On 6 February 2026, the Court of Appeal handed down a significant decision on the amendment and substitution of parties after the expiry of a limitation period. The headline message is clear: it has just become considerably harder to substitute a defendant once limitation has passed.
In Adcamp LLP v Office Properties PL Limited & Ors [2026] EWCA Civ 50, the Court revisited CPR 19.6(3)(b) (the so-called “second gateway”) and firmly rejected a broader interpretation which had, until now, offered some hope to claimants who had sued the wrong legal entity.
This is a judgment with implications far beyond professional negligence. It affects any litigator navigating limitation risk across commercial, property, insolvency and general civil claims.
The background
Two appeals were heard together. In both:
- A claimant issued proceedings within limitation;
- The named defendant was a successor firm;
- The claimant believed (mistakenly) that liabilities had transferred;
- By the time the error was realised, limitation had expired;
- The claimant sought to substitute the original wrongdoer.
The question was whether CPR 19.6(3)(b) permitted substitution because the claim “cannot properly be carried on” against the originally named defendant.
The Court of Appeal said no.
The statutory framework
The case turns on section 35 of the Limitation Act 1980 and CPR 19.6.
After expiry of limitation, a new party can only be added or substituted if one of two gateways applies:
- The First Gateway – a mistake as to name (not identity);
- The Second Gateway – where the claim cannot properly be carried on without substitution.
The first gateway is narrow. Binding authority draws a strict distinction between:
- A mistake as to name (permitted); and
- A mistake as to identity (not permitted).
Both appeals involved mistakes of identity.
The claimants therefore relied on the second gateway.
What the Court decided
The Court of Appeal allowed both appeals and refused substitution.
In doing so, it clarified two critical points:
- The claim must be the “same claim” in substance
The Court rejected the argument that the “core negligence” was enough to make the claims identical.
Where the original claim asserts:
- A’s negligence; and
- B’s liability for that negligence (via transfer, assumption, novation etc),
that is not the same claim as one brought directly against A.
The factual matrix establishing B’s liability is not “surplusage”. It is an essential part of the pleaded claim.
Substituting A would therefore introduce a materially different claim.
- The second gateway is not a general safety net
The Court emphasised:
- Section 35 is carefully calibrated legislation.
- It balances fairness to claimants with certainty for defendants.
- It does not confer a broad discretionary power to “do justice”.
The second gateway cannot be expanded simply because the first gateway is narrow.
To do so would undermine the statutory scheme and create further anomalies.
Why this matters
This decision has practical consequences across litigation practice.
- Corporate and successor liability risk
Where claims are brought against:
- Successor entities;
- LLP conversions;
- Merged firms;
- Assigned liabilities;
- Reorganised corporate structures;
litigators must now proceed on the basis that a mistaken assumption about transferred liability may be fatal once limitation expires.
- The “identity vs name” distinction remains binding
Although criticised judicially in earlier cases, the Court confirmed it remains good law.
Unless and until the Supreme Court intervenes, the distinction stands.
- Tactical pleading risk increases
Where there is uncertainty about:
- Whether liabilities transferred;
- Whether novation occurred;
- Whether assumption of responsibility can be established;
claimants must consider issuing protective proceedings against multiple potential defendants within limitation.
Failure to do so may now be irreparable.
The wider litigation principle
The Court’s reasoning is rooted in a broader limitation principle:
Limitation defences are substantive rights. The gateways are narrow exceptions.
This is not a case about procedural flexibility. It is about the integrity of limitation as a defence.
The judgment reinforces that:
- CPR amendment powers do not override statutory limitation protections;
- Substitution is not available simply because the original claim is “bound to fail”;
- The court will not recharacterise a claim to make substitution work.
Practical takeaways
- Check corporate history early – particularly in professional negligence and commercial disputes
- Do not assume liability transfers without clear documentary evidence
- Consider alternative or contingent defendants where doubt exists
- Issue protective claims before limitation expires
- Do not rely on CPR 19.6 as a fallback.
Commentary
This decision restores a stricter interpretation of the second gateway and curtails the more generous obiter reasoning previously suggested in earlier High Court authority.
For defendants, it strengthens limitation certainty.
For claimants, it significantly raises the cost of getting party identity wrong.