Article / 1 Apr 2026
The Court of Appeal has stepped in to resolve a long-running dispute between Zaha Hadid Limited, the architecture practice founded by the late Dame Zaha Hadid, and The Zaha Hadid Foundation, the charity that now owns her intellectual property. The Court found that a trade mark licence agreement could be terminated on reasonable notice despite stating that it was to “continue indefinitely”.
The dispute in Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192 concerned a 2013 trade mark licence agreement signed during Dame Zaha Hadid’s lifetime, allowing Zaha Hadid Limited (the Company) to use the “Zaha Hadid” name in return for a royalty of 6% of the Company’s global net income. Following Dame Zaha’s death in 2016, the registered trademarks passed to The Zaha Hadid Foundation (the Foundation), which became the licensor under the agreement.
Crucially, the “Licensed Services” on which royalties were due were defined so broadly that they covered all services provided by the Company, regardless of whether the trade marks were actually used. Therefore, the Company sought to renegotiate the 6% royalty, arguing it was too high.
The Company claimed it had the right to terminate the contract on reasonable notice. But the Foundation disagreed, pointing to a clause which stated that the agreement would “continue indefinitely”. In addition, the agreement included express termination rights only for the Foundation, with no mention of termination rights for the Company.
The High Court initially ruled in favour of the Foundation, holding that the Company was “locked into the contract forever”. The Company appealed.
The Court of Appeal reversed the initial decision, holding that the Company did indeed have a right to terminate on reasonable notice.
In particular, the Court said that “indefinitely” does not mean “in perpetuity”. Whilst a perpetual contract is intended to last forever, an “indefinite” contract is one of unspecified duration that contemplates being brought to an end at some future point.
In a commercial context, parties do not typically intend to form permanent, irrevocable relationships. There were provisions in the agreement that required the Company to promote the use of the trade marks. But the Court said it would not make business sense for a professional practice to be bound to a brand in perpetuity, especially if, say, the brand were to become detrimental to the business in the future (for example, due to structural failures in a namesake building or shifts in architectural taste).
The Court concluded that the parties did not intend to lock themselves together forever. Accordingly, it implied into the agreement a right for either party to terminate on reasonable notice.
The case confirms that contracts which are apparently “indefinite” may be more easily terminable by the “locked-in” party than previously thought. But although a “reasonable notice” provision may be implied into an agreement, what this means in practice will be fact-specific and determined at the time the notice is given. In this case, the parties eventually agreed that 12 months was reasonable, but this may vary significantly depending on the nature of the business and the length of the relationship.
The case also leaves open the possibility of a permanent, perpetual contract but only where express wording makes that intention absolutely clear.
The Supreme Court’s decision in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 restores the long-standing position that unfair prejudice petitions under sections 994-996 of the Companies Act 2006 (CA 2006) are not subject to statutory limitation periods under the Limitation Act 1980.
The Supreme Court’s majority ruling overturns the decision of the Court of Appeal that a limitation period of either six or 12 years applies to an unfair prejudice petition, depending on the remedy being sought.
Zedra Trust Company (Jersey) Ltd (Zedra) was a minority shareholder in THG Plc (the Company). In 2019, Zedra presented an unfair prejudice petition under section 994 CA 2006, claiming that the Company’s affairs had been conducted in a manner that was unfairly prejudicial to its interests. Following various amendments and strike-out applications, Zedra sought to amend its petition in 2022 to include a claim that it had been wrongly excluded from a 2016 bonus allotment, and that by unfairly discriminating between Zedra and the shareholders who had received bonus shares, the Company’s directors had breached their directors’ duties.
Zedra sought an order requiring the Company’s directors to pay equitable compensation for its loss (approximately £1.9m). This was estimated to be the amount that Zedra would have received from selling its bonus shares on the Company’s subsequent IPO.
The Company argued that the bonus allotment amendment was time-barred under the Limitation Act as it was brought more than six years after the event.
At first instance, the Judge allowed Zedra’s amendment, holding that no statutory limitation period applied to unfair prejudice petitions. However, the Court of Appeal reversed this decision, concluding that because Zedra was seeking monetary compensation, the claim was an “action to recover any sum recoverable by virtue of any enactment”. This meant that the claim was subject to a six-year limitation period under section 9(1) of the Limitation Act.
Zedra appealed to the Supreme Court. The principal issues to be decided on appeal were:
The Supreme Court allowed the appeal, holding (by a majority) that no statutory limitation period applies to unfair prejudice petitions, regardless of the form of relief sought.
The majority held that an “action upon a specialty” (section 8(1) Limitation Act) is essentially a claim to enforce an obligation created by a deed or statute. Sections 994-996 CA 2006, however, do not create substantive obligations, but instead provide a mechanism for relief in relation to the way in which a company’s affairs have been conducted. This means that an unfair prejudice petition under these sections is not an “action upon a specialty” and, therefore, the 12-year limitation period for specialties does not apply.
A majority also rejected the Court of Appeal’s finding that section 9 of the Limitation Act applies to unfair prejudice petitions, even if the relief being claimed is of a monetary nature. The Supreme Court held that a sum awarded under section 996 CA 2006 is not “recoverable by virtue of” the statute itself, but rather by the court’s exercise of a “very wide discretion”. As a court can choose from a menu of remedies – some monetary and some not – a claim under section 994 CA 2006 cannot properly be characterised as an action to recover a statutory sum. Although a petitioner is able to request a particular form of relief, they have no entitlement to receive that (or any other) type of relief.
The Supreme Court’s decision restores the previously understood position that unfair prejudice petitions are not subject to statutory time limits. This will provide some comfort to shareholders who might otherwise have been barred from bringing claims for historic unfair conduct. Conversely, companies can no longer rely on a strict six-year limitation period to strike out unfair conduct claims for monetary compensation.
Shareholders should not, however, interpret this decision as a licence to wait. Whilst the Supreme Court confirmed that no statutory bar exists, it emphasised that any delay in bringing a claim may still have a bearing on that claim’s outcome. Shareholders should be aware that a court may use its discretion to refuse equitable relief if a claimant’s unjustified delay has prejudiced the respondent or any other parties.
In Guy Carpenter & Company Ltd v Willis Ltd [2026] EWHC 361 (KB), the High Court considered the boundaries between lawful competitive recruitment and unlawful team poaching. Although breaches of duty were found, and in some cases admitted by the executives involved, the Court rejected the central allegation that the 22 departures amounted to a coordinated, unlawful team move.
An insurance broker set up a new joint venture (JV) through which it planned to enter the treaty reinsurance market. One of the broker’s Presidents led a recruitment drive which targeted senior personnel from Guy Carpenter, a dominant player in the relevant market.
Over the course of two months, 22 of Guy Carpenter’s employees resigned to join the new JV, including two senior executives. Guy Carpenter alleged that the resignations were the result of what it described as an “unlawful team poaching operation” with the two executives acting as the “recruiting sergeants”.
The executives admitted to certain “short-cuts”, such as providing contact details and remuneration levels for some staff. But they maintained that the resignations were driven by pre-existing dissatisfaction at Guy Carpenter, the high-quality financial packages offered by the JV and, in some cases, a desire to continue working for the executives. As a result, the executives said, their breaches had not made any material difference to the overall outcome, as the resignations would still have occurred in the same period without their actions.
The Judge found that the executives had breached the fiduciary and contractual duties which they owed to Guy Carpenter and that, in some cases, these breaches had been induced by the broker’s President. This included providing names, contact details and remuneration information which were then used by the President.
However, the Judge found that the executives had not co-ordinated the mass resignation or actively recruited their teams. Although a large number of resignations took place on one particular day, this reflected the speed of the broker’s recruitment effort and the fact that a team meeting had been held on that day to inform the employees of the executives’ resignations. That team meeting was the trigger for the resignations, rather than the efforts of the executives.
The Judge also found extensive evidence of under-payment relative to market, long-standing complaints about pay and bonuses, and poor morale at Guy Carpenter. In contrast, the JV’s employment offers were attractive, offering a 20% salary uplift and five-year guaranteed bonuses. It was these factors, rather than any unlawful co-ordination, that had led to so many employees resigning in a short space of time.
This decision provides important practical guidance for firms managing senior departures and competitive recruitment risk. In particular, the Court was critical of Guy Carpenter’s reactive approach and its failure to intervene earlier in the process, before formal offers had been made. The message is that the best defence against mass departures is not litigation but proactive retention, competitive pay and employee engagement.
The High Court has held that a claim by a company for unpaid subscription monies on nil paid shares taken on incorporation was time-barred as more than six years had elapsed since the subscriber’s payment obligation arose.
Nil paid shares are shares that have been issued by a company but have not yet been paid for.
When someone agrees to buy new shares from a company, they will agree a price per share – the subscription price. With nil paid shares, the subscriber becomes the legal owner of the shares immediately, even though they haven’t yet handed over the subscription price.
The unpaid amount is still owed to the company and the company’s articles of association will set out when and how the subscriber can be required to pay that amount to the company. Typically, this is done via the company “calling” for the subscription price to be paid up. If the subscriber then fails to make payment within the required period, their shares can be taken from them or “forfeited”.
The timeline in Zavarco Plc v Nasir [2026] EWHC 338 (Ch) was as follows:
The Court found that the subscriber’s contractual obligation to pay for the shares arose when the company was incorporated in June 2011 (i.e. when the shares were subscribed for on the company’s incorporation), not when a call notice was later issued or when the shares were later forfeited.
The company’s articles only permitted a call notice in respect of sums that were already payable. The call notice was simply a procedural step to facilitate forfeiture of the unpaid shares and did not itself trigger a payment obligation. That meant that the payment obligation must have arisen before any call notice could be issued.
Similarly, the clause in the company’s articles providing that a person continued to be liable for sums due after forfeiture simply preserved liabilities which the company might have enforced had the shares not been forfeited. It did not resurrect a time-barred liability or create a new one.
As more than six years (the applicable limitation period) had passed since the obligation to pay arose and the company’s cause of action accrued, the claim was time-barred.
The perceived wisdom before this case was that the limitation period for a claim relating to unpaid subscription monies only began when a call notice (effectively a demand for payment) was issued. It is possible that this decision is limited to cases involving subscriber shares in public companies where section 584 is in play. However, until there is further judicial clarification on this point, a cautious approach may be necessary for companies seeking to recover unpaid subscription monies.
First published on Accountancy Daily.
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