Unfair Prejudice Claims and Limitation: Supreme Court Rules there is no statutory time limit

The Supreme Court has now confirmed in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 that there is no statutory limitation period for unfair prejudice petitions under section 994 of the Companies Act 2006.

The decision overturns the Court of Appeal and restores the long-understood position that unfair prejudice claims are not subject to the time limits set out in the Limitation Act 1980.

Is there a Time Limit for an Unfair Prejudice Petition?

Following the Supreme Court's decision, the answer is clear: no statutory limitation period applies to a section 994 unfair prejudice petition.

The Court rejected arguements that such petitions fall within:

• The six-year limitation period that such petitions fall within
  
• The twelve-year limitation period for proprritary claims
  
• The category of "actions upon a specialty" under the Limitation Act 1980

Instead, the Court confirmed that section 994 creates a flexible discretionary jurisdiction, not a conventional cause of action for damages or debt.

Unfair prejudice petitions typically concern a course of conduct unfolding over time, rather than a single actionable breach, making rigid limitation periods ill-suited to the jurisdiction.

Does Delay Still Matter?

Yes, but not in the way limitation defences traditionally operate.

Although there is no statutory time limit, the court retains a board discretion when deciding whether to grant relief and on what terms.

In practice, this means:

• Significant delay may affect the remedy granted
  
• Acquiescence may undermine a claim
  
• Evidential prejudice caused by the passage of time may be relevant
  
• The court will focus on overall commercial fairness

The key question is not whether a claim is "out of time", but whether it remains just and equitable for the court to intervene.

This is a materially different analysis from a strict limitation defence.

Retrospecitivity: Does the Decision Reopen Historic Claims?

The Supreme Court did not create a new principle. It restored the long-accepted understanding of the law prior to the Court of Appeal's 2024 decision. In that sense, the judgment is corrective rather than revoluntionary.

However, as a practical matter:

• Claims previously thought vulnerable to limitation arguments may now proceed.
  
• Ongoing cases where limitation defences were raised will need to be reassessed.
  
• Parties who relied soley on limitation as a defence may need to revist strategy.

That said, the decision does not revive claims already finally determined, nor does it remove the court's ability to refuse relief on discretionary grounds.

What this Means for Shareholders and Companies

For Minority Shareholders

Historic conduct may still form part of an unfair prejudice petition, particularly where it forms part of an ongoing pattern of behaviour. This can include:

• Share dilution
  
• Exclusion from management
  
• Improper share issues
  
• Diversion of business opportunities
  
• Failure to declare dividends
  
• Excessive remuneration

If you have previously been advised that a potential claim was "out of time", it may be worth revisiting that advice in light of this decision.

For Companies and Majority Shareholders

The decision narrows the scope for disposing of unfair prejudice petitions on technical grounds.

Greater emphasis will now fall on:

• The substantive commercial merits
  
• The fairness of the conduct in question
  
• The strategic managment of disputes at an early stage

It also reinforces the importance of proper corporate governance and clear documentation of shareholder descisions.

How Acuity Law advise on Unfair Prejudice Claims

Following the Supreme Court's decision, strategic advice at an early stage is more important than ever. We advise shareholders, directors and companies across the full spectrum of shareholder disputes, including:

• Section 994 unfair prejudice petitions
  
• Limitation and delay arguments
  
• Shareholder deadlock
  
• Director disputes
  
• Dilution and share capital issues
  
• Negotiated exits and share valuations
  
• High Court litigation and appeals

Our approach is commercially focused, strategic and pragmatic. We understand that shareholder disputes often involve significant financial and reputational stakes.