Fisher v Bell

LORD HODGE AND LORD RICHARDS (with whom Lord Lloyd-Jones and Lord Briggs agree):

The principal question on this appeal is whether there is a statutory limitation period which bars a member of a company from petitioning the court for a remedy under sections 994 and 996 of the Companies Act 2006 (“the CA 2006”). As discussed below, this question involves several issues, including whether either section 8 or section 9 of the Limitation Act 1980 (“the 1980 Act”) may apply to bar such a claim and whether section 36 of the 1980 Act disapplies those sections.

Zedra Trust Company (Jersey) Ltd (“Zedra”), which is the appellant, is a minority shareholder in THG plc (“the Company”). The respondents are the Company and nine of its current or former directors. Zedra acquired shares in the Company in 2011 when it was a private company under the registered name of The Hut Group Ltd, and at that time held 13.2% of its issued share capital and 13.37% of members’ voting rights. By early 2019 Zedra’s holding had reduced to 8.34% of the issued share capital and 9.63% of the voting rights.

The respondents appealed to the Court of Appeal which allowed their appeal. As explained in more detail below after we have set out the relevant statutory provisions, the Court of Appeal held that the July 2016 Complaint was time-barred because the limitation period of six years under section 9 of the 1980 Act applied and permission for the amendment had not been granted within that period.

A member of a company may apply to the court by petition for an order under this Part on the ground—