https://new.kenyalaw.org/akn/ke/judgment/keelrc/2026/1586

Aloo v National Housing Corporation & 4 others (Constitutional Petition E150 of 2025) [2026] KEELRC 1586 (KLR) (5 June 2026) (Judgment) Neutral citation: [2026] KEELRC 1586 (KLR) Republic of Kenya In the Employment and Labour Relations Court at Nairobi Constitutional Petition E150 of 2025 JW Keli, J June 5, 2026 IN THE MATTER OF ARTICLES 2, 3, 10, 22, 23, 47, 73, 232 AND 258 OF THE CONSTITUTION OF KENYA, 2010 AND IN THE MATTER OF ALLEGED VIOLATION AND THREATENED CONTRAVENTION OF RIGHTS AND FUNDAMENTAL FREEDOMS UNDER THE CONSTITUTION AND IN THE MATTER OF THE NATIONAL HOUSING CORPORATION ACT, CAP 117, THE STATE CORPORATIONS ACT AND THE FAIR ADMINISTRATIVE ACTION Between Eric Odhiambo Aloo Petitioner and The National Housing Corporation 1st Respondent QS David Njuguna Mathu 2nd Respondent Board of Directors, National Housing Corporation 3rd Respondent Cabinet Secretary, Ministry of Lands, Public Works, Housing and Urban Development 4th Respondent The Attorney General 5th Respondent Judgment 1.The Petitioner commenced this suit vide a Petition dated 1st August 2025 seeking the following orders:-a.A declaration that the purported contract of employment dated on or about 5th October 2023, executed between the 2nd Respondent (David Njuguna Mathu, the Chief Executive Officer and Hon. Yusuf K. Chanzu, the Chairperson of the 3rd Respondent (the Board of Directors of National Housing Corporation, the 1st Respondent), was entered into in contravention of the law, is null and void ab initio, and therefore of no legal effect whatsoever.b.A declaration that, any resolution, decision, or action taken by the Respondents purporting to reinstate, revive, ratify, or otherwise give effect to the impugned 2023 contract is void.c.A declaration that any other administrative act flowing from the said contract that has the effect of unlawfully extending the tenure of the 2nd Respondent is void.d.A declaration that David Njuguna Mathu’s (the 2nd Respondent’s) continued occupation and exercise of the powers and functions of the office of Managing Director/Chief Executive Officer of the 1st Respondent, on the basis of the impugned 2023 contract and beyond the expiry of the legally recognized 2022 contract, is unconstitutional, unlawful, contrary to binding Executive policy, and inimical to public interest.e.An order directing the 3rd Respondent to:f.Initiate and implement a lawful transition framework for the orderly exit of David Njuguna Mathu (the 2nd Respondent) from the office of Managing Director/CEO, in line with Section 5(3) of the State Corporations Act, relevant Executive Circulars, and applicable legal guidance;g.Liaise with the relevant government authorities, including the State Corporations Advisory Committee and the Public Service Commission, to ensure compliance with the ongoing moratorium on recruitment and restructuring policies; andh.Put in place interim management arrangements - consistent with applicable law and public service policy - to safeguard the proper functioning, continuity, and governance of the Corporation during the restructuring period.i.An order restraining the 2nd Respondent, upon the lawful expiry of the 2022 contract or upon the commencement of terminal leave (including any period for utilization of accrued leave days), from:i.Holding himself out - whether expressly or by conduct - as the lawful Managing Director/Chief Executive Officer of the 1st Respondent;ii.Performing any functions of, or purporting to exercise any powers attached to, the office of Managing Director/CEO of the 1st Respondent;iii.Accessing, utilizing, managing, or exerting control over any institutional facilities, assets, finances, or official communications of the 1st Respondent in that capacity.j.An order be issued directing the 3rd Respondent (Board of Directors of the 1st Respondent) to take immediate steps to commence a lawful, transparent, and accountable Chief Executive Officer/Managing Director succession process, in compliance with applicable constitutional, statutory, and regulatory provisions, including the Mwongozo Code of Governance and Public Service Commission guidelines.k.An order do issue restraining the 4th Respondent (Cabinet Secretary) or any person acting under her authority from interfering with or undermining the independence of the 3rd Respondent (Board of the 1st Respondent) in the discharge of its lawful functions, including the implementation of its resolutions relating to the tenure of the Chief Executive Officer/ Managing Director.l.An order of accountability directing the 2nd Respondent to provide a full disclosure and record of the deliberations, resolutions, and correspondence relating to the purported 2023 contract, for the purposes of institutional transparency and potential disciplinary or legal action.m.An order directing the 3rd Respondent, in coordination with relevant constitutional and statutory oversight bodies including (but not limited to) the Auditor-General, the Ethics and Anti-Corruption Commission, and the Public Service Commission, to undertake a forensic audit and recovery process for any unlawful benefits that accrued to the 2nd Respondent under the impugned 2023 contract, subject to due process and principles of fairness and accountability.n.Costs of this Petition be awarded to the Petitioner in recognition of the public interest nature of the suit and the necessity of court intervention to uphold the rule of law.o.Such further or other relief as this Honourable Court may deem just, fit, and expedient to grant in the interests of justice, good governance, and constitutional accountability. 2.The Petition was filed alongside the Supporting Affidavit of the Petitioner, sworn on 1st August 2025, and annexures thereto. 3.In response to the Petition, the 2nd Respondent filed a Cross-Petition dated 15th August 2025 seeking:-a.A declaration that the 3rd Respondent's resolution dated 4th June 2025 terminating the 2nd Respondent contract under Minute No. FB/12/6/2025- Contractual Status of QS David Njuguna Mathu, CEO is unlawful, ultra vires and in a violation of Articles 3,20, 27, 41, 47 and 50 of the Constitution of Kenya, 2010.b.A declaration that the Cross-Petitioner's Contract of Employment dated 5th October 2023 effective from 1st November 2023 to 31st October 2026 is valid, binding and enforceable.c.An order of certiorari to quash the 3rd Respondent's resolution dated 4th June 2025.d.An order of prohibition restraining the 1st and 3rd Respondents, their agents, or any other person acting on their behalf from implementing or giving effect to the resolution dated 4th June 2025.e.An order for costs of the Cross-Petition.f.Such further relief as the Court deems just and appropriate under Article 23 (3) of the Constitution. 4.The 2nd Respondent’s Cross-Petition was accompanied by the supporting affidavit of the 2nd Petitioner, sworn on 15th August 2025. The 2nd Respondent later filed a Replying Affidavit in response to the Petition, sworn on 19th January 2025. 5.On his part, the 4th Respondent filed Grounds of Opposition dated 19th January 2026. 6.The Court on perusal of the CTS did not find response by the 1st, 3rd and 5th Respondents. The Petitioner’s case in summary 7.The Petitioners’ case relates to the extension of the 2nd Respondent’s term as Chief Executive Officer of the National Housing Corporation through the issuance of a new contract in 2023, following his initial appointment on 6th November 2022 under the terms of a three-year contract set to expire on 6th November 2025. It is averred that the 3rd Respondent’s attempt to vary or replace the 2nd Respondent’s existing 3 year employment contract was unlawful, irregular and un-procedural, for the reason that the process of extension was not competitive, it was effected without approval of the 1st Respondent’s full Board, there was no concurrence from the Head of Public Service as required by law, and it was in breach of the applicable laws and public service guidelines. Further, the purported 2023 contract was premised on Human Resource (HR) Instruments and Guidelines that, at the time, had neither been finalized nor approved by the Public Service Commission (PSC), contrary to express legal advice from the Attorney General, who had directed that such HR instruments be forwarded to the PSC in compliance with Article 232(2) of the Constitution and applicable jurisprudence. The instruments, having been prepared internally, lacked legal and institutional approval. 8.The Petitioner states that the 2nd Respondent’s extension of term was premised upon an omnibus Board resolution which approved the transition of staff under levels 1, 2, and 3 of the new HR regime, but failed to account for the distinct legal, governance, and regulatory framework governing the office of the Chief Executive Officer of the 1st Respondent. By way of explanation, the Petitioner states that the office of the Chief Executive Officer of a State Corporation is governed separately by the following:a.Clauses 1.7 and 1.9.5 of the Mwongozo Code of Governance for State Corporations (2015) which require that Chief Executive Officer appointments must be made through a competitive, fair, and transparent process, and that contract renewal or variation must be subject to a satisfactory performance appraisal and concurrence of relevant government authorities.b.Executive Circular No. OP/CAB.9/1A of 23 November 2004, reiterated in Office of the Head of Public Service (HOPS) Circular Ref: OP/CAB.2/1A dated 27 February 2018, which mandates that all Chief Executive Officer appointments, reappointments, and renewals in State Corporations must receive prior concurrence from the Office of the Head of Public Service (OPS). These circulars ensure uniformity, accountability, and good governance in the public service.c.Section 5(3) of the State Corporations Act (Cap. 446) which provides that CEO appointments must be approved by the State Corporations Advisory Committee (SCAC), underscoring the collaborative oversight function involving multiple public institutions.d.The Constitutional principles of public service, including Article 10(2)(c) (integrity, transparency, and accountability) and Article 232(1)(g) (fair competition and merit-based appointments). Under Article 234(2)(a)(ii), the Public Service Commission (PSC) is empowered to develop uniform Human Resource Standards applicable to all public institutions, including State Corporations. 9.Premised on the above laws, policy frameworks and executive instruments, it is the Petitioner’s case that any Chief Executive Officer’s appointment, contract variation or renewal effected without competitive recruitment, Board approval, performance appraisal, or prior concurrence from the Head of Public Service is invalid, unlawful, and amenable to judicial scrutiny. 10.It is averred that the purported 2023 contract contained a significant upward revision of the Chief Executive officer’s remuneration from KES 502,304.00 to KES 750,408.00., which fact was never disclosed to the full Board nor approved through a valid Board resolution. Further, there is no record of this adjustment being submitted to the Head of Public Service or the Salaries and Remuneration Commission (SRC) for approval, contrary to Article 230 of the Constitution and Section 13 of the SRC Act. 11.The Petitioner complains that the 2nd Respondent contrary to the principal of conflict of interest personally participated in designing and operationalizing the Human Resource Instruments under which his own new contract was purportedly extended for another 3-year term, and thereafter presented it to the Chairperson of the Board for signature without disclosing the procedural and substantive defects to the Chairman or the members of the Board. Further, the 2nd Respondent failed, ignored, refused and/ or declined to recuse himself from all the Board deliberations affecting his contractual terms and tenure, contrary to Articles 10, 73, and 232 of the Constitution. 12.According to the Petitioner, irregularities identified by him in respect of the 2023 contract render the same null and void ab initio and expose the 1st Respondent to third party litigation based on commitments or agreements entered by the 2nd Respondent on behalf of the 1st Respondent. 13.The Petitioner states that upon being notified of the irregularities, the 3rd Respondent, through a resolution dated 4th June 2025, nullified the 2023 contract and reaffirmed the validity of the 2022 contract running to 6th November 2025, pursuant to its mandate as the 1st Respondent Corporation’s supreme policy organ under the State Corporations Act, the Mwongozo Code, and the Housing Act. The Petitioner supports the actions of the Board, and states that it has a duty, under Article 232(1)(e) and (f) of the Constitution, to uphold integrity and accountability and cannot be estopped from correcting an illegality. Such correction is a governance function, not an administrative action. 14.It is the Petitioner’s case that the 2nd Respondent challenged the Board Resolution of 4th June 2025 on the premise that his Article 47 right had been violated. On this issue, the Petitioner’s position is that Article 47 protections do not apply to a beneficiary of an unlawful process, and that a decision obtained through procedural impropriety and lack of jurisdiction is nullity ab initio. 15.It is stated that the 2nd Respondent also sought the intervention of public oversight institutions, such as the Inspector General (Corporations) and the 4th Respondent. The Petitioner avers that on Sunday, 8th June 2025 at 3.55 pm, the Acting Inspector-General (Corporations), authored and dispatched an unsolicited and irregular email to the Chairperson and members of the 1st Respondent’s Board, questioning the legality of the Board’s 4th June 2025 resolution, citing an alleged lack of prior notice to his office. He opined that the decision would be discriminatory unless similarly applied to other senior staff, and cautioned Board members of potential personal liability and threatened unspecified legal consequences should the resolution be implemented. The Petitioner takes issue with the tone, content and timing of the said email for being irregular, inappropriate, and intended to intimidate the Board and interfere with its independent statutory mandate under Section 5(3) of the State Corporations Act. 16.In response to the Acting Inspector General’s email, the Chairperson of the Human Resource and Administration Committee of the Board who is a sitting Board member, issued a detailed written rebuttal clarifying that:a.The Office of the Inspector-General (Corporations) had been formally notified of the scheduled meeting via the very email address from which the communication emanated.b.An officer of that Office, who regularly represents the Inspector-General (Corporations), was present and participated in the 4th June 2025 Board meeting.c.The Board’s resolution specifically addressed the 2nd Respondent, whose appointment and renewal are governed by Executive policy and circulars from the Head of Public Service, not the Human Resource Manual applicable to ordinary staff. 17.In respect to the 4th Respondent, the Cabinet Secretary, within whose docket the 1st Respondent Corporation falls, he raised procedural concerns and questioned the authority of the Board to revoke the 2023 contract in a letter dated 24th June 2025, despite the State Corporations Act vesting governance powers, including matters of CEO appointment and tenure, in the Board (3rd Respondent). 18.In response to the said letter, the 5th Respondent, the Attorney General of the Republic of Kenya, at the request of the Chairperson of the 3rd Respondent, issued a legal advisory dated 18th July 2025 confirming that all Chief Executive Officer appointments and renewals in State Corporations must comply with legal frameworks requiring competitive recruitment and concurrence from the Head of Public Service. The Attorney General further observed that the 2023 contract was vitiated by material non-disclosure and procedural impropriety and was therefore voidable; and confirmed that in such instances of procedural breach or legal infirmity, the Board is not only empowered but obligated to take corrective action to safeguard the integrity of governance and compliance with applicable laws and circulars. 19.The Petitioner emphasizes that the Board of a State Corporation bears exclusive mandate over CEO appointments and renewals, and asserts that the 3rd Respondent acted within its mandate in passing the Resolution dated 4th June 2025. He relies on various court cases in support of this position. 20.The Petitioner avers that any attempt by the 1st Respondent, through the 3rd Respondent, to reinstate or validate the impugned 2023 contract of the 2nd Respondent, or to reverse its resolution of 4th June 2025 declaring the said contract null and void ab initio, would be a violation of Section 5(3) and Section 6(1) of the State Corporations Act which require concurrence with the State Corporations Advisory Committee (SCAC) and competitive recruitment for Chief Executive Officer appointments and renewals, as emphasized in the Attorney General’s letter dated 18th July 2025. It would also violate the Executive Circular and the applicable Public Service Commission Guidelines which require that any extension or renewal must not only comply with competitive standards but also obtain the concurrence of the Head of Public Service. 21.It is stated that the 1st Respondent's decision of 4th June 2025 was not an administrative action under Article 47 from which a legal claim can arise, but a governance decision within its statutory mandate to safeguard compliance, legality, and integrity in leadership appointments. This position is fortified by the Attorney General’s legal opinion dated 18th July 2025, which clarified that no enforceable rights can arise from a contract that is null and void ab initio due to material non-disclosures and procedural improprieties. The Board’s action was thus a corrective governance measure aimed at restoring legality and safeguarding the public interest. 22.According to the Petitioner, the 2nd Respondent’s continued interference with the affairs of the Board including attempts to coerce directors into validating a contract obtained in contravention of law constitutes a gross abuse of power and conflict of interest in violation of Chapter Six of the Constitution and Sections 11 and 12 of the Leadership and Integrity Act, 2012. His actions are not only unethical but also calculated to subvert lawful institutional oversight and compromise the independence of the Board. 23.The Petitioner argues that the actions and omission of the Respondents and Interested Parties have contravened Article 10(2)(a), (c), and (d) of the Constitution which enshrines the foundational values of the Republic, including, the rule of law, integrity, transparency, and accountability; Article 73(1)(a) and (b) through the 2nd Respondent's abuse of power occasioned by continued interference in Board deliberations, his lobbying for personal benefit, and prioritizing personal gain as well as circumventing established legal procedures; Article 232(1)(g) and (i) which requires that public service appointments be based on fair competition and merit, and that public institutions remain accountable for administrative acts; Article 47 by misapplying the right to fair administrative action to shield the 2nd Respondent; and Article 201(d) which requires responsible and transparent financial management, effective use of public resources, and fiscal prudence, openness, and accountability in the use of public funds, through the exposure of the 1st Respondent to financial obligations arising from a void instrument. Respondent's case in brief The 2nd Respondent 24.The 2nd Respondent concedes that his 2022 contract was terminated through a lawful resolution of the 3rd Respondent dated 27th September 2023. A new contract was issued on 5th October 2023 effective from 1st November 2023 to 31st October 2026 in compliance with revised Human Resource (HR) Instruments approved by the State Corporations Advisory Committee (SCAC) and the Public Service Commission (PSC). 25.The 2nd Respondent also admits that the 3rd Respondent, on 4th June 2025 resolved under Minute No. FB/12/6/2025 of the 228th Full Board meeting to nullify the 2nd Respondent/Cross-Petitioner's 2023 contract on allegations that it was unlawful, ultra vires and in contravention of Article 234 of the Constitution, the Mwongozo Code of Governance, and the Attorney General's advisory as follows;“Minute No. FB/12/6/2025- Contractual Status of QS David Njuguna Mathu, CEOOn the proposal of Director Nyamori and the secondment of Director Yassin, the Board unanimously resolved as follows:"That the contract purportedly issued to QS David Njuguna Mathu on 5th October 2023 is hereby formally nullified for being unlawful, ultra vires and executed without requisite constitutional and legal authority specifically in contravention of; Article 234 of the Constitution; The Mwongozo Code of Governance; The Attorney General's Advisory." 26.The 2nd Respondent complains that he resolution was made unilaterally without affording him a hearing or due process, hence violated the Preamble of the Constitution of Kenya, 2010 which recognizes the aspirations of all Kenyans for a government based on the essential values of human rights, equality, freedom, democracy, social justice and the rule of law; Article 3 (1) which mandates all persons including state organs to respect, uphold and defend the Constitution; Article 10 by undermining human dignity, equity, equality, human rights, non-discrimination, good governance and the rule of law; Article 19 (2) by failing to uphold the purpose of the Bill of Rights to protect human rights; Article 20 (1) which provides that the Bill of rights binds all state organs; Article 21(1) which requires state organs to observe, respect, protect, promote and fulfil fundamental rights; and Article 27 on equal protection before the law by discriminating him from the same treatment that all the employees within the organization received in that none of the employees within the Grade 2 and 3 were affected despite all having transitioned to new contracts. 27.In addition to the foregoing, the 2nd Respondent pleads that Article 24 of the Constitution has been violated in that the 3rd Respondent's action to unilaterally terminate his employment does not meet the proportionality test as it is neither the subject of any law, nor is it proportional to any objective; Article 28 has been violated by falsely accusing the 2nd Respondent of gaining undue benefit from the transition to the new Human Resource Instruments whose review process was authorized by the Board, SCAC and PSC; Article 41 as read with Sections 41 and 45 of the Employment Act 2007, has been violated by terminating the 2nd Respondent's employment contract dated 5th October 2023 without notice or a fair hearing; and Article 47 has been violated through the same conduct. 28.It is averred by the 2nd Respondent that the subject natter of the Petition herein is the Employment contract issued in 2023, and the substratum of the suit is the legal status of the 2023 contract with a prayer that the same be declared void. As such, the present Petition is moot and a mere academic exercise for the reason that the 3rd Respondent already, in its meeting held on 4th June 2025, resolved to nullify the 2023 contract, declaring it void ab initio, and reaffirming the legal validity of the original 2022 contract, as admitted by the Petitioner. The 2023 contract is therefore not operational. Further, the 3rd Respondent on 10th September 2025 held a meeting and resolved to continue/extend the 2nd Respondent’s contract of employment dated 15th September 2022 for a further period of 12 months up to and including 5th November 2026. According to the 2nd Respondent, the Petition is now purely academic, as the 2023 contract mentioned in Prayers 1, 2, and 3 of the Petition has already been vacated, and the 2nd Respondent’s current tenure is anchored on the Board's resolution of 10th September 2025. There is no justiciable controversy remaining for this Court to adjudicate. 29.The 2nd Respondent classifies the present suit as a waste of judicial time and resources, and states that continuing with these proceedings would violate the doctrine of constitutional avoidance, as the controversy of the Petition (the 2023 contract) has already been administratively corrected by the Respondents. 30.The 2nd Respondent informs the Court that a different petitioner has filed a similar petition against the 2nd Respondent, NAIROBI ELRC Constitutional Petition E006 of 2026, raising identical issues regarding the Employment Contract dated 5th October 2023. He sees the suits as a coordinated campaign of harassment intended to disrupt the stability of the 1st Respondent and to obstruct the lawful discharge of the 2nd Respondent’s duties and functions as the CEO/Managing Director, and as an attempt to further political and personal agendas. 31.The 2nd Respondent denies any violation of Articles 10, 73, 201, or 232 of the Constitution as pleaded in the Petition, and states that all actions he undertook were in good faith and within the confines of the law. 4th Respondent 32.It is the 4th Respondent’s case that the 2nd Respondent was appointed as Managing Director/Chief Executive Officer of the 1st Respondent following an open, competitive and merit-based recruitment process in which he emerged the successful candidate, and was accordingly issued with a three (3) year term contract dated 15th September 2022, commencing on 7th November 2022 and set to expire on 5th November 2025. 33.He explains that in 2023, the 1st Respondent undertook an institution-wide manpower rationalization, restructuring and harmonization process pursuant to newly developed Human Resource Instruments and Guidelines, which process involved other serving employees across Grades 1, 2 and 3 including the 2nd Respondent. At a Special Board Meeting held on 27th September 2023, the 3rd Respondent resolved that officers falling within Grades 1, 2 and 3 be transitioned and issued with new contracts pursuant to the said Human Resource Instruments which had been approved by the State Corporation Advisory Committee (SCAC) by a letter dated 30th May 2023. This culminated in the 2nd Respondent being issued with a new contract dated 5th October 2023 for a three (3) year term effective from 1st November 2023 to 31st October 2026. The contract dated 5th October 2023 is the subject matter of the Petition. 34.Following concerns raised regarding the applicability of the said Human Resource instruments to the office of the Managing Director/Chief Executive Officer, it is stated that the 3rd Respondent undertook a comprehensive review of the matter, during which it considered all previous contracts, Board resolutions and legal governance frameworks governing the appointment and tenure of Managing Directors/Chief Executive Officers of State Corporations. 35.The 4th Respondent confirms that by a resolution dated 4th June 2025, the 3rd Respondent unanimously resolved to nullify the 5th October 2023 contract. Consequent to the nullification, the 3rd Respondent reinstated the contract issued to the 2nd Respondent dated 15th September 2022 as the only valid and subsisting employment contract. The 4th Respondent also confirms that the 3rd Respondent, by a meeting held on 10th September 2025 resolved to extend the term of the 15th September 2022 contract by a further 12 months, hence it has an expiry date of 5th November 2026. 36.Due to the events set out above, the 4th Respondent concludes that the issues raised in the Petition relating to the 5th October 2023 contract are academic, obsolete and overtaken by the subsequent contract. Further, the reliefs sought are incapable of implementation and premised on a non-existent contractual instrument. According to the 4th Respondent, the Petition does not raise any legal issue that is deserving of adjudication. DETERMINATION 37.Following directions by the court that parties should file written submissions, the parties complied. Issues for determination 38.In his submissions dated 24th May 2026, the Petitioner identified the following issues for determination:-i.Whether the Petition is moot or whether it raises live constitutional, statutory and public governance questions.ii.Whether the purported contract dated 5th October 2023 was unconstitutional, unlawful, irregular and void ab initio.iii.Whether the Board’s resolution of 4th June 2025 nullifying the 2023 contract and affirming the 2022 contract was a lawful corrective governance decision.iv.Whether the 2nd Respondent can rely on Articles 41, 47 and 50, or the doctrine of legitimate expectation, to preserve a contract challenged as unlawful and void ab initio.v.Whether the 4th Respondent’s role was limited to policy oversight and whether any ministerial action or position could lawfully supersede the Board’s statutory mandate over the CEO’s contractual status.vi.Whether the 2nd Respondent’s Cross-Petition should be dismissed.vii.What reliefs ought to issue. 39.Conversely, the 2nd Respondent identified the following issues for determination in their submissions dated 10th April 2025 (sic):i.Whether the Petition has been rendered moot and academic, and thus overtaken by events.ii.Whether the Petition should be dismissed by costs.iii.On his part, the 4th Respondent, in his submissions dated 19th January 2026, submitted generally on the Petition. 40.The 3rd and 5th respondents in submissions addressed the issue of whether the petition was moot and the question of public interest exception. 41.The court discerned that the issue for determination was as raised by the parties to be –a)Whether the petition was moot and academic for being overtaken by events andIf above in the negative,b)Whether the petition had merit. Whether the petition was moot and academic for being overtaken by events 42.The petition sought for the following reliefs from the court-a.A declaration that the purported contract of employment dated on or about 5th October 2023, executed between the 2nd Respondent (David Njuguna Mathu, the Chief Executive Officer and Hon. Yusuf K. Chanzu, the Chairperson of the 3rd Respondent (the Board of Directors of National Housing Corporation, the 1st Respondent), was entered into in contravention of the law, is null and void ab initio, and therefore of no legal effect whatsoever.b.A declaration that, any resolution, decision, or action taken by the Respondents purporting to reinstate, revive, ratify, or otherwise give effect to the impugned 2023 contract is void.c.A declaration that any other administrative act flowing from the said contract that has the effect of unlawfully extending the tenure of the 2nd Respondent is void.d.A declaration that David Njuguna Mathu’s (the 2nd Respondent’s) continued occupation and exercise of the powers and functions of the office of Managing Director/Chief Executive Officer of the 1st Respondent, on the basis of the impugned 2023 contract and beyond the expiry of the legally recognized 2022 contract, is unconstitutional, unlawful, contrary to binding Executive policy, and inimical to public interest. 43.The subsequent orders sought were hinged on the above declarations. It was thus apparent to the court that the cause of action in the petition was the 2023 contract issued to the 2nd respondent. 44.It was not in dispute that the 3rd respondent had nullified the 2023 contract issued to the 2nd respondent. The 2nd respondent pleaded that the 3rd Respondent, on 4th June 2025, resolved under Minute No. FB/12/6/2025 of the 228th Full Board meeting to nullify the 2nd Respondent/Cross-Petitioner's 2023 contract on allegations that it was unlawful, ultra vires and in contravention of Article 234 of the Constitution, the Mwongozo Code of Governance, and the Attorney General's advisory as follows;“Minute No. FB/12/6/2025- Contractual Status of QS David Njuguna Mathu, CEOOn the proposal of Director Nyamori and the secondment of Director Yassin, the Board unanimously resolved as follows:"That the contract purportedly issued to QS David Njuguna Mathu on 5th October 2023 is hereby formally nullified for being unlawful, ultra vires and executed without requisite constitutional and legal authority specifically in contravention of; Article 234 of the Constitution; The Mwongozo Code of Governance; The Attorney General's Advisory." 45.The 2nd and 4th respondents submitted that the issue of the validity and legality of the 2023 was moot as the contract was nullified. The 4th respondent relied on the decision in Mwangaza v County Assembly of Meru & another [2024] KЕНС 9544 (KLR), the High Court held that: "As urged by the Respondents, the Court finds that the Petition does not disclose any live controversy worth of this court's consideration and determination. The question of validity of the impeachment proceedings against the Petitioner which was raised in the Petition is moot and no practical purpose will be served by its determination as the particular impeachment process the subject of the Petition is already concluded. Accordingly, for the reasons set out above, this court finds that the Petition is without merit and it is dismissed." To define the mootness of the case the 4th respondent relied on the decision in Institute for Social Accountability & another v National Assembly & 5 others [2022] KESC 39 (KLR), the Supreme Court held that a matter becomes moot when intervening events deprive the Court's decision of any practical significance in resolving the controversy before it: "47. ... a matter is moot when it has no practical significance or when the decision will not have the effect of resolving the controversy affecting the rights of the parties before it. If a decision of a court will have no such practical effect on the rights of the parties, a court will decline to decide on the case. Accordingly, there has to be a live controversy between the parties at all stages of the case when a court is rendering its decision. If after the commencement of the proceedings, events occur changing the facts or the law which deprive the parties of the pursued outcome or relief then, the matter becomes moot.’’ The 2nd respondent submitted that the 2023 contract was declared void, and therefore, the controversy in this matter is non-existent and relied on the definition of the word ‘moot’ according to Black's Law Dictionary, Tenth Edition, to wit- a matter is moot when it has "no practical significance, is hypothetical or academic." A moot case is similarly defined therein as "A matter in which a controversy no longer exists; a case that presents only an abstract question that does not arise from existing facts or rights". 46.The Hon Attorney General submitted the issue was not moot and contended that on the facts, the substratum of this Petition has not been extinguished. The impugned 2023 contract was not voluntarily revoked; it was suspended by order of this Honourable Court. The legality of that contract, and the accountability for actions and benefits drawn under it, remain live and unresolved. Moreover, declaratory relief is sought regarding the actions of the 2nd Respondent and the chair of the 3rd Respondent’s Board in executing the contract without requisite approvals. These are not abstract questions but go to the core of how State Corporations are governed. Unlike in Mwangaza v County Assembly of Meru [2024] KESC 9544 (KLR), where concluded impeachment proceedings left nothing for determination, here the impugned contract persists under challenge, suspended but not extinguished. The Hon. Attorney General further submitted that even if mootness arose: the public interest exception applied. Even assuming, arguendo, that the Petition is technically moot, this case falls within the recognised exceptions. The constitutional principles engaged -transparency, accountability, and integrity under Articles 10 and 232 - are binding commands, not aspirational ideals. They require the Court to scrutinise and pronounce upon the conduct of the Respondents to provide certainty for the future. The Court of Appeal in Trusted Society of Human Rights Alliance v Mumo Matemu & 5 others [2013] eKLR stressed that public interest litigation demands substantive consideration where governance issues are implicated. This case squarely raises such issues, and their recurrence in the governance of State Corporations is more than a theoretical possibility. 47.The court established that it was true as submitted by the Hon. Attorney General that the withdrawal of the 2023 contract was not voluntary, taking into account that the contract was stayed by the decision of Justice Radido of 4th August 2025. 48.The court was persuaded that following the withdrawal of the 2023 contract by the appointing authority and the contract being the cause of action, there was no live controversy before the court. The court appreciated this was a public interest matter. The court’s jurisdiction is restricted to employment disputes. The issue of governance and compliance with the Mwongozo code by the Board is beyond the court's mandate. 49.For the foregoing reason, I hold the petition is moot and it will amount to an academic exercise for the court to delve into the merit of the petition. The petition is dismissed with no order as to costs, the same having been filed in public interest. 50.It is so ordered. DATED, SIGNED AND DELIVERED IN OPEN COURT AT NAIROBI THIS 5TH DAY OF JUNE, 2026.JEMIMAH KELI,JUDGE.In The Presence Of:Court Assistant: OtienoPetitioner: Omanga2nd Respondent: Ms Mbugua h/b Karanja4th Respondent: Ngatia SC1st,3rd and 5th Respondents – Oloibon h/b Akuno