Supreme court rules unfair prejudice petitions fall outside the Limitation Act

The highly anticipated Supreme Court judgment in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 provides welcome clarity on limitation for unfair prejudice petitions brought under s.994 Companies Act 2006 (CA). The Supreme Court decided that s.994 petitions are not subject to any statutory limitation period under the Limitation Act 1980 (LA).

Background  

In 2019 a minority shareholder of THG (Zedra) submitted a petition under s.994 CA. In 2022 Zedra sought to amend its s.994 petition to include an additional claim of unfair exclusion from a share issue in 2016 (more than six years earlier) and seeking compensation for alleged financial loss (not the more common remedy of a purchase of its shares). THG opposed the amendment arguing that a six-year limitation period applied to such claim under s.9(1) LA on the ground that it was “an action to recover any sum recoverable by virtue of any enactment”. 

The High Court rejected THG’s argument, holding that no statutory limitation period applied, in accordance with previous authority. The Court of Appeal allowed THG’s appeal deciding that (i) unfair prejudice petitions (being a cause of action derived from statute) are an “action upon a specialty” within s.8(1) LA, therefore subject to a 12-year limitation period; but (ii) where unfair prejudice petitions seek monetary compensation, which Zedra’s proposed amendment did, they fall within s.9(1) LA and are subject to a six‑year limitation period.

The Supreme Court considered two questions – (1) is a s.994 petition an “action upon a specialty” within s.8(1) LA; and (2) whether a s.994 petition seeking only the payment of money falls within s.9(1) LA? In February 2026 the Supreme Court reversed the Court of Appeal decision. The majority decided that: (i) s.994 is not an “action upon a specialty” since it provides a discretionary remedy rather than creating an obligation, therefore, s.8 LA does not apply; and (ii) s.9 LA does not apply even if the relief sought is monetary compensation because “The respondent’s obligation to pay [compensation] arises only by virtue of the court’s exercise of its very wide discretion” not by virtue of s.994 (or the enactment) itself. 

Practical implications

This judgment provides clarity on what had been assumed, but not determined in higher courts, to be the position. Clients should be advised that s.994 claims which, after the Court of Appeal decision, were believed to be statute-barred should now be considered. 

However, petitioners cannot delay without reason as the Supreme Court made it clear that regardless of its decision on statutory limitation periods, when exercising its discretion a Court dealing with an application under s.994