Landmark ruling on unfair prejudice petitions


Richard Ascroft gives his thoughts on the recent landmark judgment at the Court of Appeal concerning THG Plc v Zedra Trust Co (Jersey) Ltd, which was handed down on 23rd February 2024.

Read the full judgment here: THG Plc v Zedra Trust Co (Jersey) Ltd

This decision has concluded (in what is a departure from the prevailing wisdom of the last 40 years) that unfair prejudice petitions are subject to statutory limitation periods under the Limitation Act 1980.

There is much in the judgment of Lord Justice Lewison (with whom the other judges agreed) but the headlines are:

  1. In principle, a petition seeking relief under section 994 of the Companies Act 2006 is subject to the limitation period in section 8(1) of the 1980 Act, namely 12 years from the date upon which the cause of action accrued: see para [72] of the judgment of Lewison LJ.
  1. Where, however, the only relief sought is an order for the payment of money (liquidated or unliquidated) the claim will fall within section 9 of the 1980 Act – for which a 6 year limitation period applies: see para [129].
  1. For the purposes of para 2 above, relief in the form or an order for a share purchase order is not to be treated as a claim for money caught by section 9: see paras [124]-[125]. Where, however, the relief sought is an order that the directors pay compensation direct to the petitioner for breaches of their duties, that will be within s 9: see para [130].
  1. In determining when the relevant cause of action  accrues for the purposes of limitation, the court did recognise that where it is only the cumulative effect of a series of incidents that gives rise to a claim for unfair prejudice, the primary limitation period will only start on the date on which the petitioner knows (or should know) of the event which gives him or her grounds on which to petition. That may be the last event in the series but not necessarily. See judgment at paras [35]-[38] Note also the scope for reliance on s 32 of the 1980 Act where there has been fraud or concealment etc.

Richard Ascroft
Guildhall Chambers


Richard Ascroft

Call: 1995

Related Practice Areas

Company Law

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