Yesterday, in THG plc v Zedra Trust Co (Jersey) Ltd [2026] UKSC 6, the Supreme Court provided its latest judgment on the Limitation Act 1980. In this case note, David Halpern KC explains the unusual issue involving the interface between and ss.8 and 9 of the Limitation Act and “unfair prejudice” petitions under ss.994-996 of the Companies Act 2006, but the decision raised (without answering) broader issues.
The s.994 petition was brought by Zedra, a minority shareholder in THG plc, claiming that the affairs of THG plc were being conducted in an unfairly prejudicial manner. Zedra applied to amend the petition to allege further prejudice in an issue of bonus shares from which it had been excluded. The Respondents objected to the amendment, saying that there was an arguable limitation defence. Fancourt J held that the Limitation Act did not apply to a s.994 petition and allowed the amendment. The Court of Appeal allowed an appeal, holding (contrary to what everyone had previously thought) that the Limitation Act did apply and that the claim was barred by s.9.
The appeal to the Supreme Court necessitated an extensive discussion of ss.8 and 9. The majority judgment was given by Lords Hodge and Richards, with whom Lords Lloyd-Jones and Briggs agreed, save on one point.
Section 8
S.8 provides for a limitation period of 12 years for “an action upon a specialty”, save where a shorter period is provided by another provision of the Act. As the court observed, it is most unsatisfactory that the Act does not define “specialty”. The court had to delve into obscure corners of legal history going back to the 13th century to discover its meaning. The judgments also involve a lengthy excursus into an obiter dictum of Oliver LJ in 1985 which appeared to be capable of two interpretations. It is a disgrace that an important statute applicable in the 21st century is not more clearly worded.
All the Justices accepted that “specialty” refers to proceedings under a deed or statute, but the issue was whether all such proceedings amount to specialties. Three divergent conclusions were reached by the Justices.
Lords Hodge and Richards held that the term “specialty” is limited to monetary claims arising under a deed or statute; it does not include a non-monetary claim, such as a tenant’s claim to enfranchise a property under the Leasehold Reform Act. They concluded at [115-116] and [122] that a s.994 petition does not contain or enforce any substantive obligation; it merely gives the court a statutory discretion to impose whatever remedy it considers appropriate. Hence it is not a specialty.
Lords Lloyd-Jones and Briggs took an intermediate position. (They did not give a separate judgment, but their opinion is recorded at [118] and [124-128].) They agreed that the term “specialty” is limited to claims to enforce an obligation under a deed or statute, but said that the claim does not have to be a monetary claim. Hence an enfranchisement claim is a specialty, but a s.994 petition is not.
The majority judgment leaves this disagreement unresolved.
Lord Burrows, dissenting, agreed with the Court of Appeal that all proceedings arising under a statute are “specialties” and hence this includes a s.994 petition, even though it is not a claim in the conventional sense.
So the majority conclusion reached on s.8 is that a s.994 petition is not a specialty, but the question remains open whether a claim to enforce a non-monetary obligation under statute is a specialty.
Section 9
S.8 is subject to s.9, which provides a six-year limitation period for an action to recover any sum recoverable under any enactment.
The majority conclusion was that this did not extend to a request in an “unfair prejudice” petition for a monetary sum. The court helpfully confirmed that s.9 is not limited to statutory debts but includes statutory claims akin to damages. But s.9 does not extend to a s.994 petition because, where the court concludes that the petition is well founded, s.996 empowers the court to grant whatever relief it considers appropriate; hence a petition cannot properly be described as being a claim for compensation.
Underlying this reasoning are two policy considerations. The first is that it would be arbitrary for some remedies sought in a s.994 petition to be subject to a six-year limitation period and other remedies not to be. Lord Burrows disagreed, saying that it is not unknown for the same set of facts to give rise to different remedies with different limitation periods. However, an unusual feature of an unfair prejudice petition is that the court may grant a remedy which has not been claimed in the petition.
The second policy consideration is that the court, in exercising its very broad discretion under s.996, may take into account whether to refuse relief because of the staleness of the claim, thereby bypassing the need to rely on limitation.
On the narrow view taken by Lords Hodge and Richards, it is difficult to see much room for s.8 to operate, in view of the carve-out in s.9.
Conclusion
In Haward v Fawcetts [2006] 1 WLR 682 at [32] Lord Scott said that Parliament has struck the balance in the Limitation Act between the public interest in allowing a fair opportunity to bring claims and the public interest in preventing stale claims from being litigated. The courts should therefore approach the Act with no bias in favour of shifting the dial.
However, it is not easy to give a neutral interpretation to the Act when the provisions are so obscure. The problem in Zedra arises for two main reasons. One is the use of the term “specialty”. The other is the unusual nature of s.994-996, which does not fit easily into the framework created by the Limitation Act.
The majority decision appears to have been motivated by policy considerations. At least it has the merit of confirming what everyone previously thought was the law, although the majority declined to decide whether a settled understanding of the law was a relevant factor in the interpretation of a statute. It is particularly unfortunate that the Supreme Court was unable to give clearer guidance in relation to other statutes which do not give rise to conventional monetary claims.
The Limitation Act 1980 continues to be a fertile source of litigation in the Supreme Court. The Act is notorious, not only for how many cases it has spawned in the House of Lords and the Supreme Courts, but also for the length of the judgments and the frequency of dissenting judgments. Last year, sitting as a deputy judge, I decided an issue under s.35(6) of the Act. My decision was reversed this month by the Court of Appeal (Adcamp LLP v Office Properties PL Ltd [2026] EWCA Civ 50), but the Court of Appeal itself has given permission to take the issue to the Supreme Court. So there is likely to be at least one more limitation case going to the Supreme Court in the near future.
©David Halpern KC of 4 New Square Chambers
This article is not intended as a substitute for legal advice. Advice about a given set of facts should always be taken.
