Disputed will and deadlocked company management justify probate-based representation limits and interim neutral administration

A disputed will does not confer representational capacity on a claimant until probate is obtained, so the deceased respondent could not be represented as legal representative on that basis. A corporate office cannot pass by succession: the sole surviving director could not, without a valid board resolution or reconstituted board, represent the company or control its affairs. Where a closely held company is deadlocked and allegations of diversion of funds and breach of fiduciary duty are raised, interim neutral management may be ordered to protect the company pending disposal of the main petition, and a special officer may be appointed for that purpose.

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Issues: (i) Whether the third respondent could represent the deceased respondent as his legal representative on the basis of an unproved will; (ii) whether the third respondent, as the sole surviving director, could represent the company in the proceedings and manage its affairs pending disposal of the petition; (iii) whether a special officer could be appointed to manage the company's affairs in the interim.

Issue (i): Whether the third respondent could represent the deceased respondent as his legal representative on the basis of an unproved will.

Analysis: Where testamentary succession is set up against normal devolution and the will is disputed, the person asserting title under the will must establish it before any presumption can be drawn in his favour. The mere assertion of a will does not entitle the legatee to step into the shoes of the deceased until probate is obtained from the competent court. The rule that title may vest on death does not assist where the testamentary document itself is in dispute.

Conclusion: The third respondent could not represent the deceased respondent as legal representative without probate.

Issue (ii): Whether the third respondent, as the sole surviving director, could represent the company in the proceedings and manage its affairs pending disposal of the petition.

Analysis: A director or chairman holds office by election and not by succession. The company remained a separate juristic entity with perpetual succession, and the death of one director did not permit the remaining respondent to act as the company's authorised representative merely because he was the only surviving director. In the absence of a valid board resolution or reconstitution of the board, he could not represent the company or control its affairs.

Conclusion: The third respondent was not authorised to represent the company or manage its affairs as sole surviving director.

Issue (iii): Whether a special officer could be appointed to manage the company's affairs in the interim.

Analysis: The petition disclosed a deadlock in a closely held family company and serious allegations concerning diversion of funds and breach of fiduciary duties. In those circumstances, and in exercise of the power to pass interim orders regulating the conduct of the company's affairs, it was appropriate to place the company under neutral management pending disposal of the main petition.

Conclusion: A special officer was validly appointed to manage the company's affairs until further orders.

Final Conclusion: The third respondent's request to be recognised as representative of the deceased shareholder-director and as the company's authorised representative was rejected, and interim neutral administration of the company was ordered to protect the interests involved.

Ratio Decidendi: A disputed will does not confer representational capacity until probate is obtained, and a corporate office cannot be claimed by succession; where a closely held company is deadlocked and its management is in dispute, the tribunal may appoint a neutral interim officer to regulate its affairs.

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