Tyrone Brick (Holdings) Limited was a company with an authorised share capital of £1,000 comprising 1,000 shares each with a face value of £1.1 The company allotted a total of 200 shares, of which the Northern Bank Development Corporation held 120 shares and four directors of the company, Samuel Russell, Edward Winston, John Andrew Topping and Kenneth Calderwood Gore McIlgorme, owned 20 shares each. The company as well as its shareholders entered into an agreement that stated, among other points, the authorised share capital of the company could not be increased without the written consent of the contracting parties. The company law gave the power to a company to increase its authorised share capital and the articles of association stated that the company could increase this only by passing an ordinary resolution. Thus, the company convened a general body meeting to pass a resolution to increase its authorised share capital. This was done without seeking a written consent from Russell. Russell was aggrieved by this decision and had to find ways to prevent this from taking place.