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The Court of Appeal has clarified the uncertainty as to whether unfair prejudice claims are subject to limitation periods.

What is an unfair prejudice claim?

Claims brought under section 994 of the Companies Act 2006 for unfair prejudice are brought by shareholders of a limited company against the company and usually concern allegations that the company is being run in a way that is unfair to them and/or other shareholders more generally.

What has changed?

In a recent case in the Court of Appeal, THG Plc v Zedra Trust Co (Jersey) Ltd [2024] EWCA Civ 158, the court considered whether any limitation period applied to unfair prejudice claims brought under section 994 of the Companies Act 2006. The court also considered whether, if a limitation period were to apply, what that period would be.

The court found that unfair prejudice petitions are indeed subject to the Limitation Act 1980, and they are therefore subject to statutory time limits. Following this significant judgment, clarity has been provided to litigants that limitation periods do apply to claims for unfair prejudice.

What is the Limitation Act 1980?

The Limitation Act 1980 is legislation that sets statutory time limits for different types of claims. This means that after a certain time period, it would be too late to bring a claim.

Until now, it has not been clear whether unfair prejudice claims were subject to the Limitation Act 1980. However, following this decision, the court has confirmed that the Limitation Act 1980 does apply to unfair prejudice claims. What that limitation period is is not a straightforward answer and specialist legal advice should be sought at the earliest opportunity in relation to this.

What does this mean for companies and company members?

Whilst this is a complex and specific area of law, the implications of the judgment are far-reaching. As with most litigation, directors of companies facing a claim by a shareholder and shareholders who are considering bringing an unfair prejudice claim need to be alive to the time limits that exist for bringing this type of claim. Therefore, seeking legal advice from a specialist as early as possible is essential, particularly in light of this latest case.

How we can help

Understanding whether your claim will fall into the category of unfair prejudice, and what limitation period would apply, takes careful consideration of several factors. Ensuring you get the legal advice you need is essential in order to determine whether limitation is an issue in your case.

Contact our Commercial Dispute Resolution team at who can help guide you through the process and provide tailored advice to suit your circumstances.


This article was co-written by Gemma Mittell, associate, and Karla Dehlavi, paralegal, in our Commercial Dispute Resolution team.