Declaratory relief over directors' office fails where no legal character or property right is asserted and incumbents continue until successors are elected.

A suit for a declaration that existing directors had ceased to hold office was not maintainable under Section 42 of the Specific Relief Act because that provision applies only where the plaintiff seeks a declaration of a legal character or a right to property denied by the defendant. Even apart from maintainability, the court held that granting such relief was inappropriate where it would leave the company without a managing agency. On the merits, the articles requiring annual election of directors did not cause an automatic vacancy merely because a fresh election had not been completed; the previous directors continued until successors were validly elected in general meeting.

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Issues: Whether a suit seeking a declaration that the existing directors had ceased to hold office was maintainable under Section 42 of the Specific Relief Act and, if maintainable, whether such declaration should be granted.

Analysis: Relief under Section 42 is confined to a declaration that the plaintiff is entitled to a legal character or to a right as to property. The plaintiff here did not assert any such right denied by the defendants, so the suit did not fall within the section. Even apart from maintainability, a declaration that the acting directors were no longer directors would leave the company without a managing agency, which made the grant of relief inappropriate in the exercise of discretion. On the merits, the articles requiring annual election of directors did not mean that the office automatically fell vacant merely because a fresh election had not been completed; the previous directors continued until a valid general meeting elected successors.

Conclusion: The declaratory suit was not maintainable and, in any event, the declaration should not have been granted.

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