Suit by Corporation

2018 MLD 878 KARACHI-HIGH-COURT-SINDH Judicial Precedent

O.III, R.2 & O. XXIX, R.2Suit by Corporation

Suit filed by plaintiff (corporation) was decreed in its favour but Lower Appellate Court reversed the findings of Trial Court and dismissed the suit

Validity

Corporation was a juristic entity, which could take decision or act only through its Board of Directors

Authority or authorization by or on behalf of a Corporation was deemed to be valid and legal only when it had sanction or approval by its Board of Directors

Person who signed pleadings was Manager and could be head of a department of plaintiff Corporation but nowhere it was mentioned that he was 'principal officer' of plaintiff corporation and he had signed and verified plaint in such capacity

Plaint could have been signed and verified under and authorization given to him by Board of Directors as provision of O. III, R. 2, C.P.C. was attracted

Pleadings by or on behalf of a Corporation/Company were not proper and competent if signatory of pleadings and verification was not so authorized by Board of Directors of that Corporation/Company

Person who signed was not competent to initiate suit on behalf of plaintiff and appeal was rightly dismissed by Lower Appellate Court

Second appeal was dismissed in circumstances.

2018 PLD 285 KARACHI-HIGH-COURT-SINDH Judicial Precedent

O. VI, Rr. 14, 15, O.XIV R.5 & O.XXIX, R.1Suit by CorporationSigning of pleadingsLegal issueSuit for recovery of money was filed by a Corporation

Defendant raised the plea that suit was filed without authorization of Board of Directors of the Corporation and was not maintainable

Validity

Objection of defendant regarding lack of authority of person who signed plaint was not only an afterthought, highly technical, remote but was irrelevant after merger of the plaintiff Corporation into another Corporation and filing of amended plaint duly signed, verified and filed by an official of the Corporation to which the plaintiff Corporation merged

Official of Corporation to which it was merged, under the resolution of its Board of Directors, was duly authorized to do the needful

High Court declined to dismiss the suit merely for want of said authorization and that too after filing of amended plaint

Suit was maintainable in circumstances.

2017 CLD 1761 KARACHI-HIGH-COURT-SINDH Judicial Precedent

O. VI, Rr. 14, 15, O. XIV, R. 5 & O. XXIX, R. 1Suit by CorporationSigning of pleadingsLegal issueSuit for recovery of money was filed by a Corporation

Defendant raised the plea that suit was filed without authorization of Board of Directors of the Corporation and was not maintainable

Validity

Objection of defendant regarding lack of authority of person who signed plaint was nor only an afterthought, highly technical, remote but was irrelevant after merger of the plaintiff Corporation into another Corporation and filing of amended plaint duly signed, verified and filed by an official of the Corporation to which the plaintiff Corporation merged

Official of Corporation to which it was merged, under the resolution of its Board of Directors was duly authorized to do the needful

High Court declined to dismiss suit merely for want of said authorization and that too after filing of amended plaint

Suit was maintainable in circumstances.

2017 CLC 1387 KARACHI-HIGH-COURT-SINDH Judicial Precedent

O. XXIX, R. 1Suit by corporationBoard resolution, absence ofEffectPlaintiff company filed suit for recovery of damages for failure to supply goods by defendantsValidity

No Board resolution was passed nor the same was filed which could confirm that all such suits were instituted on behalf of plaintiff

Plaintiff attempted to fill up such lacuna by placing on record a resolution of Board of Directors, which resolution was in favour of officers of plaintiff authorizing them for initiating legal proceedings and to adduce evidence

No Board Resolution was filed or produced by plaintiff's side at the time of filing of all consolidated suits or in the evidence to show and prove that persons/officers who had instituted / filed consolidated suits were duly authorized and competent for initiating the proceedings

As an alternative, the Articles of Association were also not produced in order to refute plea of defendant and to demonstrate that all suits on behalf of plaintiff were duly filed by an authorized and competent person

Suit was dismissed in circumstances.

2014 CLC 1151 LAHORE-HIGH-COURT-LAHORE Judicial Precedent

O. XXIX, R. 1Suit by corporationRequirements

Person instituting legal proceedings on behalf of company should be authorized through a resolution passed by the Board of Directors in a meeting convened for such purpose

Order XXIX, R.1, C.P.C. allowed a person to sign or verify on behalf of corporation a suit validly instituted but did not authorize the institution of the same

Plaintiff was a private limited company and its Chief Executive should be empowered/authorized through a resolution by Board of Directors to exercise and perform powers to institute a suit

Chief Executive who was not authorized by the Board of Directors had filed present suit but no resolution passed by the company was filed with the same

Examination-in-chief of defendant remained unrebutted and plaintiff had failed to prove that notice was served on the defendant

No written order with regard to preparing and supply of goods was produced in the court nor same was mentioned in the plaint

Claim made by a party would fail if evidence was not produced to support such claim

Plaintiff-company had failed to prove its claim by leading cogent and reliable evidence

Both suit and appeal were filed by a person who was not authorized to file the same on behalf of company

Appeal was dismissed in circumstances.

2013 PLC 118 KARACHI-HIGH-COURT-SINDH Judicial Precedent

O. XXIX, R. 1Constitution of Pakistan, Art.199Suit by CorporationConstitutional petition filed by company through its attorney filing of

Resolution of Board of Directors of company authorizing its officer concerned to "sign, verify, institute and file a writ petition or other appropriate legal proceedings on behalf of company "

Respondent's plea that said resolution conferred general power and not specific power on its attorney

Validity

Said resolution had authorized attorney to file writ petition or other appropriate proceedings on behalf of company before High Court or any appropriate forum

Constitutional petition in question could hot be said to have been filed without authority

High Court repelled plea of respondent in circumstances.