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Chinese law firm prevented from providing legal services in Lanka
View(s):SC rules that companies cannot practise law; only natural persons can
By Namini Wijedasa
Justice P. Padman Surasena also ruled that the Registrar General of Companies (RoC) had acted in violation of the country’s law when he incorporated the Baqian Law Group Lanka (Pvt) Ltd as a limited liability company “as its primary objective is illegal”. Justices Vijith K Malalgoda, PC, and L.T.B. Dehideniya agreed.
In January 2019, Attorney-at-Law Nayantha Wijesundara petitioned the SC against Baqian Law Group Lanka (Pvt) Ltd, citing the RoC and Attorney General as respondents. Office-bearers of the Bar Association of Sri Lanka (BASL) later joined as added respondents.
Baqian was formed in November 2018. Its articles of association stated the firm would provide “investment advisory services and consultations”–and “will not engage in retail trade in Sri Lanka”.
Newspaper articles in January 2019 said the Yunnan Baqian Law Group of China had opened Baqian Law Group Lanka to address “the language barrier and misunderstandings in connection to the time-consuming legal processes faced by Chinese investors in Sri Lanka”.
After granting leave to proceed, the SC issued an interim order restraining the firm from carrying out any legal professional work in Sri Lanka until the case’s conclusion.
Mr. Wijesundara, the petitioner, had submitted to Court that legal professional services could be provided only by natural persons who, by virtue of being members of a noble profession, were personally liable for their services. By contrast, companies (who are juristic persons) only have limited liability.
The petitioner maintained that, by incorporating a private liability company, the RoC had violated his Constitutionally-guaranteed right to freely engage in a lawful profession. As Baqian calls itself a law group, the term “investment advisory services and consultations” must be interpreted to mean legal advisory services, he averred.
Argument of the case was started in February 2020, delayed by Covid-19, and resumed in November last year. In his judgment, Justice Surasena, citing several provisions of law — including the Constitution, the Judicature Act and the Supreme Court Rules of 1978 — held “it is beyond any doubt” that, in this country, only a natural person can provide the professional services expected from an Attorney-at-Law. It was not possible for a company to do so.
A person named Zheijiang Yunnan, a Chinese national claiming to be a lawyer of Baqian Law Group, submitted the sole affidavit to SC on behalf of the company. However, the Chairman of Baqian, in his authorisation letter, had only sanctioned a person named Li Leiqi to sign affidavits or legal documents.
The Court rejected Mr. Zheijiang’s affidavit on the basis that he had no authority or connection to the case; and because the affidavit had not been signed by Mr. Li. This meant there was “no evidence to substantiate” the factual positions taken up on behalf of Baqian.
Separately, BASL argued that the SC will not be able to regulate the manner in which Baqian provided legal services in the country as the Court had not admitted the company as an Attorney-at-Law under Sri Lanka’s governing laws. This placed Attorneys-at-Law who were regulated by the SC “in a disadvantaged and discriminated position”.
The SC also considered online editions of newspaper articles that described the nature of services Baqian expected to provide. Justice Surasena said these have established the fact that Baqian was a law firm in which Chinese lawyers would work along with a legal team from Sri Lanka to provide “quality and efficient legal services”
“As no person who has not been duly admitted and enrolled as an Attorney-at-Law shall be allowed to assist and advise clients or to appear, plead or act for or on behalf of clients in any Court or other institution established by law for the administration of Justice, Baqian Law Group is debarred from engaging or entering into any operation coming within the purview of a legal practice of Attorneys-at-Law of this country,” the judgment said.
It held that the RoC in registering Baqian as a limited liability company had denied the petitioner and the added respondents (BASL) equal protection of law as well as their Constitutionally-protected freedom to engage in their lawful profession.
Mr. Wijesundara represented himself in court. Attorneys-at-Law Sunil Abeyratne with Mihiri Kudakolowa and Buddhika Alagiyawanna appeared for Baqian Law Group Lanka. Chanaka de Silva, PC, with Dilrukshi Paul, Sachintha Kahandage and Sewwandi Karalliadde on the instructions of NW Associates appeared for BASL office-bearers. Acting Solicitor-General Sanjaya Rajaratnam, PC, with State Counsel Sureka Ahmed, State Counsel Nayomi Kahawita and Senior State Counsel Yuresha de Silva appeared for the RoC and AG.
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