Articles of association must be upheld even where its provisions were disregarded in the past

Shareholders of a company sought to sell their shares to a third party, but failed to first offer them to the other shareholders as per the right of first refusal set forth in the articles of association, contending that the majority shareholders disregard the provisions of the articles and refuse to involve the minority shareholders in managing the Company while depriving them of their rights.
The Court rejected the contentions of oppression of the minority and held that the shareholders may not sell their shares without first applying the right of first refusal. Even where certain provisions of the articles of association were disregarded in the past, it does not demonstrate that the parties have abandoned the articles of association and there is no need to act pursuant to such. Therefore, under to the provisions of the articles of association, the right of first refusal must be implemented prior to selling the shares.