Supreme Court judgment: Andrew Thompson KC and Lily Church act for the successful appellants in THG v Zedra Trust Company (Jersey) Ltd [2026] UKSC 8
25th February 2026
Overview
Andrew Thompson KC, George McPherson and Lily Church acted for the successful appellants in THG v Zedra Trust Company (Jersey) Ltd [2026] UKSC 8, instructed by Joel Heap and Sam Pringle at DWF, in which the Supreme Court today handed down judgment.
Allowing the appeal and overturning the Court of Appeal’s decision, the Supreme Court held that unfair prejudice petitions under section 994 of the Companies Act 2006 are not subject to statutory limitation periods under the Limitation Act 1980. The Supreme Court’s ruling restores the previously understood position that no statutory limitation period applies to section 994 petitions, with delay instead governed by the application of equitable principles by analogy in the exercise of the court’s discretion.
Background
The case arose from an unfair prejudice petition brought by Zedra in 2019 under section 994 of the Companies Act 2006 in relation to THG Plc (the Hut Group) (“the Company”). That section of the Companies Act allows a member of a company to apply to the court for a remedy under section 996 on the grounds that the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of some or all members or that an actual or proposed act or omission of the company is or would be unfairly prejudicial.
The appeal arose from an application by Zedra in 2022 for permission to amend its petition to include allegations relating to a bonus share issue that had taken place more than 6 years earlier and a claim for compensation from the Company’s directors as a result. THG opposed the amendment, arguing that the claim for compensation was time-barred under section 9 of the Limitation Act 1980.
The High Court and Court of Appeal’s Decisions
The High Court held that no limitation period applied and that the amendment was not time barred. The Court of Appeal disagreed, allowing the appeal by THG. It concluded that all petitions under section 994 are subject to a 12-year limitation period as “an action upon a specialty” under section 8 of the 1980 Act, other than petitions seeking relief by way of monetary compensation, which are subject to a 6-year limitation period under section 9 of the 1980 Act. The Court of Appeal held that, as the only remedy sought by Zedra was (uncommonly) monetary compensation, its claim fell within section 9 and was time barred.
Zedra appealed to the Supreme Court and argued that no statutory limitation period applied to an unfair prejudice petition brought under section 994 of the Companies Act.
The Supreme Court’s Decision
By a majority of four (Lord Hodge, Lord Lloyd-Jones, Lord Briggs and Lord Richards) to one (Lord Burrows), the Supreme Court allowed Zedra’s appeal and held, in summary:
- Following a review of 19th century authorities, predecessor legislation, and the approach adopted in other Commonwealth jurisdictions, the Court concluded that a petition under section 994 is not “an action upon a specialty” within the meaning of section 8 of the Limitation Act 1980. An action upon a specialty is, in essence, a claim to enforce an obligation created by deed or statute. Section 994 does not create such obligations but, together with section 996, provides a mechanism for relief where there exists a state of affairs amounting to unfair prejudice.
- A claim for monetary compensation within a section 994 petition is not “an action to recover any sum recoverable by virtue of any enactment” within section 9 of the 1980 Act and no such limitation period applies. A claim under section 994 is not a claim to enforce a liquidated or unliquidated obligation under a statute but a claim that the court should make such order as it thinks fit for giving relief in respect of the matters complained of. Under section 996, the Court has a very broad discretion to award any remedy it sees fit in respect of such unfair prejudice that it has found at trial and it is not confined to the relief sought by the petitioner. A so-called ‘look and see’ approach of applying a limitation period under section 9 if and to the extent that a petition claimed monetary relief in its prayer, or if that was the real relief it was seeking, would, therefore, be unprincipled and impractical to apply.
- Therefore, no statutory limitation period applies to a section 994 unfair prejudice petition.
- The Court also held that earlier decisions of lower courts applying or suggesting the application of section 9 to claims under sections 214, 238-241 and 423 of the Insolvency Act 1986 were to that extent wrongly decided.
Lord Burrows dissented, holding that section 994 claims are “actions upon a specialty” subject to a 12-year limitation period under section 8. He considered that claims under section 994 seeking monetary compensation fall within section 9 and are therefore subject to a 6-year limitation period. On that basis, he would have dismissed the appeal.
Impact of the Decision
The decision represents a major development for company law practitioners, restoring the previously understood position that unfair prejudice petitions under section 994 of the Companies Act are not subject to statutory limitation periods. Instead, questions of delay are governed by the application of equitable principles by analogy in the exercise of the court’s discretion, most notably the doctrine of laches, preserving the flexible and discretionary nature of the remedy. In doing so, the Supreme Court resolved the existing uncertainty and clarified the juridical character of a section 994 petition, recognising it (in summary) as a procedural gateway to a discretionary jurisdiction rather than a conventional cause of action concerned with the enforcement of accrued legal rights.
Lower courts and practitioners will also have to address afresh questions of the application of sections 8 and 9 to claims under sections 214, 238-241 and 423 of the Insolvency Act 1986, in the light of the Supreme Court’s analysis of sections 8 and 9 and its disapproval of earlier cases on those sections of the 1986 Act.
Beyond company law, the decision is of wider importance to litigators and commercial practitioners more generally. The Court provided valuable guidance on the meaning and scope of sections 8 and 9 of the Limitation Act 1980, clarifying the circumstances in which statutory claims will fall within those provisions.
To learn more about Andrew and Lily’s practices, click here:
