United Company Rusal plc (a company incorporated in Jersey) v Crispian Investments Ltd (a company incorporated in Cyprus) and another company

Contract – Shareholders' agreement. The first defendant shareholder's notice to two other shareholders of a company (the claimant and the second defendant), offering to sell a percentage of the company's share capital, and purporting to commence a 'right of first refusal' procedure pursuant to a shareholders' agreement, was invalid and ineffective. Accordingly, the Commercial Court, having interpreted the shareholders' agreement according to usual principles applicable to commercial contracts, ruled that the first defendant was preluded under the terms of that agreement from disposing of shares in the way it had sought to.

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