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United Kingdom companyshareholder rightsreflective loss

Nectrus Ltd v UCP Plc

[2021] EWCA Civ 57
JurisdictionUnited Kingdom
Year2021
StatusPersuasive authority

Key Principle

Post-Marex Court of Appeal (Flaux LJ, sitting as a single judge on a CPR r.52.30 / permission application). Held that the reflective-loss bar does not apply to a claimant who is no longer a shareholder when the claim is made, and that shareholder status is assessed at the time of the claim. That timing point is NOT current law: Primeo Fund v Bank of Bermuda (Cayman) Ltd [2021] UKPC 22 [61] held Nectrus wrongly decided — the bar is assessed at the time the loss is suffered, and a shareholder cannot escape it by later selling the shares. Subsequent English CA authority follows Primeo on timing (Burnford v Automobile Association Developments Ltd [2022] EWCA Civ 1943). Cite Nectrus as a post-Marex CA decision; never present its timing ratio as the last word.

Area of Law

company

Related Cases

Primeo Fund v Bank of Bermuda (Cayman) Ltd and another (Cayman Islands) [2021] UKPC 22
Broadcasting Investment Group Ltd v Smith [2021] EWCA Civ 912
Sevilleja v Marex Financial Ltd [2020] UKSC 31

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