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2014 (9) TMI 1202 - HC - Indian LawsDismissal of the suit for want of jurisdiction - whether suit could be filed by the plaintiff company against the defendant through one of the director without passing a specific resolution empowering a director to file a suit against a particular party and if no such resolution is passed, what is the consequence thereof? - Whether application under order 7 rule 11(d) was at all maintainable on the ground that suit was bad for want of specific resolution in favour of a director to file a such suit against the defendant company? - Whether defect if any was curable and plaint could not be rejected on that ground? HELD THAT:- It is not in dispute that the defendant had already filed an application in the same suit in the year 2006 under order 7 rule 11(a) of the Code of Civil Procedure, 1908 relying upon the averments made in the plaint and inter alia praying that the plaint did not disclose any cause of action and was thus liable to be rejected. The defendant never raised any issue at that stage that the plaint itself was liable to be rejected on the ground that no specific resolution was passed by the company authorising the director to file specific suit against the defendant. The learned District Judge after considering the submission of both parties rejected application under order 7 rule 11(a) of the Code of Civil Procedure, 1908. It is not in dispute that the respondent did not challenge the said order passed by the District Court as far back as on 25th September 2006. It is thus clear that the defendant had accepted the fact that no such specific resolution was required to be passed authorising a director to file specific suit against the defendant. The respondent not having raised such issue in the earlier application filed under order 7 rule 11(a) of Code of Civil Procedure, 1908 and having relied upon the plaint could not have file another application under order 7 rule 11(d) though earlier application having been rejected holding that the plaint disclosed cause of action. Once the company had accepted and confirmed the authority granted to one of his Director to file such suit, the objection raised by the respondent was taken care of. The learned trial Judge therefore could not ignore such confirmation on the authority of the director or in the alternative ought to have render a finding about ratification by the board of the acts of its Director for filing such suit on behalf of the company. Be that as it may, the said affidavit itself was in the nature of a ratification by the board of the acts of the director who had filed and signed the plaint on behalf of the company. Application allowed.
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