TANVIR BASHIR ANSARI, J.--- Respondent No. 1 filed a suit for recovery of money in damages/compensation originally against respondents Nos. 2 and 3. The claim of the plaintiff was based upon the alleged defect in S.R.S. Airbag System which failed to operate at the time of accident which resulted in the death of the son the plaintiff Respondent No. 2 is the Chairman of Toyota Indus Motor Company Limited while Respondent No. 4 is its Chief Executive Officer.
Respondent No. 3 is the President of Toyota Motor Corporation.
2, Respondent No. 1/plaintiff filed an application under Order 1, Rule 10, C.P.C. On 22.5.2003 seeking the impleadment of Respondent No. 4 Indus Motor Company Limited and the petitioner (Toyota Tsusho Corporation) as defendants in the suit. This was allowed vide order 2.6.2003. Amended plaint was accordingly submitted by Respondent No. 1 on 4.6.2003. The petitioner moved an application under Order 1, Rule 10(2), C.P.C. With the prayer to delete its name from the array of defendants. Vide order dated 2.10.2003. The learned Civil Judge dismissed the said application on the ground that the liability of each of defendants Cannot be determined at this stage without recording of evidence. It is this order which is being challenged in the instant civil revision.
3. This civil revision was admitted to regular hearing inter alia to consider the contention that the petitioner Toyota Corporation which claimed to be a mere share-holder in Indus Motor Company Limited Was a distinct entity and was thus not liable for any act, tortious, or otherwise attributed to the Indus Motor Limited Company. It was also noticed in the admitting note what amendment was made only by impleading the petitioner and Respondent No. 5 without making any corresponding amendment in the body of the plaint whereby any liability was claimed against the petitioner.
4. The learned counsel appearing for the petitioner have reiterated their submissions referred to above and have elaborated the same by submitting That petitioner who is merely a sponsor/share-holder of a duly incorporated Company viz. Indus Motor Company Limited would not be held liable for the alleged tort of such Company. It is also submitted that the learned Trial Court was not correct in holding that whether the petitioner was a necessary or proper party could not be decided without recording evidence. It is submitted that if it can be demonstrated in presento that there could ultimately he no liability fixed on the petitioner, the evil could be nipped in the bud by deleting the name of the petitioner from the array of defendants.
5. The learned counsel has placed the company profile of the Indus Motor Company Limited which shows that the said company is joint venture between the House of Habib, Toyota Motor Corporation Japan and Toyota Tsushc Corporation Japan for assembling, progressive manufacturing and marketing of Toyota Vehicles in Pakistan. It is urged that in such a capacity, Toyota Tsusho Corporation was merely a share-holder in the Indus Motor Company and that the liability as a share-holder is distinct from the liability of the Indus Motor Company Limited. In order to substantiate his plea the learned counsel has placed reliance upon Aman Ullah Khan and others vs. The Federal Government of Pakistan through Secretary, Ministry of Finance, Islamabad and others (PLD 1990 S.C. 1092) and Messrs Franksons & Co. Vs. Mian Muhammad Hussain (1983 CLC 1042) to contend that a company is distinct from its share-holders.
6. The learned counsel for Respondent No. Inlaintiff has strongly opposed the plea raised by the learned counsel for the petitioner and have prayed for dismissal of the Civil Revision. He has also submitted that in identical circumstances, respondents Nos. 2 and 4 iiad filed an application for deletion of their names. The said application was dismissed by the learned Trial Court.
Respondents Nos. 2 and 4 filed C.R. No. 455 of 2003 with the prayer for deletion of their names as defendants. Vide order passed by this Court on 2.9.2003, the said civil revision was dismissed in limine. Respondents Nos. 2 and 4 challenged the said judgment before the Honourable Supreme Court. Vide judgment dated 16.1.2004 it was neld that the question regarding the liability of the said respondents cannot be determined one way of the other without recording evidence and at a preliminary stage and that it would not be appropriate to delete the names of Respondents Nos. 2 and 4 from the set of defendants.
7. Sh. Zameer Hussain, Advocate for Respondent No. 5 has on the other hand supported the plea of the petitioner and prayed for deletion of the names of the petitioner as well as Respondent No. 5.
8. Arguments have been heard and record perused.
9. According to the Company Profile of Indus Motor Company Limited itself, it is evident that the company is a joint venture between the House of Habib, Toyota Motor Corporation Japan and Toyota Tsusho Corporation Japan for assembling, progressive manufacturing and of marketing of Toyota Vehicles in Pakistan. The Indus Motor Company Limited is engaged in sole distributorship of Toyota Motor Car and other vehicles of this make. Although the Company was incorporated in Pakistan as a public Limited company and its shares are quoted on the Stock Exchange of Pakistan, Toyota Motor Corporation and Toyota Tsusho Corporation petitioner have 25% stake in the Company equity. The majority share-holder is the House of Habib with 50% of the equity. In the first place House of Habib, Toyota Motor Corporation Limited Japan and Toyota Tsusho Corporation Japan are the basic components of Indus Motor Company Limited which conjointly is a joint venture for assembling etc. Of Toyota Vehicles in Pakistan. A distinction here is necessary to be drawn between the shares of the Company and the Joint Stakes of share-holders in the joint venture. The reliance placed upon the case of Anianullah Khan and others (supra) and Messrs Franksons & Co. (supra) are not apt. In the next place the status of the petitioner according to the Company Profile is identical with the position of Ali-S-Habib Respondent No. 2, Mazhyar Valjee Respondent No. 4 and the President of Toyota Motor Corporation Respondent No. 3. All these persons represent the joint venture in respect of which the Indus Motor Company Limited Respondent No. 5 has been incorporated. In respect of Respondents Nos. 2 and 4 the matter regarding deletion from the array of defendants has attained finality. Respondent No. 3 of Toyota Motor Corporation another member of Joint Venture continues to remain as a defendant. The status of Toyota Tsusho Corporation Japan is not in any manner different from the status of respondents Nos. 2 to 5.
10. This is ofcourse not to grant that an order passed on an interlocutory application of respondents Nos. 2 and 4 shall operate as res judicata in case of an application moved by the petitioner. It nonetheless goes unrebutted that the status of the petitioner is strikingly congruent with the other defendants and does not deserve a different treatment.
11. In this view of the matter, there is no merit in this civil revision which is hereby dismissed.