Misdescription in pleading: a company's change of name preserves corporate identity and permits amendment to correct the title.

Whether a plaint filed in a company's former name after a lawful change and issuance of a fresh incorporation certificate is a mere misdescription was examined by reference to statutory provisions preserving corporate continuity and precedents allowing correction of misdescriptions by amendment. The article explains that change of name does not alter corporate identity, that a company may be identified by characteristics beyond its name, and that where the entity remains identifiable the error is amendable without causing prejudice or substituting a different legal person; accordingly amendment substituting the new name was proper.

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Issues: Whether a plaint filed in the former name of a company after the company has lawfully changed its name and obtained a fresh certificate of incorporation can be treated as a mere misdescription and corrected by amendment of the cause title.

Analysis: The issue arises where a company changed its name and obtained a fresh certificate of incorporation before a later plaint was presented in the former name following return of the plaint under Order VII Rule 10 C.P.C. Section 23(1)-(3) of the Companies Act provide for entry of the new name on the register, issuance of a fresh certificate of incorporation and state that change of name shall not affect rights or obligations and proceedings may be continued by the company under its new name. Precedents recognising that a person or entity misdescribed in the cause title may be correctly described by amendment are applicable where the underlying legal identity remains the same. A change of name under the Companies Act does not alter the corporate entity; a company can be identified by characteristics beyond name alone. Where the company is identifiable despite use of its former name, the error is a misdescription amenable to correction by amendment, and no prejudice or limitation consequence arises from permitting such amendment. The fact that the plaint was presented anew in a different Court pursuant to Order VII Rule 10 does not convert the misdescription into substitution of a different legal person when the entity remains identical.

Conclusion: The amendment of the plaint to substitute the new corporate name was correctly allowed as it corrected a mere misdescription; the change of name did not affect the identity of the company and the revisional challenge to the amendment fails.

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