Limitation period applies to unfair prejudice claims

The Court of Appeal was asked to decide, as a matter of principle, whether any limitation period applies to a petition under section 994 of the Companies Act 2006.

In brief, section 994 provides relief for a member of a company who is able to show that the conduct of the directors was unfair or prejudicial to them.

The unanimous judgment of their Lordships held that, despite it being “…received wisdom that no limitation period applies to” unfair prejudice petitions, the Court of Appeal was not bound by the earlier Court of Appeal decision in Bailey v Cherry Hill Skip Hire Ltd [2022] EWCA Civ 531 and that limitation periods do apply to unfair prejudice petitions under section 994.

It was confirmed that the limitation period for unfair prejudice petitions is 12 years under section 8 of the Limitation Act 1980, or 6 years under section 9 in limited cases. 

THG plc and others v. Zedra Trust Company (Jersey) Limited [2024] EWCA Civ 158