Supreme Court: – Limitation Act does not apply to unfair prejudice petitions

The Supreme Court decision in THG Plc v Zedra Trust [2026] UKSC 6 is now out.

The Court (Lord Burrows dissenting) held that a shareholder’s petition alleging unfair prejudice under ss994 – 996 of the Companies Act 2006 is not subject to the limitation periods in the Limitation Act 1980, and this is even if (as here) the petition seeks monetary relief.

Delay is instead to be controlled through equitable bars (such as laches) or by fashioning the relief granted to reflect the delay.

In so holding, the Supreme Court granted the appeal and restored what had been the received wisdom for over 40 years prior to the Court of Appeal’s decision back in February 2024.

THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant) – UK Supreme Court