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CMYK Printech Ltd. Vs. United India Periodicals Pvt. Ltd. - (High Court of Delhi) (16 Mar 2018)

A juristic entity can ratify the acts done on its behalf expressly or impliedly



Instant appeal is the outcome of the order passed by the learned Single Judge dismissing the applications filed by the Appellant-the Defendant in the original case seeking setting aside of the order disposing of the suit on the compromise/settlement arrived at during mediation and the consequential reliefs. In the subject application, the Appellant sought to feign ignorance of the suit proceedings itself while taking the plea of the revocation of the authority of Sh. O.P. Gupta to represent it and act on its behalf in view of the Board Resolution dated 2nd September, 2008. Ld. Single Judge has elaborately dealt with this plea as well to reach the conclusion that, the Appellant was not only aware of the institution of the suit proceedings but even its C.O.O. Mr. Abhishek Saxena was throughout kept informed of the talks of settlement taking place through the chambers of the Advocates of the parties via diverse e-mails.

There is no specific denial of the fact by the Appellant that, a settlement was arrived at amongst the parties. The issuance of the e-mails as referred to in para 'X' of the application filed by the Respondent under Section 340 of Code of Criminal Procedure, 1973 (CrPC) necessarily leads to the conclusion that, e-mails exchanged amongst the parties were equally in relation to the settlement dated 11th November, 2016 only and it was to the very knowledge of Sh. Chandan Mitra, Chairman and Managing Director of the appellant, as well. The subject application and now the appeal primarily and predominantly proceed on the premise that, Sh. O.P. Gupta was not authorized to either contest the suit or arrive at the settlement. The memorandum and the grounds of appeal are equally silent and do not even impliedly dispute the correctness of the observations made by the ld. Single Judge that Sh. O.P. Gupta has been representing the Appellant in Arbitration Pet. No. 22/2013 and Ex. Pet. No. 154/2015 on the strength of the Board Resolution dated 29th September, 2001 only.

In the given factual conspectus, in the event the Board Resolution dated 29th September, 2001 stood revoked by the Resolution dated 2nd September, 2008, there is no explanation as to how said Sh. O.P. Gupta continued to represent and act on behalf of the Appellant in the said proceedings even after the revocation of his authority in September, 2008. It necessarily implies that, the purported Board Resolution dated 2nd September, 2008 even though passed by the Board of Directors, was never sought to be given effect to either by the Board or any of its Directors. More so, when Sh. O.P. Gupta, Manager(HR) has continued to represent and act on behalf of the appellant in all the proceedings including in the subject case to the knowledge of all concerned officers of the appellant even after the passing of the purported Resolution dated 2nd September, 2008, it shows thereby that the appellant had also ratified all the acts of Sh. O.P. Gupta by necessary implication. The principle that a juristic entity can ratify the acts done on its behalf expressly or impliedly, is well recognized through the decision of the Hon'ble Supreme Court in United Bank of India v. Naresh Kumar & Ors.

The submission that, the subject application came to be disposed of without affording an opportunity to the applicant to file document(s) and lead evidence to prove its case, is wholly meritless in the present case. The subject application has come to be disposed of on the facts which are not disputed or did not require any formal proof thereof. There is no merit in the appeal and the same is dismissed.

Relevant : United Bank of India v. Naresh Kumar & Ors., MANU/SC/0002/1997: (1996) 6 SCC 660


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