THG Plc v Zedra Trust Company

How long do I have to bring an unfair prejudice petition before the limitation period expires? 

For many years, the view was that unfair prejudice petitions (claims) had no limitation period and could be brought at any time.  

Not right said the Court of Appeal in THG Plc v Zedra Trust Company (Jersey) Limited. This is a “landmark” case and a major correction to decades of long held views. Unfair prejudice petitions are subject to limitation periods, and failing to act in time may prevent a claim entirely. 

What limitation period applies? 

The answer depends on the type of remedy the shareholder is seeking. The Court of Appeal identified two main categories, each linked to a specific period under the Limitation Act 1980.

Claims centred on a share purchase order – 12 years

Most unfair prejudice petitions ultimately aim to force the majority shareholder to buy the petitioner’s shares at a fair value. The Court of Appeal treated this as a claim involving a proprietary interest in the shares. Such claims fall within section 8, which carries a 12-year limitation period. 

This does not mean claimants can wait over a decade before acting. Evidence deteriorates, relationships worsen, and courts may still refuse relief if the delay makes the case unfair or unmanageable. But it does set a clear maximum timeframe for petitions where a buy-out is the principal remedy.

Claims seeking financial compensation – 6 years

Where the petition asks for compensation, repayment, or other financial relief, the Court of Appeal held that the claim resembles an action for damages. These fall within section 9, which carries a 6-year limitation period. 

Many petitions include both a request for a buy-out and claims for monetary relief. In those cases, the shorter 6-year period may govern the financial elements, even if the buy-out remedy remains available for longer. Claimants cannot assume a 12-year window applies across the board. 

Does delay still matter if you are within the time limit? 

Yes. Limitation periods set the outer boundary, but courts can still decline relief if the claimant has delayed unreasonably and that delay has caused unfairness. In practice, acting promptly is strongly advisable, even if the statutory period has not yet expired. 

The practical takeaway 

Unfair prejudice claims are now clearly subject to statutory deadlines. Shareholders should: 
• identify when the alleged unfair conduct occurred; 
• determine whether their primary remedy is proprietary (12 years) or compensatory (6 years); 
• seek advice early to avoid accidental time-outs. 

Why mediation can be a smart move 

Unfair prejudice disputes are often emotionally charged and arise in companies where personal relationships matter. Mediation offers a confidential, quicker, and more commercially flexible route than litigation, enabling tailored solutions such as negotiated buy-outs or governance changes. Early mediation can preserve value and reduce risk, including the risk of running into limitation issues. 

Permission to appeal was granted, and the Supreme Court heard the case in February 2025. Its judgment is expected imminently and is anticipated to give a definitive ruling on whether limitation periods apply to unfair prejudice petitions, a point with significant implications for shareholder disputes.

THG PLC v Zedra Trust Company (Jersey) Ltd [2024] EWCA Civ 158