Family settlement and board resolution claims cannot found a civil suit where the dispute belongs to company law remedies.

A civil suit based on an asserted family settlement failed because the pleadings did not disclose a clearly pleaded, actionable settlement and evidence could not cure that defect. The claimed entitlement under a Board Resolution was treated as a dispute over internal company management and allotment of company property, which was not enforceable in civil court and had to be pursued before the company law forum. Reliance on earlier precedent, alleged admissions, and objections to judgment on admissions did not alter the maintainability analysis, and no separate civil right was shown to justify the relief sought.

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Issues: (i) Whether the suit was founded on a pleaded and actionable family settlement; (ii) whether the claimed right under the Board Resolution could be enforced in a civil suit or only before the company law forum; (iii) whether the other objections, including reliance on prior precedent, admissions, and the propriety of judgment on admissions, displaced the dismissal.

Issue (i): Whether the suit was founded on a pleaded and actionable family settlement.

Analysis: The pleadings and prayers showed that the suit was framed substantially as an attempt to enforce an asserted right under the alleged Board Resolution, not as an action for specific performance of a clearly pleaded family settlement. The alleged understanding was vague, unsupported by material particulars, and did not contain the necessary foundational facts. In the absence of proper pleadings, evidence could not be allowed to fill the gap, and the suit could not be expanded at the stage of argument or trial to rest on a different cause of action.

Conclusion: The suit was not maintainable on the basis of a pleaded family settlement, and the finding against the appellant on this aspect was upheld.

Issue (ii): Whether the claimed right under the Board Resolution could be enforced in a civil suit or only before the company law forum.

Analysis: The asserted right, even assuming the existence of the Board Resolution, related to the internal management of a company and the allotment of its property to a shareholder or family member. Such a dispute was not enforceable in a civil court. The proper forum for grievances concerning company management was the company law forum, and the civil court's jurisdiction stood excluded where the dispute fell within the domain of company law remedies. The absence of a properly pleaded basis for lifting the corporate veil, and the fact that the company was a separate legal entity, reinforced this conclusion. The court also noted that the relief of injunction was not available where another ordinary remedy existed, and that the suit did not disclose a basis for enforcing an internal company decision as a personal civil right.

Conclusion: The civil suit was barred in substance, and the appellant was required to pursue the appropriate company law remedy.

Issue (iii): Whether the other objections, including reliance on prior precedent, admissions, and the propriety of judgment on admissions, displaced the dismissal.

Analysis: The reliance on the earlier Bombay High Court decision did not assist the appellant because the proposition was not established on the pleadings and the earlier decision had later been set aside. No effective admission in the written statement altered the core maintainability analysis. The court could examine maintainability at the stage when it did, and the summary disposal was not shown to be erroneous. The additional challenge concerning the appellant's shareholding did not affect the outcome, as the judgment proceeded on the assumption that shareholding existed and still found no enforceable civil right.

Conclusion: None of the additional grounds warranted interference with the dismissal.

Final Conclusion: The appeal failed because the pleaded case did not disclose an enforceable family settlement and the dispute, in substance, lay in company management and therefore had to be pursued before the specialised company law forum rather than by civil suit.

Ratio Decidendi: A dispute relating to enforcement of a shareholder's claimed entitlement arising from a company's internal arrangement or board decision, without a properly pleaded and proved family settlement, is not enforceable by a civil suit and must be agitated before the forum competent to deal with company management disputes.

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