A.L. Shiran Gooneratne J.

1. Factual Background

The Plaintiff-Appellant-Appellant (hereinafter referred to as the "Plaintiff"), Central Finance Company PLC, instituted action against the Defendants-Respondents- Respondents (hereinafter referred to as the "Defendants") in the District Court of Matale by plaint dated 02/08/2011, seeking recovery of a property provided under a lease agreement No. 04/1/3/674883 dated 15/11/2006 [hereinafter known as the ‘Lease Agreement’].

In their common answer dated 09/03/2012, the Defendants, comprising the Lessee and his Guarantors, denied any knowledge of a company named "Central Finance Company PLC," but admitted to having entered into the Lease Agreement, with "Central Finance Company Limited."

The Defendants further averred that a case relating to the vehicle in question had been instituted in the Magistrate’s Court. They have stated that due to the Plaintiff’s failure to take appropriate legal steps, the vehicle was confiscated by the State. As a result, it was argued that they should be released from any contractual obligations under the agreement with the Plaintiff and, therefore, prayed for the dismissal of the case.

1.1. Decision of the District Court.

By its judgment dated 29/03/2016, the District Court ruled in favor of the Defendants.

The decision was primarily based on the issue of the Plaintiff ’s legal personality.

The first two issues identified for determination on behalf of the Plaintiff were as follows:

1. Whether the Plaintiff is a legal person, as stated in the 1st and 2nd averments of the plaint?

2. Whether the Plaintiff was previously referred to as ‘Central Finance Private Limited’?

In its judgment, the District Court noted that, apart from contesting the validity of the lease agreement, the Defendants had challenged the legal personality of the Plaintiff, and that the Defendants’ position was that they had not entered into any agreement with the Plaintiff as named in the caption of the plaint.

The learned District Judge held that, before considering the substantive issues of the case, it was necessary to first determine whether the Plaintiff was a legal entity capable of instituting the action.

The Plaintiff’s witness marked two documents, identified as P1 and P2 which were photocopies of the certificates of incorporation. These documents were marked subject to proof. However, they were allowed on the condition that the original documents would subsequently be produced in court. However, the District Judge noted that the Plaintiff failed to produce either the original or certified copies of these documents.

In documents marked P1 and P2 a seal was affixed stating "Director, Corporate Services Private Limited" with the word "Secretaries" underneath. The District Judge found that there was no evidence to establish that this company acted as the secretary of the Plaintiff. Furthermore, the Plaintiff failed to produce any evidence proving that the company referred to in the seal was, in fact, belonged to its company secretary.

1.2. Appeal to the Civil Appeal High Court and its Decision.

The Civil Appellate High Court, by its judgment dated 03.09.2019 affirmed the District Court’s decision. It held that P1 and P2 were photocopies, bearing a seal from a private company described as the Plaintiff’s company secretary, and not certificates issued or authenticated by a public officer in accordance with Section 76 of the Evidence Ordinance.

The Court rejected the argument that the documents could be treated as certified public documents under Section 74 and upheld the dismissal of the action.

1.3. Appeal to the Supreme Court The Plaintiff thereafter preferred a Petition of Appeal dated 15/10/2019 to this court, against the judgment of the Civil Appellate High Court.

By the order dated 11/06/2020 this court granted leave on questions of law raised in sub paragraphs 1 and 2 of paragraph 21 of the above-mentioned petition. Accordingly, the questions of law to be addressed in this judgement are as foll