Import Of Board Resolutions In Corporate Dispute Resolution

Introduction

A company is distinguishable from other business models and a preferred mode of transacting business for its few unique features - separate legal entity, perpetual succession, ability to sue and be sued in its own name.¹ Suits by and against corporations are governed under Order XXIX of the Civil Procedure Code, 1908 ("CPC")². In this article, we examine an aspect which is seemingly a simple matter of process but can, in fact, be treacherous if not treated appropriately at the point of initiation of legal proceeding - the legal requirement of "authorization" of a person by a corporation to represent itself in dispute resolution. We also analyze the effect of defective authorization and possible cure of it during the pendency of the litigation. Further, we examine the effect of intra-board disputes on the company's ability to pass board resolutions, and thereby initiate or ratify the initiation of disputes on behalf of the company. Finally, since