https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/8822

Board of Directors Vetlab Sports Club & 9 others v Ouko & 4 others (Civil Case E320 of 2025) [2026] KEHC 8822 (KLR) (Civ) (28 May 2026) (Ruling) Neutral citation: [2026] KEHC 8822 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Law Courts) Civil Civil Case E320 of 2025 Sifuna Nixon, J May 28, 2026 Between The Board Of Directors Vetlab Sports Club 1st Plaintiff John Kariuki (Senior Vice Chairperson 2nd Plaintiff Eric Karuga (Golf Captain) 3rd Plaintiff Caroline Muguku (Lady Captain) 4th Plaintiff Joyce Wamucii (Director) 5th Plaintiff Rachel Ndei (Director) 6th Plaintiff Shitul Shah (Director) 7th Plaintiff Boniface Mungai (Director) 8th Plaintiff Elizabeth Ngethe (Director) 9th Plaintiff Allan Azegele (Chairperson) 10th Plaintiff and Jared Ouko 1st Defendant Beatrice Kamau 2nd Defendant and Directorate Of Veterinary Services 1st Interested Party Waweru Njuguna 2nd Interested Party 200 Members of Vetlab Sports Club 3rd Interested Party Ruling 1.This suit stems from a wrangle arising from the suspension of the Defendants from being officials of Vetlab Sports Club, a private Members Club based here in Nairobi. The suspension was by a letter dated 3rd October 2025. 2.The two subsequently filed an Appeal at the Sports Disputes Tribunal. Where they successfully challenged that suspension. A judgment that was delivered by the tribunal by its judgment delivered on 5th December 2025, overturned the said suspension. 3.Subsequently, this Court in its ruling delivered herein on 20th January 2026, held that the Tribunal lacked jurisdiction to adjudicate the dispute, as Vetlab Sports Club is not a Sporting Organization in terms of the Sports Act (Act No. 25 of 2013). 4.Since any act or decision undertaken by a court or other judicial organ without jurisdiction is a nullity ab initio, the Tribunal’s judgment and consequential reinstatement of the Defendants into office, was a nullity. Hence of no effect at all. 5.Before their suspension, the 2nd Defendant while still in office as Club Secretary, had issued a Notice for a Special General Meeting. They subsequently while on suspension proceeded to convene the said Meeting. 6.The Plaintiffs have in this suit argued that the Meeting was irregular and a nullity; for reason that it was convened at a time when the two were on suspension, and no longer officials of the Club. Further, that all the deliberations and resolutions adopted at that Meeting, including any elections and the adoption of a new Constitution, were a nullity. 7.The two Defendants are for their part contending that the Meeting was proper and valid. As that at the time they issued the Meeting Notice, they were still in office. Further that it is only that the Meeting itself that was convened and held at a time after the date of the said suspension letter. 8.In this suit filed vide the Plaint dated 13th November 2025, the Plaintiffs have complained that despite the two having been suspended from office, they continue holding themselves out as officials of the Club and continue to purport to exercise the functions of the offices of Vice Chair and Club Secretary, respectively. 9.Which the Plaintiffs in this suit allege to be causing confusion, undermining the smooth running of the Club and is likely to result in the total collapse of the Club. This suit has in its prayers sought the following reliefs:a.A declaration that the impugned Special General Meeting convened and held on 7th November 2025 by the Defendants, while under suspension from office, was unlawfully convened by persons lacking the legal authority to do so and is accordingly null and void ab initio.b.A declaration that any and all resolution purportedly passed at the said impugned Special General meeting held on 7th November 2025, including but not limited to any amendment to the Club Constitution and any consequential effects thereof are null and void ab initio.c.A declaration that all acts, decisions, and actions done or purportedly done by the Defendants unilaterally and/or in their official capacities, whether prior to or after their suspension by the Bord of Directors of the Plaintiff’s Club on 3rd October 2025, are in violation of the Club’s Constitution, are ultra vires, unlawful, null and void.d.A permanent injunction be issued restraining the Defendants, their servants agents, or any person acting at their behest/ instruction, from convening, organizing, holding or purporting to hold any meetings, including but not limited to any Special General Meeting or Annual General Meeting of the Plaintiffs’ Club or passing or seeking to enforce any resolutions, while under suspension from office and without the lawful resolution and/ or authority of the Club’s Board of Directors in accordance with the Club’s Constitution and applicable law.e.A permanent injunction be issued restraining the Defendants from acting as, presenting themselves, or holding themselves out as office bearers or authorized representatives of the Plaintiff’s Club in any capacity whatsoever during the period of their suspension, or in the absence of their lawful reinstatement by the Board of Directors acting in strict compliance with the Club’s Constitution.f.A declaration that any and all purported amendments to the Club Constitution or other resolutions passed at the impugned meeting of 7th November 2025, or at any other unlawfully convened meetings by the Defendants, are invalid, devoid of any legal effect, and incapable of conferring any rights, power, or obligations on any person or entity in relation to Club. 10.Filed together with that Plaint, is an Application also dated 13th November 2025. In which the Plaintiffs have sought the following interlocutory injunctive orders:1.(Spent).2.(Spent).3.That pending the hearing and determination of suit, a temporary injunction do issue, restraining the Defendants, their agents, servants, employees, or any person acting under their instruction from-a.Holding themselves out as Officials of Vetlab Sports Club’s Board of Directors;b.Convening, conducting, organizing, in any meetings of the Club, including but not limited to the scheduled Annual General Meeting of 10th December 2025, in the capacity of Club Officials;c.Implementing, acting upon, or giving any effect to the resolutions passed at the Special General Meeting of 7th November 2025;d.Transacting any business, incurring any liabilities, making any representations, or interfering in any way with the management and operations of Vetlab Sports Club.4.The costs of the Application. 11.The Defendants have opposed Application through the Replying Affidavit of the 1st Defendant, sworn on 17th November 2025. In which they have defended the said Meeting and its resolutions (including elections and amending of the Constitution). Arguing that the Meeting Notice was validly issued before the said suspension, and that in any case the suspension was subsequently set aside by the Sports Disputes Tribunal in its said judgment of 5th December 2025. 12.The Application thereafter proceeded by way of written submissions, that parties later highlighted. The Plaintiffs’ submissions are dated 25th November 2025. While those of the Defendants are dated 24th November 2025. 13.I have read the Application (together with its Supporting Affidavit), the Defendants’ Replying Affidavit, as well as the rival submissions of the parties. I have also considered the relevant legal provisions, and the applicable legal principles. 14.From their rival arguments and respective forts, this Court will in this suit, determine the validity of the impugned Meeting, as well as the fate of its proceedings. Including the fate of the actions taken at the Meeting and the resolutions adopted. 15.Specifically, (a) Whether as at that date the two had been suspended from office; (b) What the material date and (c) whether the two Defendants lacked the authority and legal capacity to convene the said meeting Where a club secretary who has issued a meeting notice is subsequently removed from office before the meeting date, can he or she on the scheduled date convene or proceed with the meeting? 16.Those will be determined at the trial. As this suit is yet to go to trial; and this is a pre-trial stage. Where this Court is dealing with an interlocutory Application for interlocutory reliefs. I am alive to legal principle that a court dealing with an interlocutory Application for interlocutory injunction, will as a general rule refrain from making a final determination on the subject matter of the suit itself. In my considered view however, that restraint is confined to a determination on the contested facts (facts in issue). 17.Matters on the legal validity, legality and legal effect of the Defendants reinstatement by the Sports Disputes Tribunal are not such pure matters of fact that should await trial. They are matters which are conjoined to the Tribunal’s judgment of 5th December 2025, hence inseparable from it. 18.The legal validity of which judgment, this Court (High Court of Kenya) in my ruling of 20th January 2026 (in this suit) and Aburili J’s judgment (in Nairobi High Court Judicial Review No. E427 OF 2025). Both decisions have held that the Tribunal lacked jurisdiction in the matter of that suspension. Aburili J has even quashed the said judgment for want of jurisdiction. 19.There being already judicial determinations on the legal validity of the said judgment of the Tribunal, there is estoppel by record, and the issues in this suit, as relate to the validity of the said judgment and its consequential orders, are already determined issues except on appeal. 20.This court cannot in this suit open them up later at trial and interrogate them in the hope of arriving at a different determination. They are judicially moot, as there is already a judicial determination on them, and there is no live controversy on them. 21.There is therefore no viable contest in this suit, on the validity of reinstatement order that was issued during the suspension. On the suspension, the issue in contest, is on the Tribunal’s purported lifting or setting aside, of the suspension. Whether by 7th November 2025 the date of the impugned Special General Meeting, the Defendants had resumed their offices of Vice Chair and Club Secretary of the Vetlab Sports Club. 22.The Plaintiffs have argued that once the Club Secretary was removed from office before the meeting date, she ordinarily and generally would cease to have the authority to exercise the powers of that office, or to discharge its functions. That, the cessation of authority would include the authority to perform any acts or exercise any authority attached to that office. 23.Which acts, to them, would include the power to call or convene the Club’s meeting; and also the convening any prior with prior scheduled meetings. Including those whose notices that were issued by her while still lawfully in office. They have maintained that this is because from the moment of suspension henceforth, one becomes a former office holder. 24.To them, once validly removed from office, former office holders, unlike current office holders, lack the authority and legal competence to perform the functions of those offices. Hence that any acts done by them in the purported performance of the duties or functions of those offices, are clearly ultra vires. Hence null and void ab initio, and of no legal effect. 25.Therefore one of the key issues in this suit, is whether the Meeting Notice was validly issued by the 2nd Defendant while she was still in office as Club Secretary; and whether that authority as Club Secretary to convene or proceed with the Meeting continued even after her suspension from office as Club Secretary. 26.Upon the Notice being issued by the 2nd Defendant while still holding the office and before her suspension from the office of Club Secretary, that Meeting Notice was valid and remained valid. However, after her suspension from that office, and if the suspension is valid, she would, unless reinstated by a lawful judicial order, become a former Club Secretary, and ordinarily lose authority to continue performing the functions of that office, or continue to act as Secretary. Including convening the said meeting. Unless the Club’s Board or Management Committee ratified or adopted the Notice and the Meeting. 27.The Plaintiffs have contended that upon being validly suspended from office, that Meeting could ordinarily only be convened by the remaining officials, or any acting Club Secretary as would have been lawfully appointed by the Club’s Board under the Club’s Constitution. That unless reinstated by a lawful judicial order. 28.They contend that the Club’s Board did not ratify the Meeting; and that the orders issued by the Sports Appeal Tribunal reinstating them into office having been issued without jurisdiction, were of no legal effect. 29.Therefore that Meeting, its proceedings, as well as all the acts performed at the Meeting and all the resolutions adopted at the Meeting, including the amending of the Club’s Constitution and the purported holding of any elections, would unless the suspension was subsequently rescinded by the same Board, or lifted by a lawful judicial order, be a nullity ab initio. 30.In the ruling I delivered in this suit on 20th January 2026 while dismissing the Defendants’ Preliminary Objection to this Application, I held that Vetlab Sports Club not being a “Sports Organization” under the Sports Act (Act No. 25 of 2013), the Sports Disputes Tribunal lacked jurisdiction to entertain the dispute of the suspension of these two officials from office. Hence that their reinstatement into office by the Tribunal, was null and void, and of no legal effect at all. Meaning the two, have remained suspended to date. 31.In a judgment later delivered on 22nd April 2026 in Nairobi High Court Judicial Review Application No. E 427 OF 2025, Aburili J, similarly held, and proceeded to quash the Tribunal’s said decision and orders of 5th December 2025 in Sports Disputes Tribunal Sports Case No. E080 OF 2025 Jared Ouko Olang'o & Another V, Allan Azegele & 9 Others. 32.The import of these two High Court decisions is that the said Jared Ouko Olang'o and Beatrice Kamau, had been suspended from their offices as Club Vice Chairman and Club Secretary respectively. Hence as at the date of convening the said Meeting, they had not been validly or lawfully reinstated to those offices; and therefore lacked the authority to convene or proceed with that Meeting. 33.As for the validity of their suspension, the forum the Defendants preferred to take that challenge to, was the Sports Disputes Tribunal. Which this Court (Aburili J and I) held lacked jurisdiction; and judgment was quashed by Aburili J in the judicial review. 34.On whether this Application has met the threshold set in Giella v. Casman Brown [1973] 358, I find that the Plaintiffs have established that they have a prima facie case. with high chances of success. They have further demonstrated that there is a likelihood of harm to the Club’s Management and internal operations. Which to them is resultant from the Special General Meeting, from the Meeting’s Amending of the Constitution, and from the other resolutions adopted at it- including any purported elections. 35.The Plaintiffs also argued that the current state of affairs. Of confusion and uncertainty in the leadership and management of the Club, puts the Club in danger of collapse. That this is likely to occur unless interventional conservatory orders of an injunctive nature, are issued. They have submitted that such harm cannot be compensated by way of damages. 36.I also find that even the balance of convenience in terms of the comparative prejudice to the Plaintiffs and to the Defendants and even the Interested Parties comprising the Club’s general membership, is in favour of granting the injunctive orders sought in this Application. 37.The Application having met the threshold set out in Giella, I am persuaded to grant interlocutory injunctive orders at this stage. Orders 38.This Application is hereby allowed and interlocutory orders issued in following terms:1.That Pending the hearing and determination of this suit, a temporary injunction is hereby issued, restraining the Defendants, their Agents, their Servants, employees, and any persons acting under their instruction, from-a.Holding themselves out as Officials of Vetlab Sports Club’s Board of Directors;b.Convening, conducting, organizing, in any meetings of the Club in the capacity of Club Officials;c.Implementing, acting upon, or giving any effect to the resolutions passed at the impugned Special General Meeting of 7th November 2025;d.Transacting any business, incurring any liabilities, making any representations, or interfering in any way with the management and operations of Vetlab Sports Club.2.That Pending the hearing and determination of this suit, all the resolutions adopted at the impugned Special General Meeting of 7th November 2025, including any elections, amendments to the Club’s Constitution, the adopting of a new Constitution, are hereby stayed and/or suspended.3.The Defendants shall pay the costs of this Application. DATED AND DELIVERED AT NAIROBI VIRTUALLY ON THIS 28TH DAY OF MAY 2026.PROF (DR) NIXON SIFUNAJUDGE