High Court fixes liquidators' fees in Float Capital case despite conflicted majority creditor

The High Court has approved substantial remuneration claims by the joint liquidators of Float Capital Limited, resolving a procedural puzzle created when the company's overwhelming majority creditor was itself unable to sanction the fees because of a conflict of interest.

In Re Float Capital Limited [2026] EWHC 1891 (Ch), Chief ICC Judge Briggs was asked to fix the basis of remuneration for Geoffrey Bouchier of Kroll Advisory Limited and Ben Woodthorpe of S&W Partners LLP, the company's joint liquidators. The application was unopposed but could not proceed through the ordinary creditor approval route, since the company's principal unsecured creditor, Philips Trust Corporation Limited (PTC), holding around 98 per cent of claims by value, was itself in administration under joint administrators including Mr Bouchier. Allowing PTC to approve fees payable to Mr Bouchier's own firm and his co-liquidator was plainly untenable.

The judgement addressed two distinct applications. Mr Bouchier, who had never been an administrator of the company, sought an order under rule 18.23 of the Insolvency (England and Wales) Rules 2016 fixing his remuneration on a time-costs basis by reference to a £362,986.50 estimate. The court accepted that rule 18.23(2), which ordinarily requires an office-holder to attempt creditor approval before applying to court, could not sensibly demand an attempt doomed to fail because of PTC's conflicted vote. The judge also noted, without deciding the point, that the application had been issued on the final permitted day under the 18-month time limit in rule 18.23(3), a margin he described as uncomfortably narrow for practitioners relying on the court route.

Mr Woodthorpe's position was more complex. Having been an administrator before the company's conversion into creditors' voluntary liquidation, his remuneration basis was deemed already fixed under rule 18.20(4), closing off the rule 18.23 route entirely. The judge instead accepted a novel construction of rules 18.24 and 18.28, holding that a liquidator whose fees estimate was confined to the administration phase could apply to the court to increase "the amount of remuneration fixed" to cover subsequent liquidation work, even though a time-costs basis does not fix a conventional rate or sum in advance. Drawing on the reasoning in Poxon v Wejo Ltd (in administration) [2025] EWHC 135 (Ch), the judge treated the fees estimate as integral to the basis itself, meaning jurisdiction to increase the "amount" extended to enlarging that estimate. Mr Woodthorpe's remuneration was accordingly increased by reference to a £1,272,872 estimate covering the liquidation period to December 2028.

The judgement placed considerable weight on the absence of ordinary creditor scrutiny, describing the court's role as substituting for that missing safeguard given that the ultimate economic burden fell on PTC's underlying beneficiaries. Several conditions were attached to the order, including that both estimates operate strictly as ceilings under rule 18.30, continued SIP 9 reporting of remuneration drawn, and liberty for the four minority creditors and PTC's other administrator to apply to vary or discharge the order within 28 days.

The total professional cost across the administration and liquidation, if fully drawn, was calculated at approximately £1.87 million against realisations to date of around £850,000, a relationship the court found proportionate on present evidence but one it warned "could readily become so" disproportionate if not monitored closely.