Jurisdiction(s):
United Kingdom

Court of Appeal (England and Wales): Limitation Act 1980 applies to s 994 CA 2006 petitions—12 years generally, six where a money judgment is sought; buyout orders unaffected

Published on: 04 March 2024

Published by a LexisNexis Dispute Resolution expert

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Article summary

THG plc v Zedra Trust Company (Jersey) Ltd [2024] EWCA Civ 158 What are the practical implications of this case?

This ruling carries significant weight for company law specialists and for anyone prosecuting or defending unfair prejudice petitions under CA 2006, s 994. For the last forty years, the settled ‘received wisdom’ was that no limitation period governed such petitions, whether under s 994 or its antecedent provisions. That belief became so embedded that decisions of the High Court and the Court of Appeal — for example Bailey v Cherry Hill Skip Hire [2022] EWCA Civ 531 — were argued and decided on the shared premise that respondents could not rely on limitation as a defence. The Court of Appeal has now displaced that view. It has held that, as a general rule, a 12‑year limitation period applies; however, where the petition includes a claim for a money judgment within the relief sought, a shorter six‑year period is engaged. Importantly, this curtailed period will not affect the bulk of petitions, which usually pursue an order compelling the respondent to buy the petitioner’s shares, or, alternatively, requiring the petitioner to purchase the respondent’s shares...

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