A shareholder in a company sought to sell his shares and therefor sent the other shareholder a notice of right of first refusal. Later he sold not only the shares but also all right to repayment of loans from the company. The articles of association demanded grant of right of first refusal notice to include the price.
The Court held that once not only shares but also rights were sold, it is a different transaction price than what was notified and thus the exercise of the right of first refusal procedure was faulty. Nevertheless, because the other shareholder did not demand to exercise his right to purchase the shares and rights at the same price once he learnt of the true nature of the transaction, he in fact waived his right of first refusal right.