Court Rules Limitation Period Applies to Unfair Prejudice Petitions Under Companies Act 2006

Citation: [2024] EWCA Civ 158
Judgment on

Introduction

The appeal case of THG PLC & Ors v Zedra Trust Company (Jersey) Limited concerns whether a limitation period applies to a petition under section 994 of the Companies Act 2006 alleging unfairly prejudicial conduct in the affairs of a company, and if so, what that period is. The decision analyzes historical approaches to such petitions, statutory limitations, and the discretion afforded to courts in allowing or dismissing claims based on delays.

Key Facts

Zedra Trust Company presented a petition in 2019 claiming unfair prejudice under section 994. Major points of contention included Zedra being excluded from a bonus share issue in 2016. Following amendments and applications to re-amend the petition, the key issue revolved around whether the complaint was within a statutory limitation period applicable to section 994 petitions. Historical perception assumed no such limitation exists, with courts relying on discretionary powers to permit or deny complaints based on principles such as laches and acquiescence.

The court’s analysis was guided by several legal principles:

  1. Statutory Limitation and Petitions: Under the Limitation Act 1980, actions are generally subject to limitation periods to prevent the litigation of stale claims. This principle upholds “interest reipublicae ut sit finis litium” – it is in the public interest that there be an end to lawsuits. The court examined whether the action initiated by Zedra’s petition could be subject to statutory limitation under sections 8 or 9 of the 1980 Act, which cover actions upon specialties and actions to recover sums recoverable by virtue of any enactment, respectively.

  2. Equitable Relief and Analogous Limitation: Equity generally proceeds on analogous limitation periods, relevant when the action is similar to a claim at common law. However, in this case, the court determined that compensation under section 996 is not “equitable relief,” and the petition is purely statutory, bypassing any analogy to common law claims.

  3. Discretion and Delay: Courts traditionally approach the discretion to grant relief by evaluating if due to the delay, it would be unfair or inappropriate for petitioners to obtain the relief they seek. Even when a limitation period applies, claims within that period could still be dismissed if it is deemed that the petitioner has acquiesced to the situation.

  4. Rules of Court for Amendments: The Civil Procedure Rules (CPR) typically govern amendments to statements of case, but petitions are not defined as such under the CPR. Nevertheless, the court held that necessary modifications could widen the definition within the context of unfair prejudice petitions, applying CPR Rule 17.4, which permits amendments only when the new claim arises out of the same or substantially the same facts already in issue.

Outcomes

The court concluded that the Limitation Act 1980’s sections 8 and 9 do apply to petitions under section 994. Zedra’s sole claim for compensation fell under section 9, subjecting it to a six-year limitation period, beyond which the claim is statute-barred. Thus, the court held that Zedra’s claim was statute-barred, and the amendment should not have been allowed.

Conclusion

The judgment delivered by Lord Justice Lewison sets a precedent by clarifying that petitions alleging unfairly prejudicial conduct under section 994 are subject to the six-year limitation period prescribed by section 9 of the Limitation Act 1980 when the relief sought is monetary. This case overthrows the longstanding assumption that such petitions are free from statutory limitation constraints and underscores the courts’ power to refuse amendments based on delayed and consecutive claims, underlining the importance of prompt legal action in corporate disputes.