Delhi District Court
M/S Sentinels Securities Pvt. Ltd vs M/S Superior Technologies Pvt. Ltd on 17 March, 2016
IN THE COURT OF SH BALWANT RAI BANSAL,
ADDITIONAL DISTRICT JUDGE02, SOUTH EAST,
SAKET COURTS, NEW DELHI
Civil Suit No. 189/14
M/s Sentinels Securities Pvt. Ltd.
.......... Plaintiff
Versus
M/s Superior Technologies Pvt. Ltd.
.......... Defendant
ORDER
1. Vide this order, I shall dispose of an application u/o 1 rule 10 CPC moved by the defendant no. 2.
2. It is stated that impleadement of defendant no. 2 is legally flawed as suit has been filed against a private limited company. Moreover, the defendant no. 2 became a director in defendant no. 1 only on 12.06.2015 when the Class I legal heir late Sh. S.K. Behl entered into a Memorandum of family settlement. After the execution of said memorandum, Mrs. Sharda Behl, Mr. Amul Behl, Mr. Anuj Behl and Ms. Aashtha Behl are the directors in the defendant no. 1 company. It is stated that the director of a company cannot be made CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd. Page 1 of 4 personally liable for the alleged dues of the company and therefore it is prayed that name of defendant no. 2 may be deleted from the array of the parties.
3. Plaintiff has filed reply to the application contending that application has been moved just to delay the proceedings. The defendant no. 2 is throughout representing himself to be the owner/director and principal officer of the company and as such defendant no. 1 is liable for all the acts of the company and cannot be absolved from his responsibility specially when defendant no. 1 is lying closed and defunct. The plaintiff has prayed for dismissal of the application.
4. I have heard the Ld. Counsel for the parties and perused the record carefully.
5. Perusal of the record shows that present suit has been filed for recovery of Rs. 9,38,547/ against the defendant no. 1 which is a private limited company and defendant no. 2 has been impleaded being the director of defendant no. 1 company. In the plaint, the plaintiff has not specified the status of defendant no. 2 and it is stated that defendant no. 2 is director/authorized signatory/ principal officer responsible for day to day affairs of the company. From the entire plaint, it is not made out that there is any privity of contract between the plaintiff and defendant no. 2. The plaintiff has placed on record the CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd. Page 2 of 4 invoices which shows that security services has been provided to the defendant no. 1 company and the invoices have been raised in the name of defendant no. 1 company. The ledger account placed on record by the plaintiff is again of the defendant no. 1 company. There is nothing on record to show that defendant no. 2 stood guarantor of the liability of defendant no. 1 company.
6. It has been held in TRI Star Consultant Vs. Vcustomer Services Pvt. Ltd. AIR 2007 Delhi 157 that, "Directors owe no fiduciary or contractual duty or any duty of care to third parties who deal with the company. Liability would arise only if they derive any personal benefit while purporting to the act on behalf of the company".
7. Since a company is a juristic person and separate entity in the eyes of law, it can sue and be sued in its own name, the company has to act through a living human being, therefore the director cannot be fastened with the liability of a company which is a separate legal entity unless there is allegation of malfeasance and misfeasance.
8. In view of aforesaid discussions, as the defendant no. 2 has been impleaded only because he happens to be director and in the absence of any privity of contract between the plaintiff and defendant no. 2 or his having stood guarantor for any outstanding liability of defendant no. 1 company, the defendant no. 2 is not a necessary party CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd. Page 3 of 4 in the present suit. Hence, application moved by defendant no. 2 is allowed and the name of defendant no. 2 is deleted from the array of the parties.
Announced in the open Court (Balwant Rai Bansal) on 17th March, 2016 Addl. District Judge 02 (SouthEast), Saket Courts, New Delhi CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd. Page 4 of 4 CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd.
17.03.2016 Present: None.
Vide my separate order of even date, the application moved by the defendant no. 2 u/o 1 rule 10 is allowed and his name is deleted from the array of the parties. Amended memo of parties be filed.
Case is now fixed for admission/denial of documents and framing of issues for 09.05.2016.
(Balwant Rai Bansal) ADJ02/SE/Saket/New Delhi 17.03.2016 CS No. 189/14 M/s Sentinels Security Pvt. Ltd. Vs. M/s Superior Technologies Pvt. Ltd. Page 5 of 4