possible for every client, no matter how big or small the issue may be. If you would like a conversation to find out how we might help you, please get in touch.