The first question which arises for consideration in this case is as to whether a corporation can sue for damages on account of defamation and if so, what is the scope of its right in this regard. The second question which arises for consideration is as to whether the articles / letters written published by the defendants can be said to be defamatory to the plaintiff company.
6. The law in regard to defamation of corporations has been stated as under in "Winfield on Tort" (Seventh Edition):-
"A corporation can sue for torts committed against it, but there are certain torts which it is impossible to commit against a corporation. Such are assault and personal defamation. Thus, a corporation cannot sue for libel a person who charges it with bribery and corruption although the individual members of it might be able to do so, but if a libel or slander affects the management or its trade or business, then the corporation itself can sue; as where the workmen's cottages of a colliery company were falsely described in a newspaper as highly insanitary"
In "Salmond on Law of Torts" (Fourteenth edition), the following statement of law is found is found in this regard:-
"In general a corporation may sue for a tort (e.g., malicious presentation of a winding up petition) in the same way as an individual. The only qualifications are (i) the tort must not be of a kind which it is impossible to commit against a corporation e.g., assault or false imprisonment; (ii) in case of defamation, it must be shown that the defamatory matter is of such nature that its tendency is to cause actual damage to the corporation in respect of its property or business. Thus an action of libel will lie at the suit of a trading corporation charged with insolvency or with dishonest or incompetent management. But where there is no actual damage, nor any tendency to produce such damage, no action will lie at the suit for the corporation; the only persons who have any cause of action are the individual members or agents of the corporation who have been defamed. So it has been held that a municipal corporation cannot sue for libel charging it with corruption and bribery in the administration of municipal affairs.
7. In Naung Chit v. Maung Tun AIR 1935 Rangoon 108, the Court, inter alia, observed as follows:-
"...A corporation may maintain a prosecution or an action for a libel affecting its property, but not for a libel merely affecting personal reputation as a corporation has no reputation apart from its property or trade. The words complained of must reflect on the management of its business and must injuriously affect the corporation, as distinct from the individuals who compose it. The alleged libel must attack the corporation in its method of conducting its affairs, must accuse it of fraud or mismanagement, or must attack its financial position. It cannot bring a prosecution for words which merely affect its honour or dignity. Moreover, it cannot maintain a prosecution for words which reflect, not upon it as a body, but upon its members individually, unless special damage has thereby been caused to it."
Indian Express Newspapers (Bom.) Pvt. Ltd. V. Jagmohan, AIR 1985 Bom 229, the Court, inter alia, observed as under:-
"22. It is well settled that a corporation cannot suffer damages in mind or body. But as held in Metroplitan Saloom Ombinus Co. Ltd. v.
Hawkins(1859) 4 H & N 87 : South Helton Coal Co. v. North Eastern News Association Ltd. (1894) 1 Q.B. 133 : D.L. Caterers Ltd. v. D'Ajou (1945) K.B. 364 : Lewis v. Daily Telegraph Ltd. (1964) A.C. 234 and Selby Bridge Proprietors v. Sunday Telegraph (The Times Feb. 17, 1966) a trading corporation has a business reputation and can sue for defamation in respect of a publication calculated to injure its reputation in the way of its business. The position is succinctly stated in Spencer Bower on Actionable Defamation at Pp.278-279:
It is obvious that 'reputation' in the sense in which alone it concerns the topic of defamation has relation to the particular person enjoying it. But it must not be forgotten that 'person' for this purpose includes an artificial person; that is to say, it includes both 'a body of persons' and a firm....' That a commercial 'body of persons' has a trading character and can sue in respect of a publication to injure that trading character is now clearly well established.
It may be that the innuendo or the imputation may be directed against an individual connected with the management of the commercial body of persons. But if it is of such nature as to not only defame the individual but also injure the trading character of the commercial body of persons, then both the individual as well as the commercial body will have a cause of action to sue for defamation."
8. In Wall Street Journal Europe Sprl v. Jameel and Ors. (2006) UKHL 44, a judgment relied upon by the learned counsel for the plaintiff, one question which arose for consideration of the House of Lords was with respect to the entitlement of a trading corporation to sue for damages. The appellant before the Court, publisher of a Wall Street Journal Europe, published certain articles alleging therein that the Saudi Arabian Monetary Authority, the Kingdom's central bank, was, at the request of US law enforcement agencies, monitoring bank accounts associated with some of the country's most prominent businessmen in a bid to prevent them from being used, wittingly or unwittingly, for the funnelling of funds to terrorist organisations. This information was attributed to U.S. officials and Saudis familiar with the issue. In the second paragraph a number of companies and individuals were named, among them "the Abdullatif Jamil Group of companies" who, it was stated later in the article, "couldn't be reached for comment".
On consideration of the law on the subject, House of Lords, inter alia, observed as under:-
"The authorities cited above clearly establish that a trading corporation is entitled to sue in respect of defamatory matters which can be seen as having a tendency to damage it in the way of its business. Examples are those that go to credit such as might deter banks from lending to it, or to the conditions experienced by its employees, which might impede the recruitment of the best qualified workers, or make people reluctant to deal with it.
17. In Derbyshire the correctness of South Hetton was not challenged, but acceptance of its correctness was an important step in Lord Keith's reasoning and I find no ambiguity in the proposition he propounded: the authorities clearly establish that a trading corporation is entitled to sue in respect of defamatory matters which can be seen as having a tendency to damage it in the way of its business.
25. There are of course many defamatory things which can be said about individuals (for example, about their sexual proclivities) which could not be said about corporations. But it is not at all hard to think of statements seriously injurious to the general commercial reputation of trading and charitable corporations: that an arms company has routinely bribed officials of foreign governments to secure contracts; that an oil company has wilfully and unnecessarily damaged the environment; that an international humanitarian agency has wrongfully succumbed to government pressure; that a retailer has knowingly exploited child labour; and so on."
In Derbyshire County Council v. Times Newspapers Ltd. and Ors. (1993) AC 534, the plaintiff a local authority, brought an action for damages for libel against the defendant in respect of two articles which questioned the proprietory of the investments made for its superannuation fund. The preliminary issue which arose for consideration in the case was as to whether the plaintiff had a cause of action and could sue for libel in respect of its Government and authoritative functions. During the course of the judgment, reference was made to the following view taken in Metropolitan Saloon Omnibus Co. Ltd. v. Hawkins (1859) 4 H&N 87:-
"'That a corporation at common law can sue in respect of a libel, there is no doubt. It would be monstrous if a corporation could maintain no action for slander of title through which they lost a great deal of money. It could not sue in respect of an imputation of murder, or incest, or adultery, because it could not commit those crimes. Nor could it sue in respect of a charge of corruption, for a corporation cannot be guilty of corruption, although the individuals composing it may. But it would be very odd if a corporation had no means of protecting itself against wrong; and if its property is injured by slander it has no means of redress except by action. Therefore it appears to me clear that a corporation at common law may maintain an action for a libel by which its property is injured."
The Court also referred to the following observations made in National Union of General and Muncipal Workers v. Gillian (1946) K.B. 81:-
"Just as a trading company has a trading reputation which it is entitled to protect by bringing an action for defamation, so in my view the plaintiffs as a local government corporation have a „governing‟ reputation which they are equally entitled to protect in the same way - of course, bearing in mind the vital distinction between defamation of the corporation as such and defamation of its individual officers or members. I entirely accept the statement made in Gatley on Libel and Slander, 6th ed. (1967), p. 409, para. 890: „A corporation or company cannot maintain an action of libel or slander for any words which reflect, not upon itself, but solely upon its individual officers or members.‟ Then there is a quotation: 'To merely attack or challenge the rectitude of the officers or members of a corporation, and hold them or either of them up to scorn, hatred, contempt, or obloquy for acts done in their official capacity, or which would render them liable to criminal prosecution, does not give the corporation a right of action for libel.' I stress the words „solely‟ and „merely‟ in those passages. The quotation given in Gatley there is from a United States case, Warner v. Ingersoll (1907) 157 Fed.R. 311"
On consideration of the above-referred decisions, the House of Lords came to the following conclusion:-
"The authorities cited above clearly establish that a trading corporation is entitled to sue in respect of defamatory matters which can be seen as having a tendency to damage it in the way of its business. Examples are those that go to credit such as might deter banks from lending to it, or to the conditions experienced by its employees, which might impede the recruitment of the best qualified workers, or make people reluctant to deal with it."
In Shendish Manor Limited v. Coleman (2001) EWCA Civ 913, the respondent was alleged to have made the following defamatory statements:-
"The owner of Shendish Manor, Mr Ralph Thornberry, is a crook and is only in business for a fast buck."
"That was Rulph Thornberry from Shendish. He is bloody crook and I have to count my fingers to make sure that they are all there after shaking hands with him."
Damages on account of the above-referred defamatory statements were claimed by the corporation-Shendish Manor owned by Mr Rulph Thornberry. The First Court held that the alleged slanders were not capable of referring to the company and, therefore, action by the company was not maintainable. During the course of appeal, it was contended on behalf of the appellant that the company was just an alter ego of Mr Thornberry and, therefore, the claim of the company should not be struck out. Rejecting the appeal filed by the company, the Court of Appeal, inter alia, held as under:-
"37 There can be no doubt that the alleged words about Mr Thornberry would have implications for the company in that subsequently councillors might have been inclined to look less favourably on planning proposals emanating from it. As Morland J Said in his judgment:
"A Slanderous allegations about the executive chairman of a company may well have an adverse effect on the company, but the company cannot succeed in the claim in slander unless it can establish that the defamatory message, albeit defamatory of its executive chairman, is defamatory of the company. Where, as in this case, the company is not referred to in the words complained of, the company must establish reference.
39. However, for my part, I cannot accept that these express references, as alleged, Mr Thornberry could be taken by an objective, albeit informed, observer as referring to the company. Although he may have been seen as the driving force behind the company, there is no evidence that he was known to own the company or was the majority shareholder. A jury could not, in my judgment, properly conclude that the alleged statements refer to the company. They were not words which, judged objectively, were capable of being understood by the ordinary, sensible person as referring to that corporate body."
In Bognor Regis Urban District Council v. Campion (1972) 2 Q.B. 169, the Court inter alia observed as under:-
"Just as a trading company has a trading reputation which it is entitled to protect by bringing an action for defamation, so in my view the plaintiffs as a local government corporation has a "governing" reputation which they are equally entitled to protect in the same way - of course, bearing in mind the vital distinction between defamation of the corporation as such and defamation of its individual officers or members. I entirely accept the statement made in Gatley on Libel and Slander, 6 th ed. (1967), p.409, para. 890:
"A corporation or company cannot maintain an action of libel or slander for any words which reflect, not upon itself, but solely upon its individual officers or members."
Then there is a quotation:
"To merely attack or challenge the rectitude of the officers or members of a corporation, and hold them or either of them up to scron, hatred, contempt, or obloquy for acts done in their official capacity, or which would render them liable to criminal prosecution, does not give the corporation a right of action for libel."
9. The proposition of law which emerges from the statement of law enunciated by Salmond and Winfield and the abovereferred decision is that though a corporation has the equal competence to sue for damages on account of its defamation, it would be necessary to distinguish the defamation of Corporation from defamation of its directors and officers. It is only when the target of the defamatory publication is the Corporation and not its officers, and the defamatory statement is calculated to injure the reputation and the business interests of the Corporation, it can sue for damages.
Delhi High Court
Oil And Natural Gas Corporation ... vs Maryada,The Weekly News ... on 31 October, 2012
Author: V. K. Jain
CS(OS) 1576/2008 and IA No. 9457/2008 (O. 39 R. 1&2 CPC)
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