Thg Plc Ors V Zedra Trust Company Jersey Ltd: No Statutory Time Limit for Section 994 Petitions

Key Takeaways

1. In THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6, the Supreme Court held by four to one that sections 8 and 9 of the Limitation Act 1980 do not apply to section 994 unfair prejudice petitions.
2. Asking the court for monetary compensation does not make a section 994 petition time-barred.
3. Delay still matters. The court can take account of unjustified delay that harms a respondent or others when deciding whether to grant a particular remedy, or any remedy.
4. Historic grievances, such as exclusion from a share issue many years ago, may still found a petition or be added to an existing one by amendment.
5. A separate claim arising from the same facts, such as one under a shareholders’ agreement, still needs its own limitation analysis.
6. Petitioners should preserve documents and act promptly. Respondents should evidence the concrete harm that delay has caused, rather than relying on the age of the complaint.
7. Go Legal is rated Excellent with over 300 five-star reviews and 5/5 on Trustpilot and Google, placing our solicitors among the best-reviewed litigation lawyers in England and Wales.

What Does THG Plc v Zedra Mean for Unfair Prejudice Petitions?

A section 994 unfair prejudice petition in England & Wales is not subject to the limitation periods in sections 8 or 9 of the Limitation Act 1980. That is the effect of THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant) [2026] UKSC 6, decided by the Supreme Court on 25 February 2026.

If you are asking what THG Plc & Ors v Zedra Trust Company (Jersey) Ltd means for you, the short answer is this. The passing of six or 12 years does not, by itself, stop a minority shareholder petitioning over historic conduct, even where the petitioner wants money. However, the court keeps a discretion to refuse or tailor relief where unjustified delay has caused harm.

The decision reverses the Court of Appeal and restores what practitioners had long understood the position to be. It does not make delay safe, and it changes how both sides should prepare. Our solicitors act for minority shareholders, companies, directors and respondent shareholders in these disputes.

Background: How Did Zedra’s Bonus Share Complaint Reach the Supreme Court?

The case arose from a minority shareholder’s exclusion from a 2016 bonus share issue, raised by amendment to a petition that was already more than three years old.

The parties and the July 2016 bonus issue

Zedra Trust Company (Jersey) Ltd (“Zedra”) was a minority shareholder in THG plc. The respondents were the company and nine of its current or former directors.

Zedra acquired its shares in 2011, when the company was a private company registered as The Hut Group Ltd. It then held 13.2% of the issued share capital and 13.37% of the voting rights. By early 2019, that had reduced to 8.34% of the share capital and 9.63% of the voting rights.

On 11 July 2016, the company allotted 16,802 D ordinary shares as bonus shares. They were paid up by capitalising £16,802 from a distributable reserve account. The shares went to four shareholders, in proportions set by the directors and approved by a designated shareholder majority under the articles of association. Zedra received none.

Zedra alleged that the directors had unfairly discriminated between shareholders. It said they breached duties to act lawfully, in good faith, for proper purposes and fairly between shareholders when allotting shares, capitalising profits and appropriating those profits. Had they done so, it said, it would have received its pro rata share.

The company floated in September 2020, when its share capital was restructured and it became a listed plc. Zedra alleged that it would have converted the additional shares immediately before the IPO and sold them at £5 per share. It did not quantify its loss, but the Supreme Court said the figure appeared to be between £1.835 million and £1.979 million. Zedra sought equitable compensation from the directors involved. The Supreme Court called this the “July 2016 Complaint”.

The procedural route to the Supreme Court

Zedra presented its section 994 petition on 7 January 2019. It alleged, among other things, that the directors had removed valuable co-sale rights attached to its shares and breached its contractual entitlement to shareholder information.

The respondents applied to strike out the petition. They failed at first instance and partly succeeded in the Court of Appeal, but the co-sale and information rights allegations survived. The Court of Appeal remitted the petition for a High Court case management conference, including any further application to amend.

Zedra applied on 22 June 2022 to make two amendments. The application was heard on 16 December 2022. On 18 January 2023, in [2023] EWHC 65 (Ch), Fancourt J refused the first amendment but allowed the July 2016 Complaint. The July 2016 Complaint satisfied the merits test for permission to amend, so the respondents’ only objection was an arguable limitation defence.

Relying on In re Cherry Skip Hire Ltd, Bailey v Cherry Hill Skip Hire Ltd [2022] EWCA Civ 531; [2023] Bus LR 14, Fancourt J held that the Limitation Act 1980 contained no limitation period for section 994 petitions. He treated unfair prejudice as a complaint rather than a cause of action. Delay or acquiescence could justify refusing relief at trial, although the respondents had not relied on either.

The Court of Appeal allowed the respondents’ appeal in [2024] EWCA Civ 158. Lewison LJ, with whom Arnold LJ agreed, and Snowden LJ in a concurring judgment, held that the six-year period in section 9 barred the July 2016 Complaint. Permission to amend had not been granted within that period. Zedra appealed to the Supreme Court, which heard the case on 17 and 18 February 2025.

The Issues: What Did the Supreme Court Have to Decide?

The Supreme Court had to decide whether any Limitation Act 1980 time limit caught Zedra’s claim, and why.

A member can petition under section 994 of the Companies Act 2006 where the company’s affairs are being or have been conducted in a manner unfairly prejudicial to members’ interests, or where an actual or proposed act or omission would be. Under O’Neill v Phillips [1999] 1 WLR 1092, unfair prejudice may arise from a breach of the terms on which the shareholder agreed the company would be run, or where equitable considerations make reliance on strict legal powers unfair. If the petition is well founded, section 996 lets the court make such order as it thinks fit.

Against that framework, the court faced five questions.

1. Is a section 994 petition an “action upon a specialty” under section 8(1), attracting a 12-year period? The respondents said a claim available only under statute is an action upon a specialty. Zedra said sections 994 to 996 merely give a right to petition for discretionary relief and create no substantive obligation.
2. Where only money is sought, is the petition an “action to recover any sum recoverable by virtue of any enactment” under section 9(1), attracting a six-year period? The respondents said the court should “look and see” what relief was in substance sought. Zedra said section 996 confers no entitlement to any particular remedy, so tying limitation to the relief requested would be arbitrary and unworkable.
3. If either section applied, did section 36(1) disapply it because the compensation was equitable relief? Zedra said the compensation was equitable in nature and source. The respondents said it arose solely under section 996.
4. Could the long-settled understanding that no limitation period applied help interpret the 1980 Act? Zedra relied on more than 40 years of case law, textbooks and Law Commission material. The respondents said no court had authoritatively decided the point.
5. What weight should the policy against stale claims carry? The respondents relied on finality. Zedra relied on the court’s discretion to refuse relief for unjustified delay and said any new limitation period was a matter for Parliament.

The Decision: What Did the Supreme Court Decide About Unfair Prejudice Time Limits?

By a majority of four to one, the Supreme Court allowed Zedra’s appeal and held that section 994 petitions are not subject to sections 8 or 9 of the Limitation Act 1980. Lord Hodge and Lord Richards gave the majority judgment, with which Lord Lloyd-Jones and Lord Briggs agreed. Lord Burrows dissented.

Section 8: a petition enforces no statutory obligation

An action upon a specialty is, in essence, an action to enforce an obligation created by deed or statute. The fact that proceedings exist only because of a statute is not enough.

Sections 994 to 996 create no substantive obligations. They let the court give relief where breaches of independently existing duties, contractual arrangements or other states of affairs cause unfair prejudice, and even where no enforceable obligation has been breached. As the majority put it:

“In short, sections 994-996 exist to provide relief in respect of a state of affairs. They neither contain nor enforce obligations.”

The majority held that Collin v Duke of Westminster [1985] QB 581 had been read too broadly. It did not establish that every statutory cause of action falls within section 8. Whether section 8 can apply to a non-monetary obligation expressly created by statute was left open, because the majority justices differed and the point had not been fully argued.

Section 9: a discretionary remedy is not a statutory sum

Section 9 is not confined to liquidated debts and can cover sums set by the court’s discretion. The decisive distinction is between a statute creating an entitlement to money and a statute letting the court choose whatever relief is appropriate.

Under section 996, the petitioner has no right to any particular remedy. Any payment order flows from the court’s decision, not from the statute:

“The respondent’s obligation to pay it arises only by virtue of the court’s exercise of its very wide discretion.”

Applying section 9 would allow a petition to proceed for every form of relief except a money order, even if the court thought money the right remedy. The majority said this “borders on the absurd”. It concluded:

“We consider that claims under statutory provisions which confer a wide discretion as to remedy are not claims to which section 9 applies.”

The majority rejected the “look and see” approach in Re Priory Garage (Walthamstow) Ltd [2001] BPIR 144, because predicting the likely relief has no basis in the statutory wording and is ill-suited to deciding whether a claim is time-barred. It held that Rahman v Sterling Credit Ltd [2001] 1 WLR 496 was wrongly decided as regards sections 8 and 9. It held that Hill v Spread Trustee Co Ltd [2006] EWCA Civ 542 was wrongly decided as regards section 9, insofar as it supported that approach.

The court also refused to postpone limitation until after trial, when the likely relief would be known, because that would waste the parties’ and the court’s resources. As the majority observed, citing Millett LJ in Paragon Finance plc v D B Thakerar & Co [1999] 1 All ER 400, “a limitation period should relate to a cause of action and not a particular remedy”.

Section 36, settled understanding and policy

Zedra lost its alternative section 36 argument. It was claiming statutory relief available only under section 996, not pursuing an equitable claim against the directors. Following Re The Hut Group Ltd [2021] EWCA Civ 904, a shareholder has no personal claim against directors for breach of duties owed to the company.

The settled understanding argument did not decide the case. No reported English decision before this litigation had actually determined whether sections 8 or 9 applied to unfair prejudice petitions, and widespread belief is not an authoritative interpretation of the Act.

Policy against stale claims could not override the statutory wording. Whether a specific time limit should exist is, the majority said, “a question of policy for Parliament; it is not for the courts to determine”. Instead, the court controls stale petitions through its discretion:

“Whether or not there is a statutory limitation period, the court in addressing an application under section 994 of the CA 2006 may take account of unjustified delay by the claimant which has an adverse effect on a respondent or other persons when exercising its discretion to grant or refuse a particular remedy or any remedy.”

Lord Burrows’ dissent

Lord Burrows would have dismissed the appeal. He considered that any cause of action dependent on statute is an action upon a specialty, so section 8 imposed a default 12-year period. He would also have applied section 9’s six years where a petition in substance sought money. On his view, the July 2016 Complaint should not have been allowed by amendment.

Impact on Stakeholders: What THG v Zedra Means for You

The decision shifts the battleground from “is it too late?” to “would relief be fair today?”. What that means depends on which side you are on.

Minority shareholders and petitioners

Old grievances, including dilution, exclusion from a share issue or the removal of share rights, are not automatically lost. That removes a major defence, but it does not remove the evidential burden. Before petitioning:

1. Identify the specific conduct said to be unfairly prejudicial.
2. Build a chronology from board papers, Companies House filings, correspondence and shareholder documents.
3. Record when you first learned of the conduct and whether you objected.
4. Consider anything that might suggest acceptance, such as votes, signed documents, dividends or prolonged silence.
5. Assess which remedy is realistic given later changes in ownership and funding.

You may also find our guide on Unfair Prejudice Petitions useful.

Companies, directors and respondent shareholders

A respondent can no longer defeat a petition simply by showing that six or 12 years have passed. The defence must be built on the discretion: unjustified delay, acquiescence and real prejudice to respondents or others. Practical steps include:

1. Preserve historic records and suspend routine deletion of relevant material.
2. Establish what the petitioner knew, accepted or benefited from, and when.
3. Gather evidence of specific prejudice caused by delay.
4. Assess whether changes in ownership, financing or governance make the requested order impractical or unfair to non-parties.
5. Consider whether an agreed commercial exit is preferable to contested litigation.

To learn more about wider disputes between owners, read our article on Shareholder Disputes.

Shareholders with parallel claims

The decision covers section 994 petitions only. A claim under a shareholders’ agreement, or a company’s claim against its directors, is a separate cause of action with its own limitation analysis. Equally, a time bar affecting another claim cannot be imported into a section 994 petition. The Supreme Court made this point by reference to Tianrui (International) Holding Co Ltd v China Shanshui Cement Group Ltd [2024] UKPC 36, where another cause of action might have been available for targeted dilution.

Insolvency practitioners and other statutory remedies

The disapproval of Priory Garage and Hill v Spread Trustee matters beyond company law. In our view, respondents to insolvency applications under provisions giving the court a wide remedial discretion should expect the section 9 “look and see” argument to be challenged, with the full effect tested in later cases. The key question is whether the statute creates an entitlement to money or simply empowers the court to choose relief.

Our solicitors can review the documents in a historic shareholder complaint and give a clear view on the remedies realistically available.

How Can Delay Still Affect an Unfair Prejudice Petition Without a Statutory Time Limit?

Delay can still cost a petitioner the remedy sought, or any remedy, because the court weighs unjustified, harmful delay when exercising its section 996 discretion.

Acquiescence and lost evidence

Acquiescence may arise where a shareholder appears to accept the position they later challenge, for example by voting for a later resolution, taking benefits without objection or staying silent after learning of the conduct. Earlier decisions, including Re DR Chemicals Ltd [1989] BCLC 383, Re Grandactual Ltd [2006] BCC 73 and Re Edwardian Group Ltd [2018] EWHC 1715 (Ch), dealt with delay through laches or the court’s remedial discretion rather than a fixed time bar.

Delay also erodes proof. Board minutes, emails and share registers go missing, directors and staff leave, and memories fade. A petition that is legally available may still fail on the evidence.

Why relief is judged by today’s circumstances

The Supreme Court identified several principles that shape remedies. Each explains why an old complaint can produce a narrower or different order.

Frequently Asked Questions

Get Expert Help With an Unfair Prejudice Petition

THG v Zedra means the age of a shareholder grievance no longer decides the case. The fight is now about evidence, acquiescence, prejudice and what remedy is fair today, and a party who leaves preparation too late risks losing documents, witnesses and settlement leverage.

Go Legal is a London-based commercial litigation law firm acting for individuals, directors, professionals and businesses across England & Wales. Our solicitors act on both sides of historic unfair prejudice disputes, including:

• Assessing the alleged conduct and the realistic section 996 remedies.
• Analysing delay, acquiescence and prejudice from either side.
• Negotiating early commercial resolution, including share purchase terms.
• Preparing and running contested shareholder proceedings.