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

Hearing listed

Case summary
Appeal
Change log

Case summary

Case ID

UKSC/2024/0047

Parties

Appellant(s)

Zedra Trust Company (Jersey) Ltd

Respondent(s)

THG Plc

Issue

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

Facts

Zedra Trust Company (Jersey) Limited (the appellant) is a minority shareholder in THG PLC (the respondent). In July 2016, the respondent allotted shares to four corporate shareholders with shares of the same class as those held by the appellant, but none to Zedra. In 2019, the appellant initiated a claim against the respondent arising out of this share issue. In June 2022, the appellant applied to add an additional claim that it suffered unfair prejudice under section 994 of the Companies Act 2006 as it had been excluded from the share issue. In December 2022, the High Court of Justice of England and Wales allowed the appellant’s application. It rejected the respondent’s contention that the additional claim was time barred under the Limitation Act 1980. The respondent appealed to the Court of Appeal, which allowed the appeal. It concluded that the additional claim was time barred under the Limitation Act 1980. The appellant now appeals to the Supreme Court of the United Kingdom.