TMI Blog1964 (10) TMI 103X X X X Extracts X X X X X X X X Extracts X X X X ..... e Court of the 1st Additional District Judge. Jabalpur, alleging that it was dispossessed without its consent and otherwise than in due course of law. 2. During the pendency of the suit, the applicant got possession of the mine and, therefore, it confined its claim to the possession of the factory and refractory works, situate at Jabalpur. The affairs of the plaintiff-applicant, which is a public limited company, are managed by a Board of Directors. At the relevant time, the General Manager of the Company was Shri A. V. Pandit. The Company became indebted to the Government as also to some private individuals. The second defendant, Dr. T. B. Sarvate and the third defendant, R. G. Oka, were amongst its creditors. Dr. Sarvate was a Director of the applicant for several years. He tendered his resignation on 15-5-1962. To liquidate the debts of the applicant, the first and third non-applicants (defendants) proposed for a transfer of the factory and the refractory works at Jabalpur and for the transfer of the lease-hold rights in the mine. The matter was discussed in a meeting of the Board of Directors of the applicant on 7-10-1961, vide Resolution (Ex. P-2) and later on 3-12-1961., v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to him by the Board of Directors of the applicant and that the possession of the Jabalpur factory which was given to the defendants by Shri Pandit on 19-1-1962 could only be deemed in the circumstances of this case to have been with the consent of the plaintiff-applicant for the purposes of Section 9 of the Specific Relief Act. It also held that the mere fact that the whole transaction suffered from some illegality or the title of the defendants was defective would not entitle the plaintiff-applicant to any relief under Section 9 of the Specific Relief Act. In that view, the trial Court dismissed the plaintiff's suit. It is against this decision that the present revision petition is directed. 5. Shri Y.S. Dharmadhikari, learned counsel for the non-applicants, has raised a preliminary objection to the effect that this revision petition is not competent because the applicant has the alternative remedy of a suit. Interference in revision in cases under Section 9 of the Specific Relief Act can be justified only in exceptional circumstances, e.g., when the suit is dismissed without trial under misapprehension of scope of Section 9 of the Act aforesaid (see Ajodhiya Prasad v. Ghas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rectors of the Company and was taken under a transaction which is invalid for want of consent of the Company in its general meeting as required by Section 298 of the Companies Act. 8. In my opinion, on consideration of all the circumstances of this case, it must be held that the plaintiff is not entitled to succeed in his suit under Section 9 of the Specific Relief Act. Section 9 of the said Act is not directly concerned with the legality of the transaction under which possession is taken by the defendants. This section becomes applicable only when the plaintiff is dispossessed 'without his consent'. The matter in issue is not whether the transaction was valid but whether the plaintiff was dispossessed 'without his consent'. Under Section 291 of the Companies Act, subject to the provisions of the Act, the Board of Directors of a Company shall be entitled to exercise all such powers and to do all such acts and things, as the company is authorised to exercise and do: Provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by this or any other Act or by the memorandum or articles of the company or otherwise, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nised as that of the principal. In the case of Barwick v. English Joint Stock Bank, (1867) 2 Ex 259, it was held that the defendant-company was liable for fraudulent representation contained in a writing signed by its manager and it was further held that the requirement of Section 6 of Lord Tenterden's Act that no action shall be brought unless such representation be made 'in writing signed by the Party' was satisfied and that the fraud was properly charged in the declaration as the fraud of the defendants. There is abundant authority now for the proposition that corporation can be made liable in action for malicious prosecution, malicious libel and slander and malicious obstruction. (See Street on the Doctrine of Ultra Vires, 1930 Edn. pp. 266, 267). An instructive case on the point is a decision of the House of Lords in Lennard's Carrying Co. v. Asiatic Petrol Co, (1914-15) All ER 280. Under Section 502 of the Merchant Shipping Act, 1894, the owner of a British sea-going ship is not liable to make good to any extent whatever 'any loss or damage happening without his actual fault or privity' where any goods are lost or damaged by reason of fire on board the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dditional District Judge in the instant case has clearly found that Shri Pandit was so fully authorised by the Directors that he was able to transfer possession of the Jabalpur factory and the mine of the applicant to the defendants. 11. The consent in a general meeting as required by Section 293 of the Companies Act may be necessary for making the transaction valid but for purposes of Section 9 of the Specific Belief Act, where the legality of the transaction is not the deciding factor, the question of consent must be answered on the general principles, referred to above. If those principles were applied, it cannot be disputed that the Board of Directors and the General Manager of the plaintiff-applicant were such persons to whom the affairs of the company were entrusted. They or any one of them might have acted in the mistaken exercise of their powers but they must be held to have always represented the directing mind and will of the company. The possession which was taken with their consent, therefore, will be possession taken with the consent of the company for purposes of Section 9 of the Specific Relief Act though it was taken under an invalid transaction. 12. It was ur ..... X X X X Extracts X X X X X X X X Extracts X X X X
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