THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6

Zedra, a minority shareholder in THG plc, brought an unfair prejudice petition alleging exclusion from a bonus share issue in 2016. The Supreme Court held that petitions under section 994 of the Companies Act 2006 are not subject to limitation periods under sections 8 or 9 of the Limitation Act 1980, overturning the Court of Appeal's decision.

Facts

Zedra Trust Company (Jersey) Ltd, a minority shareholder in THG plc, presented a petition under section 994 of the Companies Act 2006 on 7 January 2019, alleging unfairly prejudicial conduct in the management of the company. After various complaints were struck out, Zedra sought to amend its petition in June 2022 to include allegations that it had been wrongfully excluded from a bonus share issue on 11 July 2016, seeking equitable compensation from the directors.

The respondents opposed the amendment on the basis that a six-year limitation period under section 9 of the Limitation Act 1980 applied, meaning the claim would be time-barred as the amendment was sought more than six years after the alleged unfair prejudice.

Issues

The principal issues before the Supreme Court were:

• Whether a claim under section 994 of the Companies Act 2006 constitutes an ‘action upon a specialty’ within section 8(1) of the Limitation Act 1980, attracting a 12-year limitation period;
• Whether such a claim, when seeking monetary relief, falls within section 9(1) of the Limitation Act 1980 as ‘an action to recover any sum recoverable by virtue of any enactment’, attracting a six-year limitation period;
• Whether section 36(1) of the Limitation Act 1980 disapplies any such limitation periods on the basis that the relief sought is equitable relief.

Judgment

Majority Judgment (Lord Hodge and Lord Richards, with Lord Lloyd-Jones and Lord Briggs agreeing)

The majority held that neither section 8 nor section 9 of the Limitation Act 1980 applies to petitions under sections 994-996 of the Companies Act 2006.

On section 8, the court held that an ‘action upon a specialty’ requires an action to enforce an obligation created by a deed or statute. Sections 994-996 do not create substantive obligations but rather provide a mechanism for relief where a state of affairs exists that causes unfair prejudice to shareholders:

Sections 994–996 of the CA 2006 do not create any substantive obligations. Directors are, of course, subject to fiduciary obligations, and breach of those obligations may found a petition for relief under sections 994–996, but those sections do not impose those obligations.

The majority rejected the ‘wider Collin view’ that any cause of action created solely by statute falls within section 8:

We are satisfied for these reasons that the Court of Appeal was wrong to hold that section 8 of the 1980 Act applied to petitions under sections 994–996.

On section 9, the majority held that claims under statutory provisions conferring a wide discretion as to remedy are not claims to which section 9 applies. The court emphasised that under sections 994-996, a petitioner has no entitlement to any particular form of relief; it is for the court to decide what orders to make:

The court’s order may provide for the payment of a specified sum, by way of compensation or otherwise, but that is not a sum ‘recoverable by virtue of’ sections 994–996. The respondent’s obligation to pay it arises only by virtue of the court’s exercise of its very wide discretion.

The majority criticised the ‘look and see’ approach adopted in earlier cases as unworkable and lacking statutory warrant:

In our view, this evaluative process is particularly ill-suited to deciding whether an action is time-barred.

Dissenting Judgment (Lord Burrows)

Lord Burrows dissented, arguing that limitation periods serve important purposes and that section 8(1) applies to unfair prejudice petitions as actions upon a specialty. He would have held that where monetary relief is sought, section 9(1) imposes a six-year limitation period:

On the face of it, therefore, a petition for an order or award of compensation for unfair prejudice is an action to recover a sum recoverable by virtue of a statute to which a six-year limitation period applies.

Implications

This decision confirms that unfair prejudice petitions under section 994 of the Companies Act 2006 are not subject to statutory limitation periods under the Limitation Act 1980. The court emphasised that delay in bringing such petitions may nonetheless be addressed through the court’s discretion to refuse relief where a petitioner has delayed unjustifiably to the prejudice of the respondent, analogous to the equitable doctrine of laches.

The judgment has significant implications for company law practitioners, confirming that minority shareholders may bring petitions alleging historic misconduct without facing an absolute time bar, though such delay may affect the court’s willingness to grant relief at trial.

The majority called for parliamentary consideration of whether limitation periods should be introduced for such petitions through legislative reform.

Verdict: Appeal allowed. The Court of Appeal’s decision was overturned. Neither section 8 nor section 9 of the Limitation Act 1980 creates a limitation period applicable to petitions under sections 994 and 996 of the Companies Act 2006. The amendment to Zedra’s petition should have been permitted.

Source: THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6