Module 4 · Chapter 10

When the Documents Disagree

A company runs under two documents: its public articles and the owners' private agreement. This chapter shows which one wins when they disagree, how the agreement changes and ends, and where disputes go.

≈ 11 min read 8-question test

In this chapter

  • Which document wins when the agreement and the articles disagree
  • How to tell a consent, a waiver and a variation apart
  • When the agreement ends, and where a dispute must go

10.1Two rulebooks in one paragraph

Thornbury runs under two rulebooks. The articles are public, and they bind the company and every member, including anyone who buys shares later. The shareholders' agreement is private, and it binds only those who signed it or who later sign a Deed of Adherence. Most of the time the two say the same thing, and the question is what happens when they do not.

Key point

Between the shareholders, the agreement wins. For the company and everyone else, the articles still stand. So a vote against the agreement still counts in the company, but it breaks a promise that a court can enforce.

Also in this chapter

  1. Why the deal uses both documents
  2. Which document wins
  3. What the company itself cannot promise
  4. Consent, waiver or variation
  5. Four short clauses that still matter
  6. When the agreement ends
  7. Why disputes go to court, not arbitration
  8. Your job

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