Statutory amalgamation can preserve a pending misfeasance suit, allowing the transferee bank to continue the claim.

A pending misfeasance and recovery suit may continue in favour of a transferee bank where amalgamation occurs under a statutory scheme that transfers assets, liabilities, rights and interests and expressly provides for pending proceedings to continue. The general rule against assignment of a bare right to sue for tort does not apply where the transfer operates by law under an overriding amalgamation scheme. The commentary also notes that, absent any statutory provision terminating the suit or confining the claimant to a misfeasance application under company law, the original suit remains a proper and maintainable remedy.

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Issues: (i) Whether, on amalgamation of the original bank with the transferee bank, the pending suit for misfeasance and recovery could be continued by the transferee bank; (ii) whether the suit was an improper remedy and the transferee bank was bound to proceed only by an application under the Companies Act.

Issue (i): Whether, on amalgamation of the original bank with the transferee bank, the pending suit for misfeasance and recovery could be continued by the transferee bank.

Analysis: A mere right to sue for tortious wrongdoing is generally not assignable, but that limitation does not apply where the transfer is by operation of law or under a statutory scheme of amalgamation. The scheme in question transferred the assets, liabilities, rights and interests of the transferor bank to the transferee bank and expressly provided for continuance of pending suits and proceedings. The statutory provisions governing amalgamation also contemplated continuation of actions or proceedings by the transferee bank, and the scheme had overriding force.

Conclusion: The transferee bank was entitled to continue the pending suit.

Issue (ii): Whether the suit was an improper remedy and the transferee bank was bound to proceed only by an application under the Companies Act.

Analysis: There was no provision in the relevant banking or company law that automatically terminated a pending suit on amalgamation and compelled resort only to a misfeasance application. The suit was maintainable when filed, and no statutory change displaced that remedy or transferred exclusive jurisdiction to another forum. The deeming provision and related scheme provisions could not be stretched beyond their purpose.

Conclusion: The suit remained a proper and maintainable remedy.

Final Conclusion: The appeal succeeded, the dismissal by the court below was set aside, and the matter was sent back for trial on the merits.

Ratio Decidendi: A pending suit and the rights incidental to it may continue in favour of a transferee bank where the transfer occurs under a statutory scheme of amalgamation having overriding effect, and such a suit is not displaced merely because the claim arises from misfeasance.

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