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Landmark ruling on unfair prejudice petitions

26/02/2024

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:

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.

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].

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].

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

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Landmark ruling on unfair prejudice petitions

Authors

Richard Ascroft

Related Practice Areas

Popular Insights

For help or advice please call 0117 930 9000 or complete the form below.

Frequently asked questions

Do barristers at Guildhall Chambers work on a “no win, no fee” basis? Can I fund my case with legal insurance?

Do any of the barristers at Guildhall Chambers work without requiring a fee?

Do barristers at Guildhall Chambers provide their services to clients who are funded by the Legal Aid Agency?

Guildhall Chambers

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Landmark ruling on unfair prejudice petitions

Authors

Richard Ascroft

Related Practice Areas

Popular Insights

For help or advice please call 0117 930 9000 or complete the form below.

Frequently asked questions

How do I contact chambers and your clerks?

What services do barristers from Guildhall Chambers provide?

What is Public Access (Direct Access)?

How are fees calculated for different areas of work?

How do quotes and fees at Guildhall Chambers work?

Do barristers at Guildhall Chambers work on a “no win, no fee” basis? Can I fund my case with legal insurance?

Do any of the barristers at Guildhall Chambers work without requiring a fee?

Do barristers at Guildhall Chambers provide their services to clients who are funded by the Legal Aid Agency?

Do you have timescales for the services which you provide?

What will increase the level of fees to be paid on a case?

Who regulates the barristers at Guildhall Chambers?

What is the complaints procedure at Guildhall Chambers?

Where is Guildhall Chambers based?

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