Supreme Court Rules: No Limitation Period Applies to Unfair Prejudice Petitions
In THG Plc v Zedra Trust Co (Jersey) Ltd [2026] UKSC 6, the Supreme Court (by a 4:1 majority) held that no statutory limitation period applies to petitions brought under s.994 of the Companies Act 2006 (unfair prejudice petitions).
The Facts
Zedra Trust, a Jersey-based trustee company, acquired a 13.2% stake in THG Plc in 2013. In 2019, Zedra petitioned the court under s.994 alleging that THG’s affairs had been conducted in an unfairly prejudicial manner. In 2022, Zedra sought to amend its petition to add a further allegation: that it had been excluded from a bonus issue of shares made more than six years earlier to other shareholders. It claimed compensation for the resulting loss.
THG opposed the amendment on limitation grounds, arguing the claim was time-barred.
The Journey Through the Courts
The High Court found in Zedra’s favour, holding that no limitation period applied to s.994 claims and allowing the amendment. The Court of Appeal disagreed, and went further than either party had argued. It held that all s.994 petitions are subject to a 12-year limitation period under s.8 of the Limitation Act 1980 as “actions upon a specialty” (i.e. statutory obligations and deeds), and that claims for monetary relief under s.994 are additionally subject to a 6-year limitation period under s.9 as actions to recover sums under an enactment. Since Zedra was seeking only compensation, the Court of Appeal held its claim fell within s.9 and was time-barred.
The Supreme Court’s Decision
The Supreme Court allowed Zedra’s appeal, holding that neither s.8 nor s.9 applies to unfair prejudice petitions. On s.8: s.994 creates no obligations, it simply provides a remedy where unfair prejudice is established. Without an underlying statutory obligation, there can be no “action upon a specialty.” On s.9: because the court retains full and wide discretion under s.996 as to what order to make (monetary or otherwise) it is both unprincipled and impracticable to impose a fixed 6-year limitation period tied to the monetary nature of the relief sought. Several earlier Court of Appeal decisions, including Priory Garage, Hill v Spread Trustee, and Rahman v Sterling Credit, were expressly doubted.
Lord Burrows JSC dissented, taking the view that s.994 claims are actions upon a specialty subject to 12 years, with monetary claims falling within s.9’s 6-year period.
Implications
The decision will be welcomed by minority shareholders and their advisers, but it is not a licence for indefinite delay. Laches and equitable considerations remain live defences, and petitioners who have sat on their hands without good reason may still find the court unwilling to grant relief. The message for respondents is equally clear: where limitation can no longer be relied upon as an early knockout blow, the focus must shift to the substantive merits.
What does this mean for the BVI?
The BVI’s unfair prejudice remedy under s.184I of the BVI Business Companies Act 2004 is closely modelled on its English counterpart, and BVI courts have consistently looked to English authority when interpreting it. While the BVI has its own limitation framework under the Limitation Act 1961, there is no express limitation period prescribed for s.184I applications, and the question has remained open. This Supreme Court decision will be highly persuasive in the BVI. It strongly supports the argument that no fixed statutory limitation period applies to unfair prejudice petitions in the BVI either.
