A company cannot sue on behalf of itself unless authorized by a Board resolution, but initial competence regarding representation can be a trial issue.

JUDGMENT :

SUNITA AGARWAL, CJ.

1. The above noted petition and connected Appeal from Order have been filed by the defendants against the orders passed by the trial court in rejecting the application under Order VII Rule 11 CPC and granting injunction under Order XXXIX Rule 1 CPC; respectively. They have been heard together and are being decided by this common order with the consent of the learned counsels for the parties.

2. By the order dated 19.04.2025, the Trial Court has rejected the application seeking rejection of plaint under Order VII Rule 11 in Commercial Trademark Civil Suit No.03 of 2025. The order dated 31.05.2025 is for grant of injunction against the defendants / petitioners herein allowing the application Exhibits ‘8’ and ‘9’. In trademark suit where infringement and passing off has been pleaded.

3. As per the plaint averments, the defendant No.1 is a partnership firm comprising of two partners namely the defendant Nos. 2 and 3. Defendant No.3 was an ex-employee of the plaintiff company namely AVRIVA SkinTech Pvt. Ltd. Defendant No.4 is the Director of the plaintiff company namely Avriva SkinTech. Defendant No.2, one of the partners of the defendant No.1 partnership firm, is husband of the defendant No.4, the Director of plaintiff company.

4. The allegations against the defendants are that defendant No.1 is infringing the registered trademark “AVRIVA” of the plaintiff company and is passing off its illegal and counterfeit goods in the market as that of the plaintiff by using the trademark “AVRIVA” and other trademarks, which is an infringement and violation of the commercial rights of the plaintiff company. The allegations against the defendant No.4, a Director of the plaintiff company, is that being Director of the plaintiff company, she has facilitated the defendant No.1 company and has been an accomplice in the illegal activities of the defendants and in connivance with other defendants has been an integral part in utilizing plaintiff Company’s funds in creating defendant No.1 firm and has equally liable for committing infringement of the trademark of the plaintiff company with the aid of defendant Nos.2 and 3. Defendant No.1 having misused her position as a Director of the plaintiff company committed fraud with the plaintiff company and through her spouse namely defendant No.2, created defendant No.1 firm and is dumped goods with identical trademarks / trade name “AVRIVA” in the market and hence, is a necessary party in the suit.

5. The defendant No.5 is a manufacturing company through whom, the plaintiff was getting the products manufactured under its trade name and trademark “AVRIVA”. It is stated in the plaint that it has came to the knowledge of the plaintiff that the defendant No.5 is also manufacturing duplicate goods / products for the defendant No.1 with identical trademark and infringing trademark “AVRIVA” and, thus, defendant No.5 has been impleaded as necessary party in the suit being part of the chain of infringement and passing off committed by the other defendants.

6. Taking note of the allegations made against the defendants and the description of the array of parties in the plaint, it may be noted that all the defendants have been impleaded in the suit for permanent injunction restraining th