Someone recently bought our

students are currently browsing our notes.


Russell v Northern Bank Development Corp Ltd

[1992] 1 WLR 588

Case summary last updated at 21/01/2020 16:22 by the Oxbridge Notes in-house law team.

Judgement for the case Russell v Northern Bank Development Corp Ltd

Agreement between all 5 shareholders and company that share structure of company should not be altered unless certain procedures in agreement were complied with.Resolution was proposed that was not compliant with agreement. C, a shareholder, sought declaration agreement was valid. Held:
Lord Jauncey
·        Is permissible for shareholders to agree amongst themselves to exercise voting rights in manner which would be unlawful if they were binding upon company.
·        However company cannot validly deprive itself of power to amend its articles.
·        Hence:
1)     Agreement as between members and company is unenforceable
-        However it is severable from agreement as between shareholders.
2)     Agreement still valid as between shareholders.

Have you seen Oxbridge Notes' best Company law study materials?

Our law notes have been a popular underground sensation for 10 years:

  • Written by Oxford & Cambridge prize-winning graduates
  • Includes copious academic commentary in summary form
  • Concise structure relating cases and statutes into an easy-to-remember whole
  • Covers all major cases for LLB exams
  • Satisfaction guaranteed refund policy
  • Recently updated
Company law Notes

Company law Notes >>