THG v Zedra Trust Company (Jersey) [2026] UKSC 6, handed down last week, overturns a landmark Court of Appeal decision in the same case two years ago. That unanimous decision of the Court of Appeal created a stir as it contradicted ‘received wisdom for over 40 years’ that statutory limitations do apply.
The dispute concerned a petition brought by Zedra in January 2019 under s 994 of the Companies Act 2006, contending it was wrongly excluded from a bonus shares issue in 2016, which would have paid out when the company floated in 2020. Zedra alleged this conduct was unfairly prejudicial. THG countered the petition was out of time.
Lords Hodge and Richards, giving the main judgment, said: ‘It is generally in the public interest that stale claims are not allowed to proceed, and that there should be finality in litigation... But such broadly textured policy considerations have a limited role to play in the interpretation of the [Limitation Act 1980], which provides varied time limits for the commencement of different claims and provides no limitation periods for certain causes of action.’
Brodies partner Craig Watt said the decision ‘provides definite clarity.
‘This materially changes the strategic landscape for shareholder corporate disputes. Both companies and minority shareholders should review their governance frameworks, historical actions, and dispute resolution readiness in light of this important decision.’
However, ‘acting promptly remains important, as the court may still decline relief where there has been undue delay,’ Watt said.
‘Boards and corporate secretaries must keep comprehensive and accurate records of decisions, shareholder communications, and actions related to unfair prejudice. Poor documentation can undermine the defence of past petitions.’
