It takes two to fight. WWF bouts add a few more, going by the saying, ‘the more, the merrier’. Besides, it is obvious that no one will come to see a match where only one guy shows up. Walkovers are a damp squib. If, now, we were to extend that scenario to a court of law, what would be the outcome? Many possibilities, as various permutations and combinations are possible. We list two here.
Imagine a firm, Bapoo Malcolm & Associates; or a company, Bapoo Malcolm Ltd. One Mr X finds fault with the Malcolm entity. He files a suit, Mr X vs Bapoo Malcolm & Associates (or Ltd). He has a legitimate grievance, one that the court could uphold. Yet, he gets nothing. What happened?
In another case, three pension funds sued a company for certain amounts. The defendants were named ‘L & R Group of Companies’. However, no such company existed. It had so happened that a firm, System Parking, Inc, had changed its name to LR Sys Inc. The next month all its assets and liabilities were acquired by LR System Parking. On whom does one serve the papers? On ‘Group of Companies’?
One of the abiding virtues of our legal system, without which we could never be called civilised, is ‘audi alteram partem’. It means ‘Hear the other side’. No decision can be given against someone without hearing him. This is a commandment that is more important than all the other 10 put together. Surprisingly, Moses missed out on it!
The process for determining legal matters is fairly straightforward, legal jargon notwithstanding. Mr X files a case. He is the plaintiff, the one who is plaintively complaining. He is asking the court for some relief. He feels he has got the short end of the stick; and someone else is to blame for that. That someone else must be made to pay.
If the other party is an individual, or individuals, they can be named. If found to be at fault, they would have to pay, make good. An individual can be identified, nabbed, put away. If, however, the other side is a company, can it be nabbed, made to pay, put away? It is a legal entity but without a soul of its own. It is a puppet; the strings are in the hands of the managers. It is, then, the puppeteers who must be brought to book. Herein lies the rub. Along with the company named, one must list, as the defendants, the men behind it; those who run it. It is they who will pay, even as they sign the company’s cheques; the ones in the other corner.
This lacuna often occurs when people conduct their own cases. They forget to name the office-bearers. Revision is a waste of time and energy, litigants must remember. Having said that, we need to go back to the cases mentioned above.
You be the judge. How would you decide the L& R Group of Companies case?
The matter went to the appellate court which said: “The odd name ‘L&R Group of Companies’, which the opening brief on appeal described as ‘not a corporation’ with no further detail, led us to wonder whether it might be a partnership, a holding company organised as a trust, or perhaps a membership organisation…”
Quoting a case where Fortune magazine was made the defendant, the court declared that there must be ‘a party in interest’. In short, a person whom one can collar. It went on: “You can’t sue a ‘rubric’ any more than you could sue the Chicago River or the Magnificent Mile as a proxy for the City of Chicago… a rubric does not have a bank account.”
It then directed that the proper parties be named and the case retried. One must have an identifiable opponent who can be brought to court and stand trial.
So, if you want to sue Bapoo Malcolm Ltd, make sure that all the directors are properly named. Even if Bapoo is no longer one of them.