Limitation of Actions Consultation - Law Commission

(1) Whether the core regime should apply to proceedings under s 459 of the
Companies Act 1985;
(2) Whether the core regime should apply to equitable, as well as common law,
remedies;
(3) The interrelationship between the core regime and the numerous specific
limitation periods laid down in various statutes outside the Limitation Act
1980; 2
(4) Whether there should be a “sweeping-up” or “default” provision.
1 ACTIONS ON A SPECIALTY
13.4 Under section 8 of the 1980 Act, actions on a specialty have a limitation period of
12 years. 3
This applies to a contract executed as a deed. It also applies to actions
on a statute, but its importance here has been considerably diminished by section
9 of the 1980 Act, which provides that the limitation period applicable to any
action for a sum recoverable by statute is six years. 4
We discuss actions on a
statute below. 5
13.5 There seems to be no good reason for maintaining the different limitation period
applicable to specialties. Moreover, the existence of a different period for
contracts executed as deeds, as opposed to simple contracts, can cause confusion.
For example, it is commonplace in construction works for some contracts to be
made by deed. Our discussions with representatives of the construction industry
indicate that they find it needlessly complex and puzzling to have a different
limitation period for contracts executed as deeds as opposed to simple contracts
(let alone further different limitation periods running in tort). An additional
advantage of assimilating specialties into the core regime would be in obviating the
present difficulties in interpreting the relationship between sections 8, 9 and 2 in
respect of actions for breach of statutory duty. 6
13.6 An argument in support of there being a longer limitation period for specialties is
that the parties should be free to contract for a longer limitation period by
embodying their agreement in a particular instrument if they wish. However, there
is under English law no restriction on the ability of the parties to contract for a
longer limitation period if they can agree to do so, regardless of the type of
2 See para 7.26 ff and Table 2 at pp 125 - 141.
3 See paras 3.1, 7.10. Specialties have been treated differently from other contracts for
historical reasons. A limitation period of 20 years was first applied to them by the Civil
Procedure Act 1833 (s 3). This was reduced following the recommendations of the Law
Revision Committee, Fifth Interim Report (Statutes of Limitation) (1936) Cmd 5334, p 9, to
12 years. When this was reviewed by the Law Reform Committee in 1977, it was thought
that it was convenient to maintain a separate period for specialties to give parties to a
contract a convenient way to increase the limitation period. See Twenty-First Report (Final
Report on Limitation of Actions) (1977) Cmnd 6923, para 2.59.
4 See paras 7.10 - 7.16 above.
5 See paras 13.140 - 13.141 below.
6 See paras 7.17 - 7.21 above.
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