UK Supreme Court has decided that there is no statutory limitation period for an Unfair Prejudice Petition: THG Plc V Zedra Trust Company (Jersey) Limited [2026] UKSC

In February, the UK’s highest domestic court, the UK Supreme Court (UKSC) handed down the much-anticipated judgment in the case of THG v Zedra Trust Company (Jersey) Limited (Zedra). The Court has decided that there is now no statutory time limit for shareholders to bring an unfair prejudice petition.

What is unfair prejudice, and how can it help minority shareholders?

When a member of a company (usually a minority shareholder) believes they have been unfairly prejudiced by another member of the company (usually a majority shareholder), section 994 of the Companies Act 2006 (CA 2006) provides that a member of a company may petition the Court for relief upon the grounds that:

“(a) the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least the petitioner), or

(b) an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.”

If the petition is well-founded, the Court has wide-ranging powers to make such an order as it thinks fit under s.996 CA 2006, These may include (but are not limited to):  

• Regulating the conduct of the company’s affairs;
• Requiring the company to either refrain from doing an act or to do an omitted act;
• Authorising proceedings to be brought on behalf of the company;
• Requiring the company not to make any changes to its articles; and
• Providing for the purchase of the shares of any members of the company by other members or by the company itself.

Background to THG V Zedra [2026] UKSC

In 2016, bonus shares were allocated by The Hut Group Plc (THG) to four shareholders, but not to Zedra. Zedra was a minority shareholder of THG.  Zedra opposed this exclusion and complained to the High Court in 2019 by presenting an unfair prejudice petition and sought relief against THG.

Zedra later made an application to the Court to amend the petition, which involved an allegation that Zedra had suffered unfair prejudice because of the allotment of bonus shares. The allegation was that by excluding Zedra, THG had unfairly discriminated between Zedra and the shareholders who received the shares.

The key issue in this case was whether Zedra was time-barred from amending the petition in 2022, given that the request was over 6 years after the incident.

Why is limitation relevant?

Limitations can be used as a defence to a legal claim, and if the claim is effectively ‘out of time’, this would ordinarily be sufficient to defeat the claim. The UKSC was therefore required to determine what the limitation period is to amend the unfair prejudice petition. Briefly (and for context) s.8 Limitation Act 1980 (LA 1980) refers to the time limit for ‘speciality’, and s.9 LA 1980 refers to recovering money by virtue of statute.

Inconsistent determination on limitation

THG argued that as Zedra was solely seeking monetary relief, s.9 of the LA 1980 should apply. This section states ‘an action to recover any sum recoverable by virtue of any enactment’ would instil a 6-year limitation period.

• The High Court concluded that unfair prejudice is a complaint, not a cause of action, and therefore there was no statutory limitation period for unfair prejudice petitions, and the judge allowed the amendment. This was the long-standing usual position for previous case law.  The Court also concluded that it could use its discretion on this point.
• THG appealed to the Court of Appeal (COA), and the COA stated that unfair prejudice petitions are not mentioned in the LA 1980. On this basis, Zedra had sought compensation claims for monetary relief under s.9 of the LA 1980, and the limitation was six years, and the complaint was ‘time-barred.’  
• What was surprising was the COA’s reliance on Collin v Duke of Westminster [1985] to justify the decision to implement a ‘look and see approach’. The Collin case was about leasehold land and not unfair prejudice. Their approach meant that, depending on what was being claimed as relief, the limitation that applied. In other words:  

I) All unfair prejudice petitions were an “action upon a specialty”, falling within s.8 of the Limitation Act 1980 and being subject to a 12-year limitation period; unless

II) The relief sought in the petition was purely monetary relief, in which case the limitation period was reduced to 6 years under s.9.

What is the limitation period now for Section 994 Petitions?

In short, the UKSC held that no limitation applies for s.994 unfair prejudice petitions as neither s.8 nor s.9 of the LA 1980 applied.

• After analysing the meaning of ‘speciality’ and studying case law going back to the 19th Century, the UKSC held that s.994 petitions were not a speciality which would have s.8 limitation apply. This is because they found that no enforceable obligation was created; it merely affords the right to petition for relief.
• Furthermore, s.994 petitioners also did not fall under s.9 limitation as it is not an action to recover a sum recoverable. Meaning it does not provide an entitlement to money, even if that is all that is being claimed. This is because of the Court’s wide discretion as to what relief is granted. Thus, even if the petitioner solely requests monetary relief, the Court may grant another form of relief.

What does this mean in practice?

The COA’s decision came as a surprise to practitioners who previously were not commonly concerned with limitations for s.994 matters. Thus, the UKSC’s decision is an appreciated return to normality.

The flexibility to amend a petition without a time bar is a useful process to protect minority shareholders’ interests, because they are often at a disadvantage in terms of knowledge until disclosure occurs. That said, it is important not to fall into the trap of unreasonably delaying a petition just because the limitation period has been lifted.

It is possible that even if technically there is no time bar to bring a claim, an unreasonable delay in the petition being brought might result in a dismissal. Whilst the return to the orthodox position is widely welcomed, it also raises several potential issues, including:

1.      Absent evidence

• Depending on the company’s policy, key documents might not be retained for over 12 years. Thus, a delay in bringing a petition may result in a less effective disclosure stage.
• After some time, key witnesses may have left the jurisdiction or passed away, making it harder for the Court to conclude the facts in dispute.

2.      Unfair windfall for the petitioner and potential prejudice to the respondent.

• If a company is significantly growing, the petitioner may unreasonably cause the delay to gain larger relief. The Court will need to be wary of this, as it may flip the tables and cause unfair prejudice to the respondent.

3.      Increased costs

• A common issue in dispute might now focus on the cause of the delay. This might increase costs by having to argue when the petition should have been brought and/or why there was a delay.

4.      Implied acceptance of conduct

• If a petition is brought based on conduct which took place 12-years prior, the delay might imply that the conduct was not that bad if the petitioner put up with it for that length of time.

Commentary

This judgment appears to be good news for minority shareholders who will now have ‘more time’ to present an unfair prejudice petition.  The UKSC did conclude that if 12 years is deemed to be too long, then the answer is legislative reform. It remains to be seen if there is a Parliamentary appetite to become involved.