THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6

Why It Matters

The ruling preserves open-ended judicial discretion to grant equitable remedies in unfair prejudice cases and limits defendants’ ability to rely on statutory limitation bars, potentially increasing litigation exposure for companies over historic conduct. It also clarifies the scope of Limitation Act sections 8 and 9, with broader implications for other statutory remedies.

Summary

In THG Plc v Zedra Trust Co (Jersey) Ltd [2026] UKSC 6 the UK Supreme Court, by a 4–1 majority, held that unfair prejudice petitions under Companies Act sections 994–996 are not subject to statutory limitation periods in the Limitation Act 1980. The majority rejected the Court of Appeal’s reading that sections 8 (12-year specialty actions) and 9 (six-year actions for sums recoverable by statute) apply to such petitions, finding those provisions target enforcement of statutory obligations or fixed statutory sums, not discretionary remedial powers. The Court therefore allowed Zedra’s amendment seeking compensation despite the alleged loss arising more than six years earlier. Lord Burrows dissented, arguing the Limitation Act should cover statutory claims to prevent stale claims.

Original Description

THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant)

Case ID: UKSC/2024/0047

https://www.supremecourt.uk/cases/uksc-2024-0047.html

Judgment date: 25 February 2026

Neutral citation: [2026] UKSC 6

On appeal from [2024] EWCA Civ 158

Zedra Trust Company (Jersey) Ltd (‘Zedra’) is a minority shareholder in a retail company, THG Plc (‘THG’). In 2019, Zedra brought a claim against THG under section 994 of the Companies Act 2006 alleging that the conduct of THG’s affairs was unfairly prejudicial to Zedra.

In 2022 Zedra applied to amend its claim to include allegations about share distributions made in July 2016. THG opposed the amendment, arguing that Zedra’s complaint in respect of the July 2016 distributions was brought too late and therefore time-barred by the Limitation Act 1980.

The High Court allowed Zedra’s amendment, holding it was not time-barred. THG appealed to the Court of Appeal. The Court of Appeal allowed THG’s appeal, concluding the amendment was time-barred. Zedra now appeals to the Supreme Court.

The issue is:

Is there a statutory limitation period applicable to a claim under section 994 of the Companies Act 2006? If so, what is that period?

By a majority of four to one, the Supreme Court allows Zedra's appeal.

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