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United Kingdom
companyshareholder rightsreflective loss
Nectrus Ltd v UCP Plc
[2021] EWCA Civ 57
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
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