Case details

Burnden Holdings (UK) Limited (Respondent) v Fielding and another (Appellants)

Case ID: UKSC 2016/0150

Case summary

  1. What is the proper construction of s.21(1)(b) Limitation Act 1980? Is a wrongdoing trustee’s direct or indirect control of a company which receives trust property sufficient to engage that section, even though it requires the trust property or its proceeds to be in the possession of the trustee, or previously received by the trustee and converted to the trustee’s use?
  2. What is the meaning of "unlikely to be discovered for some time" in S.32(2) Limitation Act 1980?

Mr and Mrs Fielding were the directors of Burnden Holdings Ltd ("Burdnen") and the controlling shareholders of its parent company, BHU Holdings Ltd ("BHUH"). The appeal arises out of an application for summary judgment made by Mr and Mrs Fielding in proceedings brought against them by Burnden for breach of their duty as its directors, including by causing Burnden to make a distribution in specie of Burnden’s shareholding in its wholly owned subsidiary Vital Energi Utilities Ltd to BHUH, a distribution which Burnden claimed was unlawful under s.263 Companies Act 2006. The distribution was approved and effected on 12 October 2007. Proceedings were issued on 15 October 2013, more than six years later, which was outside the primary limitation period. The Appellants applied for and obtained summary judgment against the Respondent on the basis that the claim was time-barred. The Judge found that the cause of action accrued on the date of distribution to BHUH, and that there was no extension of the limitation period under s.32 Limitation Act 1980. that The Court of Appeal set aside the judge’s order for summary judgment on the basis that the limitation period did not apply pursuant to s.21(1)(b) Limitation Act 1980, and in any event there was a real prospect of proving that it should be extended under s.32.

Judgment appealed

[2016] EWCA Civ 557


  1. Gary John Fielding
  2. Sally Anne Fielding

Burnden Holdings (UK) Limited



Lord Kerr, Lord Sumption, Lord Carnwath, Lord Lloyd-Jones, Lord Briggs

Hearing start date

07 Dec 2017

Hearing finish date

07 Dec 2017

Watch hearing
07 Dec 2017 Morning session Afternoon session