Key Takeaway:
The Supreme Court’s decision in THG v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 removes a developing limitation defence in unfair prejudice claims. The position is now clear: there is no statutory longstop. For claimants, that widens the window to pursue historic misconduct. For companies and directors, it materially increases long-tail risk. The battleground shifts from limitation to delay specifically, whether a petitioner has waited too long to merit relief. In practice, this places greater emphasis on record-keeping, proactive business dispute resolution and early strategic decision-making.
In its judgment of 25 February 2026, the Supreme Court confirmed that petitions brought under section 994 of the Companies Act 2006 are not subject to any statutory limitation period under the Limitation Act 1980. The decision overturns the Court of Appeal’s 2024 ruling and restores the orthodox understanding that unfair prejudice claims are not time-barred by fixed statutory deadlines.
This means that limitation, as traditionally understood, is no longer part of the respondent’s defensive toolkit.
What is the background of the THG v Zedra dispute?
The case arose from a petition brought by Zedra Trust Company (Jersey) Ltd, a minority shareholder in THG plc. The petition alleged that the company’s affairs had been conducted in a manner unfairly prejudicial to Zedra’s interests.
A key issue emerged when Zedra sought to expand its case to include a complaint relating to a 2016 bonus share issue, from which it said it had been excluded. The company resisted that amendment, arguing that any claim arising out of those events was out of time.
At first instance, the High Court allowed the amendment, holding that no statutory limitation period applied. The Court of Appeal took a different view, finding that unfair prejudice petitions could fall within the limitation regime either as claims to enforce statutory obligations or, where monetary relief was sought, as claims to recover sums due under statute.
The Supreme Court has now rejected that analysis in full.
How does statutory interpretation impact limitation periods?
The decision turned on the proper interpretation of key provisions of the Limitation Act 1980. The Court approached the issue as one of statutory construction, examining both the language of the Act and its historical context, ultimately breaking down its decision into three areas:
No “Action upon a Specialty”: The Court first considered whether an unfair prejudice petition could be characterised as an “action upon a specialty”, which would attract a 12-year limitation period.
It concluded that it could not. The essence of such actions is the enforcement of obligations created by deed or statute. By contrast, the unfair prejudice regime does not impose substantive obligations. Instead, it provides a mechanism for the court to intervene where the conduct of a company’s affairs produces unfairness.
That distinction was critical. A section 994 petition is not about enforcing a pre-existing legal obligation, itis about invoking the court’s discretionary jurisdiction to remedy a particular state of affairs.
No Claim for a Statutory Sum: The Court also rejected the argument that petitions seeking financial relief fall within the category of claims to recover sums due under statute, which would trigger a six-year limitation period.
The reasoning was straightforward. Relief under section 994 is inherently flexible. While petitioners often frame their claims in monetary terms, there is no entitlement to any particular outcome. The court determines the appropriate remedy at the point of judgment, based on the circumstances as they stand.
That makes such claims fundamentally different from actions to recover a defined or ascertainable sum.
The Court also dismissed earlier attempts to apply a “look and see” approach where limitation would depend on the type of relief ultimately granted. That approach was considered impractical and inconsistent with how limitation rules are intended to operate.
The decision was not unanimous. In dissent, Lord Burrows would have treated unfair prejudice petitions as falling within the limitation regime, particularly where monetary relief is sought.
His reasoning reflects familiar policy concerns: protecting defendants from stale claims, preserving the integrity of evidence, and encouraging timely litigation.
Those concerns did not carry the majority. The Court emphasised that introducing a limitation period in this context is ultimately a matter for Parliament, not judicial interpretation.
Does delay still matter in unfair prejudice petitions?
While the absence of a statutory limitation period is decisive, it does not give petitioners a free pass to litigate historic grievances without consequence. A petitioner who waits too long may find that the court declines to grant relief, even if the underlying complaint is well-founded.
What are the implications of the absence of a limitation period for companies and shareholders?
The implications of the decision are immediate and significant.
For minority shareholders, the ruling removes a potential procedural barrier. Claims can be brought even where the underlying conduct occurred many years earlier, particularly where the relevant facts only came to light over time.
For companies and directors, the risk profile changes. The absence of a limitation period means that historical conduct may remain open to challenge for longer than previously assumed. Limitation is no longer a reliable line of defence. The focus for both sides shifts to delay and its consequences. The question is no longer whether a claim is out of time, but whether it has been brought too late to justify relief.
That shift has practical consequences. It increases the importance of contemporaneous documentation, both to defend decision-making and to establish whether a petitioner has delayed unreasonably. It also places a premium on early strategic assessment when disputes begin to emerge.
What is the future of unfair prejudice claims following the Supreme Court’s ruling?
The judgment also provides useful clarification on the scope of the Limitation Act itself. The Court acknowledged the complexity of the statutory language.
THG v Zedra restores the orthodox view: unfair prejudice petitions are not subject to statutory limitation periods. But that clarity comes with consequences.
For claimants, it expands the window for bringing claims. For respondents, it removes a key procedural defence. And for both, it shifts the centre of gravity towards questions of delay, fairness and discretion.
Please contact the Dispute Resolution team at Barnes Law for advice on managing shareholder disputes and navigating complex unfair prejudice claims.
Authored by Barnes Law Managing Partner, Yulia Barnes.
