[2018] KEHC 10100 (KLR)
This ruling does not determine the substantive rights of the parties but settles the issues for trial. The court identifies the central questions regarding alleged fraudulent registration of shares, the validity of the transfer of LR NO. 1870/vi/145, the existence and breach of fiduciary duties, liability for mesne...
Source-derived case information.
- Citation
- [2018] KEHC 10100 (KLR)
- Parties
- Plaintiff: Anthony Raymond Cordeiro; Plaintiff: Elaine Desa Cordiero; Plaintiff: Technology Today Ltd; Defendant: Adrian Noel Carvalho; Defendant: Arlet Dominica Caevalho; Defendant: I&M Bank Limited; Defendant: Jayantlal Jivaj Mepal Shah; Defendant: Mansukhlal Jivaj Mepal Shah; Defendant: Dilipkumar Jivaj Mepal Shah
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Commercial Courts)
- Jurisdiction
- Kenya
- Case Number
- Civil Suit 627 of 2012
- Procedural Posture
- Civil Suit / Settlement of Issues Before Trial
- Outcome
- List of issues for trial settled; matter to proceed to hearing on the identified issues.
- Legal Topics
- Shareholder Fraud, Fiduciary Duties, Property Transfer, Mesne Profits, General Damages, Bank Liability
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Anthony Raymond Cordeiro
Plaintiff
Elaine Desa Cordiero
Plaintiff
Technology Today Ltd
Plaintiff
Adrian Noel Carvalho
Defendant
Arlet Dominica Caevalho
Defendant
I&M Bank Limited
Defendant
Jayantlal Jivaj Mepal Shah
Defendant
Mansukhlal Jivaj Mepal Shah
Defendant
Dilipkumar Jivaj Mepal Shah
Defendant
Procedural Posture
Civil Suit / Settlement of Issues Before Trial
Legal Issues
- 1 Did the 1st and 2nd defendants fraudulently procure themselves to be registered as shareholders in the 3rd plaintiff?
- 2 Did the registration of the 1st and 2nd defendants as majority shareholders impose fiduciary duties upon them?
- 3 Was the sale and transfer of LR NO. 1870/vi/145 by the 1st and 2nd defendants to the 4th, 5th and 6th defendants void for lack of legal capacity?
Ratio Decidendi
This ruling does not determine the substantive rights of the parties but settles the issues for trial. The court identifies the central questions regarding alleged fraudulent registration of shares, the validity of the transfer of LR NO. 1870/vi/145, the existence and breach of fiduciary duties, liability for mesne profits and damages, and the possible involvement of the 3rd defendant bank. The trial will resolve whether the 1st and 2nd defendants acted fraudulently, whether the subsequent property transfer was void, and whether the other defendants are liable for compensation. The court's approach ensures that all parties are aware of the matters to be addressed at trial, promoting...
Court Disposition
List of issues for trial settled; matter to proceed to hearing on the identified issues.
Orders
- The issues as set out by the court are adopted as the issues for trial.
- Parties to proceed to trial on the settled issues.
Full Case Text
Judgment text and source record
32 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA AT NAIROBI
COMMERCIAL AND ADMIRALTY DIVISION
CIVIL SUIT NO. 627 OF 2012
ANTHONY RAYMOND CORDEIRO...................1ST PLAINTIFF
ELAINE DESA CORDIERO..................................2ND PLAINTIFF
TECHNOLOGY TODAY LTD...............................3RD PLAINTIFF
-VERSUS -
ADRIAN NOEL CARVALHO............................1ST DEFENDANT
ARLET DOMINICA CAEVALHO...................2ND DEFENDANT
I&M BANK LIMITED.......................................3RD DEFENDANT
JAYANTLAL JIVAJ MEPAL SHAH................4TH DEFENDANT
MANSUKHLAL JIVAJ MEPAL SHAH...........5TH DEFENDANT
DILIPKUMAR JIVAJ MEPAL SHAH.............6TH DEFENDANT
RULING
ISSUES TO BE DETERMINED BY THE TRIAL
COURT AS DRAWN UP BY THE COURT
The parties to these proceedings have been unable to agree on the issues which arise from the pleadings. Therefore, before the trial can commence, and in order to enable the parties appreciate the scope of matters about which they need to lead evidence, it has become necessary for the Court to settle the List of Issues.
Here below are the said Issues:
1. Did the 1st and 2nd defendants fraudulently procure themselves to be registered as the holders of 1750 and 23, 249 shares, respectively, in the 3rd plaintiff?
2. Did the registration of the 1st and 2nd defendants as the majority shareholders in the 3rd plaintiff, impose fiduciary duties upon them?
3. Was the sale and transfer of LR NO. 1870/vi/145, by the 1st and 2nd defendants, to the 4th, 5th and 6th defendants void, for the lack of legal capacity on the part of the said 1st and 2nd defendants?
4. Should the 4th, 5th and 6th defendants be compelled to deliver up to the Registrar of Titles, the Transfer and Certificate of Title in L.R NO. 1870/vi/145, for cancellation of the transfer which was in favour of those defendants?
5. Are the 4th, 5th and 6th defendants liable to pay mesne profits to the 3rd plaintiff, with effect from 19th October 2011?
6. Are the 4th, 5th and 6th defendants liable to compensate the 3rd plaintiff by way of General Damages? If so, what is the quantum of the said damages?
7. If mesne profits or damages are awarded, should they attract interest? If so, at what rates and from what dates?
8. Did the 3rd defendant knowingly, (or at all), take part in the alleged unlawful sale of L.R NO. 1870/vi/145?
If so, is the 3rd defendant liable to compensate the plaintiffs or any of them?
9. Who should pay the costs of the suit, and to whom?
DATED, SIGNED and DELIVERED at NAIROBI, this 4th day of June 2018.
FRED A. OCHIENG’
J U D G E