Directline Assurance Co Ltd v Royal Media Services Ltd & 3 others (Civil Case E199 of 2025) [2026] KEHC 9419 (KLR) (Civ) (25 June 2026) (Ruling)

Directline Assurance Co Ltd v Royal Media Services Ltd & 3 others (Civil Case E199 of 2025) [2026] KEHC 9419 (KLR) (Civ) (25 June 2026) (Ruling) Neutral citation: [2026] KEHC 9419 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Law Courts) Civil Civil Case E199 of 2025 JN Mulwa, J June 25, 2026 Between Directline Assurance Co Ltd Plaintiff and Royal Media Services Ltd 1st Defendant Royal Credit Ltd 2nd Defendant Dr Samuel Kamau Macharia 3rd Defendant Purity Gathoni Macharia 4th Defendant Ruling 1.What is presently before the Court for determination are three (3) motions. The motions dated 29/07/2025 and 25/09/2025 were filed by Directline Assurance Co. Ltd (hereafter Plaintiff) and the motion dated 11/09/2025 filed by Royal Media Services Ltd, Royal Credit Ltd, Dr. Samuel Kamau Macharia and Purity Gathoni Macharia (hereafter the 1st, 2nd 3rd & 4th Defendants). 2.For ease of reference the Court will hereafter refer to the motions as, the Plaintiff’s 1st & 2nd motion and the Defendants motion, respectively. 3.The Plaintiff’s 1st motion dated 29/07/2025 is brought pursuant to Section 63(e) of the Civil Procedure Act (CPA) and Order 40 Rule 2 of the Civil Procedure Rules (CPR) and seeks inter alia the following orders-;i.Spentii.Spentiii.Spentiv.Spentv.That pending hearing and determination of this suit, an order of injunction be issued, restraining the 1st defendant whether by itself, its employees, agents, affiliates or any of its media outlets including but not limited to its television channels, radio stations, digital publications, websites, and social media platforms from broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the plaintiff including but not limited to the false allegations particularized below:a.The insurance covers issued by the plaintiff are invalid and will not be settled by the plaintiff.b.The plaintiff's CR 12 is fraudulent.c.There are illegal shareholders or directors currently managing the plaintiff.d.The 2nd defendant is the majority shareholder of the plaintiff.e.The plaintiff has only three shareholders namely the 2nd, 3rd and 4th defendants.f.The board of directors of the plaintiff have mismanaged or stripped the assets and misappropriated its funds.g.There is a corrupt and fraudulent scheme to sell the plaintiff's shares and to defraud the public of its money.vi.That pending the hearing and determination of this suit, an order of injunction be issued, restraining the 2nd, 3rd and 4th defendants whether by themselves, their employees, servants, agents and/or any other persons acting jointly or in concert with the 1st defendant, from facilitating, or otherwise causing the broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the plaintiff including but not limited to the false allegations particularized below:a.The insurance covers issued by the plaintiff are invalid and will not be settled by the plaintiff.b.The plaintiff's CR 12 is fraudulent.c.There are illegal shareholders or directors currently managing the plaintiff.d.The 2nd defendant is the majority shareholder of the plaintiff.e.The plaintiff has only three shareholders namely the 2nd, 3rd and 4th defendants.f.The board of directors of the plaintiff have mismanaged or stripped the assets and misappropriated its funds.g.There is a corrupt and fraudulent scheme to sell the Plaintiff's shares and to defraud the public of its money.i.That the application be admitted for hearing during the court's vacationii.That the hearing of the main suit be fast tracked.iii.That the costs of this application be awarded to the plaintiff. 2.The motion is premised on grounds found and amplified in the supporting affidavit sworn on 28/07/2025 by Kenneth Maina Ndura who cites being a director of the Plaintiff duly authorized to depose the affidavit in support.3.The Defendants oppose the Plaintiff’s 1st motion by way of Grounds of Opposition dated 30/08/2025. 4.The Defendants motion dated 11/09/2025 is brought pursuant to Section 1A, 1B, 3A & 6 of the Civil Procedure Act (CPA), Order 2 Rule 15 and Order 51 Rule 1 & 3 of the Civil Procedure Rules (CPR) and seeks inter alia the following orders-i.That the Court be pleased to discharge the injunction granted on 31/07/2025.ii.That this Court be pleased to strike out the Plaintiff’s suit.iii.That as an alternative to Prayer 2, this Court be pleased to stay further proceedings herein until the following suits are heard and determined.a.Milimani HCC Comm. No. E328 of 2024 Directline Assurance Company Ltd -v- Samuel Kamau Macharia & 14 others:b.Milimani HCC Comm. Misc. No. E250 of 2021: Company Ltd & 4 others -v- Philip Aliker & 14 others: Directline Assurancec.Milimani HCC Comm. Misc. No. E509 of 2022: Sureinvest Company Ltd & others -v- Royal Media Services, Royal Credit Ltd, Samuel Kamau Macharia and Purity Gathoni Macharia: andd.Insurance Appeals Tribunal Appeal No. 4 of 2024: AKM Investments Ltd and Janus Ltd -v- Commissioner of Insurance, Insurance Regulatory Authority, Royal Credit Ltd Samuel Kamau Macharia Purity Gathoni Macharia Sureinvest Company Ltd and Triad Networks Ltdiv.That the costs of the motion be provided for. 5.The motion is premised on grounds found and amplified in the supporting affidavit sworn on even date by Samuel Kamau Macharia, who cites being the husband to the 4th Defendant and together are shareholder/directors of the 1st and 2nd Defendant thus is duly authorized to plead and depose the affidavit in support. 6.The Plaintiff opposes the Defendants motion by way of Grounds of Opposition dated 03/10/2025 and a Replying affidavit deposed by Kenneth Maina Ndura of even date. 7.Shortly thereafter the Plaintiff filed its 2nd motion dated 25/09/2025 brought pursuant to Order 40 Rule 3 of the Civil Procedure Rules (CPR) seeking inter alia the following orders;i.Spentii.That the 1st and 2nd Defendants be convicted of contempt and their property be attached and sold for disobeying the orders on 30/07/2025.iii.That the 3rd and 4th Defendant be convicted of contempt and committed to civil jail for a term not exceeding six (6) months for disobeying the Court order given on 30/07/2025, in the alternative their property be attached and sold for disobeying the orders given on 30/07/2025.iv.That the Nairobi County Police Commander and or the Officer Commanding Central Police Station be directed to enforce the warrants of arrest to be issued by this Court.v.That the Court issue any such or further punitive orders as may be necessary for the ends of justice to be met and towards the protection of the dignity and authority of the Court.vi.That the costs of this application be awarded to the Plaintiff. 8.The motion is premised on grounds found and amplified in the supporting affidavit of even date and a further affidavit dated 17/12/2025, both sworn by Kenneth Maina Ndura. 9.The Defendants oppose the Plaintiff’s 2nd motion by way of a Preliminary Objection dated 05/11/2025. 10.Directions were taken on disposal of the three (3) motions by way of written submissions. The parties duly complied. That said, upon review of the motions, consideration of the rival affidavit material and submissions, the Court postulates that the sequence of issues for determination concern -:a.Whether the Court ought to discharge the injunctive orders granted on 30/07/2025?b.Whether the Court ought to strike out the suit and or stay any further proceedings in the instant matter?c.Whether the Court ought to grant an order of injunction restraining the Defendants by themselves, its employees, servants, agents, affiliates or any of its media outlets, or any other persons acting jointly or in concert, from facilitating, or otherwise causing the broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the Plaintiff?d.Whether the Defendants are in contempt of this Court’s orders issued on 30/07/2025 and whether they ought to be convicted of the said contempt?e.Who ought to bear the costs of the respective motion(s)? Whether the Court ought to discharge the injunctive orders granted on 30/07/2025? 11.The history of the matter as can be garnered from the record is as follows. The Plaintiff filed suit dated 29/07/2025 founded on the tort of defamation seeking various reliefs as against the Defendants. Alongside the said suit, the Plaintiff filed a motion under urgency, on even date, equally seeking varied interlocutory reliefs pending hearing and determination of the motion and suit. 12.Upon presentation of the latter motion, this Court considered the same and proceeded to issue ex parte orders on 30/07/2025 as follows-;“Upon the matter coming up on 30/07/2025 for directions on the notice of motion dated 29/07/2025 before Honorable Justice J. Mulwa.Upon reading and consideration of the motion and supporting affidavit.It is hereby ordered. 1.That the motion shall be served and return for inter partes hearing on 25/09/2025. 2.That in the interim, prayer number 3 and 4 are granted. 13.It is on premise of the above order that the Defendants filed their motion dated 11/09/2025 seeking to have above orders discharged. In presenting their motion, the Defendants cite among others, Section 3A of the CPA which specifically reserves “the inherent power of the court “to make such orders as may be necessary for ends of justice or to prevent abuse of the process of the court”. To wit, this Court’s inherent powers was judiciously addressed by the Court of Appeal in Rose Njoki Kingau & another v Shaba Trustees Limited & another [2010] KECA 87 (KLR) and requires no restatement. 14.At the outset it necessitates that it be stated that the Defendants vide their motion have thrown at the Court a raft of orders for its consideration, which in my estimation appears to be an omnibus attempt to litigate various reliefs with the hope one would be successful. 15.The above apprehension ex facie appears in the motion wherein the Defendants plead facts alongside caselaw, which essentially muddles the flows of the issues, in my view. The latter is a practice that the Court regularly sees parties adopt or undertake, of which must be frowned up. 16.The aforestated reservation is not hollow given the settled position within our jurisdiction that pleadings are not submissions, and vice versa. As to the importance of properly drafted pleadings, the Court of Appeal in JTG Enterprises Limited v China Gezhouba Group & Another [2024] KECA 596 (KLR) positioned it that proper, clear, and precise drafting of pleadings is indispensable to the administration of justice whereas pleadings that are ambiguous, confusing, or omnibus in nature impede the Court's ability to identify the issues and remedies sought and may undermine or even defeat an otherwise meritorious case. In the end, the Court urged that parties are expected to draft pleadings with meticulous care and precision. 17.It is apparent that what is presently for determination are the substantive relief(s) in the Plaintiff’s motion dated 29/07/2025. Whether Court ought to strike out the suit and or stay any further proceedings in the instant matter? 18.Here, the Court proposes to contemporaneously deal with the twin question as framed above. In urging the Court to strike out the Plaintiff’s suit and stay the instant proceedings, the Defendants place reliance on Section 6 of the CPA and Order 2 Rule 15 of the CPR which provides that-;(1)At any stage of the proceedings the court may order to be struck out or amended any pleading on the ground that—(a)it discloses no reasonable cause of action or defence in law; or(b)it is scandalous, frivolous or vexatious; or(c)it may prejudice, embarrass or delay the fair trial of the action; or(d)it is otherwise an abuse of the process of the court,And may order the suit to be stayed or dismissed or judgment to be entered accordingly, as the case may be.(2)No evidence shall be admissible on an application under sub rule (1)(a) but the application shall state concisely the grounds on which it is made.(3)So far as applicable this rule shall apply to an originating summons and a petition. 19.Meanwhile, Section 6 of the CPA provide that-;No court shall proceed with the trial of any suit or proceeding in which the matter in issue is also directly and substantially in issue in a previously instituted suit or proceeding between the same parties, or between parties under whom they or any of them claim, litigating under the same title, where such suit or proceeding is pending in the same or any other court having jurisdiction in Kenya to grant the relief claimed. 20.Concerning striking out of pleadings, the Court of Appeal in Cooperative Merchant Bank Ltd v George Fredrick Wekesa Civil Appeal No. 54 of 1999 as cited with approval in Jubilee Insurance Co. Ltd v Grace Anyona Mbinda [2016] eKLR, observed that-;“The power of the court to strike out pleadings under Order 6 Rule 13 (1) (b) (c) & (d) is discretionary ……….. Striking out a pleading is a draconian act, which may only be resorted to, in plain cases. Whether or not a case is plain in a matter of fact….” 21.In Kivanga Estates Limited v National Bank of Kenya Limited [2017] KECA 591 (KLR) the same Court echoed the decision in D.T. Dobie & Company (Kenya) Ltd v Muchina [1982] eKLR stating that -;“It is not for nothing that the jurisdiction of the court to strike out pleadings has been described variously as draconian, drastic, discretionary, a guillotine process, summary and an order of last resort. It is a powerful jurisdiction capable of bringing a suit to an end before it has even been heard on merit. Yet a party to civil litigation is not to be deprived lightly of his right to have his suit determined in a full trial. The rules of natural justice require that the court must not drive away any litigant from the seat of justice, without a hearing, however weak his or her case may be. The flip side is that it is also unfair to drag a person to the seat of justice when the case against him is clearly a non-starter. The exercise of the power to strike out pleadings must balance these two rival considerations … Striking out a pleading though draconian, the Court will in its discretion resort to it, where, for instance the court is satisfied that the pleading has been brought in abuse of its process or where, it is found to be scandalous, frivolous and vexatious”.See also: - Crescent Construction Co. Ltd v Delphis Bank Ltd [2007] KECA 500 (KLR) 22.In urging the Court to strike out the Plaintiff’s suit, what I garner to be the Defendants position via Samuel Kamau Macharia deposition-; is that the suit was instituted without the authority of the Company’s lawful shareholders; that the suit discloses no reasonable cause of action given that the publications complained of are protected by Article 33 of the Constitution; and that there is pending litigation over the Plaintiff’s directorship in other courts. 23.Meanwhile, the Plaintiff’s summarized riposte to the above concerns via Kenneth Maina Ndura deposition on 03/10/2025, that the present suit was duly instituted by counsel who had authority of the Plaintiff’s board of directors, which board was lawfully constituted by an order of this High Court issued on 17/12/2024. 24.In my view, the Defendants agitation to have the Plaintiff's suit struck out appears to anchor on the question of locus standi of the directors, particularly as may relate to Kenneth Maina Ndura instituting the instant suit and accompanying application. Black’s Law Dictionary, Tenth Edition defines locus standi as ……the right to bring an action or to be heard in a given forum.” 25.The Court of Appeal in James Teko Lopoyetum v Rose Kasuku Watia & 4 others [2021] eKLR reiterated its decision in Alfred Njau & 5 others vs. City Council of Nairobi [1983] eKLR where it held:“The term locus standi means a right to appear in Court and, conversely, as is stated in Jowitt’s Dictionary of English Law, to say that a person has no locus standi means that he has no right to appear or be heard in such and such a proceeding.” 26.In Sheila Nkatha Muthee v Alphonce Mwangemi Munga & Others & Another [2016] KECA 577 (KLR) it was held that:“Locus standi is a primary point of law almost similar to that of jurisdiction since the lack of capacity to sue renders the suit incompetent.” 27.It is trite that locus standi goes to the core of jurisdiction, to wit, the famous words of Nyarangi. JA (as he then was) in the locus classicus case of Owners of the Motor Vessel “Lillian S” that “…..jurisdiction is everything. Without it, a Court has no power to make one more step….” still rings true. 28.A cursory review of the annexures attached to the Defendants affidavit material and Plaintiff’s response, among them, is pleadings in Nairobi Milimani HC. Comm. E328 of 2024, of which I note, concerns issue(s) over the lawful shareholders/directors of the Plaintiff. I equally gather from the Plaintiff’s response that an order was issued by the High Court on 17/12/2024 in the above matter, to the effect -;“ 1.That the Plaintiff’s interim Board of Directors currently consisting of Tom Otieno Odongo, Titus Muthua Karanja, Robinson Maina Mwangi and Kenneth Maina Ndura be and is hereby deemed as having been fully constituted . 2.…3.………….” 29.The Defendants have made heavy weather of the issue of locus standi yet have not evinced any material demonstrative of the fact that the above order was set aside, reviewed and or appealed. As is, going by the aforecaptioned order Kenneth Maina Ndura, is a director of the Plaintiff. And thus with all intents and purposes has the requisite locus standi to institute the suit and pleadings on behalf of the Plaintiff. The same goes for other persons equally captured as interim board members of the Plaintiff. 30.While it is not in dispute on the ongoing and or pending litigation as to whom the Plaintiff’s rightful shareholders and or directors are, the obtaining position pending determination of the suit in Nairobi Milimani HC. Comm. E328 of 2024 is that Tom Otieno Odongo, Titus Muthua Karanja, Robinson Maina Mwangi and Kenneth Maina Ndura currently constitute the Plaintiff’s interim Board of Directors. 31.Therefore, the Defendants objection as to locus and the argument that the suit discloses no cause of action on the premise of ongoing litigation over the Plaintiff’s lawful shareholder or directors, does fly in the face of the order issued in Nairobi Milimani HC. Comm. E328 of 2024, that has yet to be either reviewed, set aside, appealed or vacated. On whether the Court ought to stay any further proceedings in the instant matter pending hearing and determination of Milimani HCC Comm. No. E328 of 2024, Milimani HCC Comm. Misc. No. E250 of 2021, Milimani HCC Comm. Misc. No. E509 of 2022 and Insurance Appeals Tribunal Appeal No. 4 of 2024? 32.As earlier pointed out, it would seem that the said relief is anchored on the doctrine of Sub Judice.The Supreme Court in Kenya National Commission on Human Rights v Attorney General; Independent Electoral & Boundaries Commission & 16 others (Interested Parties) [2020] KESC 54 (KLR) held that Sub Judice constituted -; there being more than one suit over the same subject matter; that one of the suit being instituted before the other; that matters in question are pending before Courts of competent jurisdiction; and that the matters are between the same parties or their representatives. 33.Further, is a of plea based on Res Judicata, it is this Court’s reasoned deduction that the ingredients on a plea based on Sub Judice must be read conjunctively, with the key instrumental issues for consideration concerning whether the suit or issue(s) in question are pending before another Court of competent jurisdiction. 34.By the Defendants affidavit material in support of staying the present proceedings, Samuel Kamau Macharia contends that there are four other pending suits in which the Plaintiff’s shareholding is already in dispute. The Plaintiff’s summarized retort through Kenneth Maina Ndura’s response is that the subject matters cited by the Defendants are distinct and different from the present suit, to wit, any determination arising from the said matters would not solve the issues in controversy in the present suit. 35.Elsewhere in this ruling, I pointed out that the Plaintiff’s suit is premised on a cause of action founded on defamation in which the Plaintiff seeks among other orders a permanent & mandatory injunction, general damages, exemplary damages, inter alia, all as against the Defendants. Whereas, I garner from Milimani HCC Comm. No. E328 of 2024, Milimani HCC Comm. Misc. No. E250 of 2021, Milimani HCC Comm. Misc. No. E509 of 2022 and Insurance Appeals Tribunal Appeal No. 4 of 2024, as evinced in the rival affidavit material, while the the Plaintiff is a common party in the aforestated matters, it would seem that the disputes therein revolve around the Plaintiff’s directorship, ownership and representation between the Plaintiff’s minority and majority shareholders. 36.Patently, given the distilled ingredients in Kenya National Commission on Human Rights (supra), while it is apparent there is more than one suit filed prior to the instant matter involving the Plaintiff and pending before other Courts of competent jurisdiction, the said suits do not concern the same subject matter to the instant suit, They are not necessarily between the same parties or their representatives. Therefore, the Defendants plea on Sub judice, over the instant suit, is not on all fours with the exhortation in Kenya National Commission on Human Rights (supra), to wit, it is this Court’s unreserved determination that the plea ought to fail. Whether the Court ought to grant an order of injunction restraining the Defendants by themselves, its employees, servants, agents, affiliates or any of its media outlets, or any other persons acting jointly or in concert, from facilitating, or otherwise causing the broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the Plaintiff pending hearing and determination of the suit? 37.In urging the Court to grant injunctive orders pending determination of the suit, the Plaintiff relies on Section 63(e) of the CPA and Order 40 of the CPR. As concerns, the principles governing the grant of an interlocutory injunction, the same has since long been settled in Giella v Cassman Brown & Co. Ltd [1973] EA 358. I need not repeat them here.Restating the settled position in the Giella case, the Court of Appeal in Cheserem v. Immediate Media services [2000] 2 EA 371 while addressing itself on the principles for the grant of injunctions in defamation cases added that the applicant has to satisfy the triple requirement of -:a.Establishing his case only at a prima facie level.b.Demonstrating irreparable injury if a temporary injunction is not granted and;c.Assuage any doubts as to (b) by showing that the balance of convenience is in his favour. 38.The Court of Appeal in Nguruman Limited v Jan Bonde Nielsen & 2 others [2014] KECA 606 (KLR) restated the principles governing the grant of interlocutory injunctions as enunciated in Giella’s case and observed that the role of the Judge dealing with an application for interlocutory injunction is merely to consider whether the application has been brought within the said principles.In addition, the Court stated that the three (3) conditions apply separately as distinct and logical hurdles to be surmounted sequentially by an applicant. That is to say, that the applicant who establishes a prima facie case must further establish irreparable injury, being injury, for which damages recoverable could not be an adequate remedy. And where the Court is in doubt as to the adequacy of damages in compensating such injury, the Court will consider the balance of convenience. Finally, where no prima facie case is established, the Court need not investigate the question of irreparable loss or balance of convenience. 39.Further, the Court in Cheserem (supra) particularly addressed itself as follows concerning granting of an interlocutory injunction in defamations cases -:“……in defamation cases those conditions operate in special circumstances. Those conditions have to be applied together with the special law relating to the grant of injunction in defamation cases where the Court’s jurisdiction to grant an injunction is exercised with the greatest caution so that an injunction is granted only in the clearest possible cases. The Court must be satisfied that the words or matter complained of are libelous. It must be satisfied that the words are so manifestly defamatory that any verdict to the contrary would be set aside as perverse…………………..From the authorities and the law, I considered in the case of Francis P Lotodo, I found that defamation cases are special actions as far as the granting of injunctions is concerned. This is because generally and basically, actions or cases of defamation bring out a conflict between private interest and public interest, and this is more so in Kenya where we have the country’s Constitution which has provisions to protect fundamental rights and freedoms of the individual including the protection of freedom of expression”. 40.As to what constitutes a prima facie case with a probability of success, is one that a Court would conclude upon material presented before it, that there exists a right that has been violated or infringed by the opposite party that calls for explanation as held in the Mrao v. First American Bank of Kenya Ltd & 2 others [2003] eKLR. The aforestated decisions have been reaffirmed and applied by superior Courts in innumerable subsequent decisions.By the Plaintiff’s affidavit material, the gist of Kenneth Maina Ndura’s deposition is that there exists a shareholder conflict following the death of the Plaintiff's chairman whereas the Defendants are minority shareholders who have persistently challenged the Plaintiff's corporate control despite an arbitral award, decisions of the Registrar of Companies and subsequent Court orders recognizing the majority shareholders' control and the Plaintiff's management structure. 41.The Plaintiff goes on to contend that between September 2024 and July 2025 the Defendants engaged in a sustained campaign on television broadcasts, online publications and advertisements falsely portraying the Plaintiff, as having ceased operations, issued invalid insurance policies, maintained a fraudulent CR12, been controlled by unlawful shareholders and directors, stripped company assets, and engaged in fraudulent share transactions. 42.That the said publications were false, malicious and made despite the Defendants' knowledge of the arbitral award, the Registrar's decision, the Insurance Regulatory Authority's public clarification, and subsisting Court orders. It is further contended that the publications were deliberately disseminated through multiple media platforms and languages to maximize public reach, damage the Plaintiff's reputation, undermine confidence in its business, interfere with its commercial operations, discourage customers and investors, and cripple its business. 43.The deponent concludes that the Defendants' continued publications have caused substantial reputational harm, operational disruption, financial loss and a significant decline in the Plaintiff's market share. That, notwithstanding demand letters requiring the Defendants to cease publication, apologize and retract the impugned statements, the Defendants have refused to do so and have demonstrated an intention to continue publishing similar material. On that basis, the Court ought to grant the interlocutory injunctive relief(s) sought to restrain any further defamatory broadcasts or publications pending the hearing and determination of the suit. 44.In response to the above, the Defendants opted to file grounds of opposition dated 30/08/2025. This Court has repeatedly adopted the exhortation in Blue Thaitian SRL (Owners of the Motor Yacht ‘Sea Jaguar’) v Alpha Logistics Services (EPZ) Limited [2022] KECA 1240 (KLR) wherein it was observed that the effect of filing grounds of opposition in response to an application, confines a party to issues of law and legal arguments only. 45.A cursory review of the Defendants grounds of opposition, it is apparent that it exceeds its scope and goes into numerous assertions that are plainly factual and would ordinarily require evidentiary proof by way of affidavit material. The only applicable and relevant legal position canvassed, aside from the absence of a cause of action, Sub Judice and abuse of the process of the Court, is that the Plaintiff’s motion dated 29/07/2025 fails to satisfy the test in Giella’s case. 46.With above in reserve, the Court has taken the liberty of reviewing the transcript of the impugned publications set out in part at Paragraph 11, 21, 24, 26 & 38 of the Plaintiff’s supporting affidavit. Taken together the gist of the above publications appear to convey the position that the Plaintiff’s current shareholders and directors are illegitimate; that the CR12 and corporate records are fraudulent or unlawfully altered; that the Plaintiff is being managed illegally and dishonestly; that the Plaintiff’s business operations, insurance policies and corporate decisions cannot be trusted or relied upon; and that the public, customers, investors, regulators and financial institutions should refrain from dealing with the Plaintiff. 47.I agree with the Plaintiff, ex facie the impugned broadcast and or publications create a negative imputation and or outlook of the Plaintiff and or its business. The aforestated notwithstanding there presently exists Court orders pertaining the Plaintiff’s interim Board of Directors, approval of the Plaintiff’s directors by the Plaintiff’s regulator, regulator reports and a press release by the Plaintiff’s regulator on the status and business of the Plaintiff. 48.The Plaintiff therefore asserts that the impugned publications were false, actuated by malice given the repeated broadcasts or publications, unlawfully interfering with the Plaintiff’s economic interests while continuing to harm and or dent its reputation hence the necessity to grant the said interlocutory reliefs. 49.While the evidence of the respective parties will be fully tested at the trial, the duty lay even at this stage with the Defendants to furnish a shard of tangible material tending to support its intended defence of truth, justification, constitutional guarantee and or fair comment.In Mshindi & another v Ngenye [2024] KECA 1332 (KLR), the Court of Appeal referenced the decision emanating from the Supreme Court of Canada in Wilradeolia v Simpson (2008) SCC 40 wherein the Court succinctly set out the requirements for a statement to be regarded as fair comment, as follows, that“ 39.……..:“ a.The comment must be on a matter of public interest.The comment must be based on fact.b.The comment though it can include inferences of fact must be recognizable as a comment.c.The comment must satisfy the following objective test: could any person honestly express that the opinion on the proved facts.d.Even though the comment satisfies the objective test, the defence can be deflated if the plaintiff proves that the defendant was actuated by express malice” The defence of fair comment will therefore, avail where comments are made and not statements of fact. The comments so made must be on matters that are of public interest and the facts upon which the comments are based must be true, or substantially true.” 50.Subsequently, Gatembu,JAin Munene v Gisesa & another [2025] KECA 2115 (KLR) while equally addressing himself to the defence of fair comment, cited the Supreme Court of England decision of Spiller vs. Joseph [2010] UKSC 53; [2011] 1 A.C.852 observed that-;“6 …….the elements that a person relying on the defence of fair comment needs to establish thus: the comment must be on a matter of public interest; the comment must be recognizable as comment, as distinct from an imputation of fact; the comment must be based on facts which are true or protected by privilege; the comment must explicitly or implicitly indicate, at least in general terms, the facts on which it is based; and the comment must be one which could have been made by an honest person, however prejudiced he might be, and however exaggerated or obstinate his views. 51.Notably and in my estimation, the circumstances in which the publications are made could lead to a suggestion of malice. That said, the Plaintiff has equally deposed that despite demand, the Defendants have refused to withdraw, retract and or apologize the impugned statements meanwhile have demonstrated an intention to continue publishing. 52.In Phineas Nyagah v Gilbert Imanyara [2013] eKLR the Court held that;“Malice here does not necessarily mean spite or ill will but recklessness itself may be evidence of malice. Evidence of malice may be found in the publication itself if the language used is utterly beyond or disproportionate to the facts.….malice may also be inferred from the relationship between the parties before or after the publication or in the conduct of the defendant in the course of the proceedings. Courts should however be slow to draw the inference that a defendant was so far actuated by improper motives as to deprive him of the protection of privilege unless they are satisfied that he did not believe that what he said or wrote was true or that he was indifferent to its truth or falsely.” 53.At this juncture, the Court is wary of saying more concerning this matter, for the obvious reason that it may prejudice the trial. While the Court is alive and is duty bound to champion the competing rights in Article 34 that guarantees the freedom of the media whereas Articles 25 and Articles 31 protect the inherent dignity of every person and the right to privacy, suffice to say, it would appear that the Plaintiff has demonstrated a prima facie case. And at the risk of repetition, the Defendants offered no deflection on the issue. In the end, the assertions made by each party will be determined through evidence at the trial. 54.Therefore, without addressing the issues further it would seem that the Plaintiff has also jointly established the potential of suffering irreparable harm with the balance of convenience tilting in its favour to warrant granting of temporary order of injunction. Thus, the Court is convinced that the Plaintiff has demonstrated that it is deserving of the reliefs sought while keeping in mind that it would be a grave injustice to interfere with freedom of the expression, which should be exercised in very extreme circumstances particularly at the interlocutory stage of proceedings. Whether the Defendants are in contempt of this Court’s orders issued on 30/07/2025 and whether they ought to be convicted of the said contempt? 55.As concerns the question of contempt, the Plaintiff’s position is more or less resolute on the issue. Nevertheless, as earlier captured in this ruling, in urging the Court to find the Defendants in contempt the Plaintiff places reliance on Order 40 Rule 3 of the CPR, which provides that: -“In order to prevent the ends of justice from being defeated, the Court may, if it is so prescribed—(a)……..(b)……..(c)grant a temporary injunction and in case of disobedience commit the person guilty thereof to prison and order that his property be attached and sold;(d)…….(e)……. 56.Arising from the declaration of unconstitutionality of the Contempt of Court Act, ordinarily applications for contempt are brought pursuant to Section 5 of the Judicature Act, which provides that; -(1)The High Court and the Court of Appeal shall have the same power to punish for contempt of court as is for the time being possessed by the High Court of Justice in England, and such power shall extend to upholding the authority and dignity of subordinate courts.(2)An order of the High Court made by way of punishment for contempt of court shall be appealable as if it were a conviction and sentence made in the exercise of the ordinary original criminal jurisdiction of the High Court.” 57.However, before I proceed any further it is necessary that I address certain preliminary issues raised by the Defendants in their response to the Plaintiff’s motion dated 25/09/2025. In response to the latter motion seeking to find the Defendants in contempt, they opted to file a preliminary objection dated 05/11/2025. Order 51 Rule 14 (1) of the CPR recognizes the modus, to wit, a party may oppose an application, a preliminary objection being amongst one of the said modus. In my view, likewise to the exhortation in Blue Thaitian SRL (Owners of the Motor Yacht ‘Sea Jaguar’) (supra) as may concern the effect of filing grounds of opposition in response to an application, I reasonably believe that by filing a preliminary objection, it equally confines a party to issues of law and legal arguments only. 58.Having stated the above, as to the nature of a Preliminary Objection (PO), the same has since been settled within our jurisdiction in the celebrated decision of Mukisa Biscuits Manufacturing Company Ltd. See also-: Oraro v Mbaja (2005) KLR 141. Meanwhile, the Court of Appeal in Kigwor Company Limited v Samedy Trading Company Limited [2021] KECA 810 (KLR) cited with approval the decision of the Supreme Court in Independent Electoral & Boundaries Commission v Cheperenger & 2 others [2015] KESC 2 (KLR) where the latter court emphasized that-:“(16)It is quite clear that a preliminary objection should be founded upon a settled and crisp point of law, to the intent that its application to undisputed facts, leads to but one conclusion: that the facts are incompatible with that point of law. (See Hassan Nyanje Charo v. Khatib Mwashetani & 3 Others, Civil Application No. 14 of 2014, [2014] eKLR).” 59.What I gather to be crisp point of law advanced through the Defendants objection is that the Plaintiff’s motion is a non-starter/invalid and is barred by the rule, as stated in Christine Wangari Gachege v Elizabeth Wanjiru Evans & 11 others [2014] KECA 840 (KLR) that the law of contempt applicable is as contained in Part 81 of the Civil Procedure Rules (Amendment No. 2) of the United Kingdom; that by dint of Civil Appeal No. 55 of 2015: Voi Development Company Ltd -v- Agam Investments Ltd, a Courts cannot impose all forms of punishment by way of committal to civil jail, sequestration and a fine, to wit, the Plaintiff’s motion is for striking out; that committal to civil jail for a term not exceeding six (6) months cannot be granted and is barred by Section 36(3) of the High Court (Organization and Administration) Act, 2015; and that by dint of the decision in Owners of the Motor Vessel Lillian S –v- Caltex Oil Kenya Ltd [1989] KLR 1, this Court lacks jurisdiction and therefore ought to down its tools. 60.At the outset, Black’s Law Dictionary (Ninth Edition), defines Contempt of Court as “conduct that defies the authority or dignity of a court.”. That said, the Court in Christine Wangari Gachege (supra) held that in punishing contempt, the Court exercises ordinary criminal jurisdiction. In Stewart Robertson v Her Majesty’s Advocate, 2007 HCAC 63 it was stated that:“Contempt of Court is constituted by conduct that denotes willful defiance of or disrespect towards the Court or that willfully challenges or affronts the authority of the Court or the supremacy of the law, whether in civil or criminal proceedings.” 61.That said, as to question of leave, the position was settled in Christine Wangari Gachege (supra) wherein the Court of Appeal held that the Civil Procedure (Amendment No.2) Rules 2012 of England apply to contempt proceedings in this country by dint of the provisions Section 5 of the Judicature Act. The Court inter alia observed that-:“It is clear from this summary that leave, now called “permission” is not required where committal proceedings relate to a breach of judgment, order or undertaking. That position must be contrasted with the requirement in Rules 81.12 – Committal “for interference with the due administration of justice” and 81.17 – Committal for Making false Statement of Truth or disclosure statement” where leave or permission is required. 62.The Court proceeded to state that:“We find on the basis of the new Civil Procedure Rules (of England) which are now contained in the Second Supplement to the 2012 White Book that no leave is required before bringing an application, like the one before us, for committal for contempt relating to breach of this court’s order.” 63.In light of the above decision, I need not belabor on the question of leave, to wit, the Defendants' contestation is not well taken in the circumstance. 64.As to tripartite issues of reliefs for contempt by way of civil jail, sequestration and a fine; Section 36(3) of High Court (Organization and Administration) Act, 2015; and the question of jurisdiction, firstly, the Plaintiff has sought for committal while in the alternative sequestration of property therefore it is not true that it is synchronously pursuing committal to civil jail, sequestration and a fine. In any event, the punishment upon a finding of contempt, would be a preserve of the Court with due regard to relevant statute and persuasive or binding decisions on the matter, at the appropriate time. 65.Secondly, I note that Section 36 of the High Court (Organization and Administration) Act was deleted by dint of enactment of Contempt of Court Act. However, the latter act was declared unconstitutional by Mwita, J. (as he then was) in Kenya Human Rights Commission v Attorney General; Law Society of Kenya (Interested Party) [2018] KEHC 9656 (KLR). The effect of such declaration would be that the constituent Section deleted by the Contempt of Court Act, would continue to subsist, to wit, the Defendants objection on the matter is well taken. However, to proceed to probe the issue further would be to put the cart before the horse given that a finding on whether the Defendants are in contempt has yet to be arrived at. Lastly, on the question of jurisdiction, no substantive argument was advanced by the Defendants, to wit, the Court is at loss as to the position taken on the said issue. In any event, having earlier arrived at the determination that leave was not a prerequisite to the Plaintiff’s motion dated 25/09/2025, the Court is well vested with jurisdiction to entertain the motion as presented. 66.Moving on to the substratum of the Plaintiff’s motion, the Supreme Court of Kenya in Ahmad Abolfathi Mohammed case explained that the reason why Courts punish for contempt is that contemnor demeans the integrity and authority of the Court but also derides the rule of law, which must not be countenanced. The Court went on to reaffirm that contempt proceedings require a standard of proof higher than the ordinary civil standard, though not as high as proof beyond reasonable doubt, because contempt is quasi-criminal and may result in loss of liberty. See also -: Mutitika v Baharini Farm Limited [1985] KLR 229. Consequently, the power to commit a contemnor to jail must be exercised sparingly and only where it is clearly established that the alleged contemnor deliberately and willfully disobeyed the Court order. 67.The three (3) related ingredients of unambiguity of the Court’s order, knowledge of order and willful disobedience of the order are critical in a successful contempt proceeding. See-: The Court of Appeal decision in Geoffrey Kathuri Kison & 10 others v East African Portland Cement Co. Ltd & 5 others [2021] KECA 1043 (KLR). 68.In the past, it was held by superior Courts that for an applicant to succeed in contempt proceedings, he must prove personal service of the subject order and the attendant penal notice upon the alleged contemnor. See-: The Court of Appeal decision in Nyamodi Ochieng Nyamogo & Another v Kenya Posts & Telecommunications Corporation [1994] KECA (KLR). However, in recent years, superior Courts have stated that where the applicant is able to demonstrate awareness by such alleged contemnor of the subject orders and not necessarily personal service of the order upon the contemnor, such awareness is sufficient. See Kenya Tea Growers Association v Francis Atwoli & 5 Others [2012] KEHC 2747 (KLR). 69.At the instance of the Plaintiff, this Court issued interim orders in its favour on 30/07/2025. The purport of the said order, to wit, the Plaintiff seeks to cite the Defendants in contempt of, was with respect to “Prayer 3 and 4” of the Plaintiff’s motion and was to subsist until 25/09/2025 (Annexure KMN-2). The order was to the effect that-:“ 3.Pending the hearing and determination of this application, an order of injunction be issued, restraining the 1st Defendant whether by itself, its employees, agents, affiliates or any of its media outlets including but not limited to its television channels, radio stations, digital publications, websites, and social media platforms from broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the Plaintiff including but not limited to the false allegations particularized below:a.The insurance covers issued by the plaintiff are invalid and will not be settled by the Plaintiff.b.The Plaintiff’s CR12 is fraudulent.c.There are illegal shareholders or directors currently managing the Plaintiff.d.The 2nd Defendant is the majority shareholder of the plaintiff.e.The Plaintiff has only three shareholders namely the 2nd 3rd and 4th Defendants.f.The board of directors of the Plaintiff have mismanaged or stripped the assets and misappropriated its funds.g.There is a corrupt and fraudulent scheme to sell the plaintiff's shares and to defraud the public of its money. 4.Pending the hearing and determination of this application, an order of injunction be issued, restraining the 2nd, 3rd and 4th Defendants whether by themselves, their employees, servants, agents and or any other persons acting jointly or in concert with the 1st Defendant, from facilitating, or otherwise causing the broadcasting, airing, publishing, uploading, sharing, or otherwise disseminating any content or material concerning the shareholding, directorship, business, management, operations and/or affairs of the Plaintiff including but not limited to the false allegations particularized below:a.The insurance covers issued by the plaintiff are invalid and will not be settled by the Plaintiff.b.The Plaintiff's CR 12 is fraudulent.c.There are illegal shareholders or directors currently managing the plaintiff.d.The 2nd Defendant is the majority shareholder of the plaintiff.e.The plaintiff has only three shareholders namely the 2nd, 3rd and 4th Defendants.f.The board of directors of the Plaintiff have mismanaged or stripped the assets and misappropriated its funds.g.There is a corrupt and fraudulent scheme to sell the Plaintiff's shares and to defraud the public of its money.” (sic) 70.Ex facie the order was clear, precise and unambiguous. That said, as concerns knowledge of the said order, by way of an affidavit of service deposed by one Stephen Njiru, Advocate, attached to (Annexure KMN-2) the Plaintiff has evinced proof of service of the said order alongside the application dated 29/07/2025 upon the 1st, 3rd and 4th Defendant via the respective Email address of the 1st & 3rd Defendant and WhatsApp mobile numbers of the 3rd and 4th Defendant on 30/07/2025. Excerpts of the said Email and WhatsApp screenshot are attached to the said affidavit. 71.It can equally be deduced from the record and Plaintiff’s affidavit material that upon service of the order and pleadings upon the 1st, 3rd and 4th Defendant, the firm of Messrs. Kamau Kuria & Co. Advocates were appointed to act on behalf of the Defendants. It thus seems on the premise of the latter appointment, the Plaintiff proceeded to serve via email the said order, pleadings and summons upon the Defendants counsel. Nevertheless, I do not believe that there is any deposition or demonstration of service upon the 2nd Defendant in the said affidavit. In any event, the Defendants offered no deflection on the issue of service. Therefore, given the aforestated, I believe the Plaintiff has reasonably discharged the burden concerning knowledge of the order. 72.Whether there was willful disobedience of the said order, the Plaintiff contends that despite this Court’s order on 30/07/2025, the 2nd, 3rd and 4th Defendants on 22/09/2025 caused to be broadcast and published by the 1st Defendant as part of its Monday prime bulletin on Citizen TV “The Monday Report” a news report entitled “Directline Management Changes”. That subsequently, the 3rd Defendant on 22/09/2025 issued an internal memorandum to Wilson Wambugu Maina which was copied to various government offices, informing them that the latter had been appointed as the Plaintiff’s acting principal officer. 73.It is further contended that from 22/09/2025, the 2nd, 3rd and 4th Defendant caused to be broadcast and published by the 1st Defendant an advertisement on various FM stations in English, Bukhusu, Dholuo, Kamba, Kalenjin, Kikuyu, Luhya & Swahili words defamatory of the Plaintiff. That on the latter date, in disobedience of another Court order the 2nd and 3rd Defendant wrote to various banks instructing them to cancel all existing bank mandates of the Plaintiff, whereas earlier, on 18/08/2025 the 3rd Defendant also wrote to the Plaintiff’s Court appointed directors and terminated their appointment with immediate effect. Therefore, it was posited that in totality of the above, the Defendants conduct constituted contempt of this Court’s orders rendered on 30/07/2025. 74.A cursory review of the internal memo and cancellation of the bank mandate written by the 3rd Defendant on 22/09/2025 and published to various individuals and entities, is a clear manifestation that the latter willfully disregarded the purport of the orders of this Court rendered on 30/07/2025. As earlier pointed out, the implication of this Court’s order on the latter date was clear and unambiguous that the Defendants ought not to publish any false allegations concerning the Plaintiff’s CR12 being fraudulent and or position that the 2nd Defendant is a majority shareholder of the Plaintiff. Vide the aforestated internal memo and cancellation of bank mandate letter, the 3rd Defendant willfully contravened the orders of this Court 75.While I note that the Plaintiff sought a finding of contempt as against the 2nd and 4th Defendants, it failed to attribute any actions of willful disobedience as against the latter. Given that it was the 1st Defendant though broadcasts on 22/09/2025 in its Monday prime bulletin on Citizen TV “The Monday Report” broadcast a report titled “Directline Management Changes” meanwhile advertised on its various FM stations in English, Bukhusu, Dholuo, Kamba, Kalenjin, Kikuyu, Luhya & Swahili words defamatory of the Plaintiff. Therefore, in my estimation the actions attributable as contemptuous are solely reserved for the 1st and 3rd Defendant, accordingly. 76.That said, it is apparent from the Plaintiff’s pleadings that the 1st Defendant is described as a limited liability company, as such, are juristic persons. To the above end, my understanding of the decision in Geoffrey Kathuri Kison & 10 others (supra) wherein it cited with approval the rendition in Kasturi Limited v Kapurchand Depar Shah [2016] KEHC 6447 (KLR) is that while a company is capable of being cited and found in contempt where it willfully disobeys a Court order, given that it acts through natural persons, punishment and enforcement may where appropriate extend to directors or its officers responsible for disobedience. However, the rider being prior to a personal finding of its directors being held in contempt due procedure must be followed premised on the celebrated ratio in Salomon v. A Salomon & Co Ltd [1897] AC 22 (UK). 77.The latter notwithstanding the 1st and 3rd Defendant’s actions were clearly in breach of this Court’s directions, was deliberate and constituted willful disobedience of the interim orders of this Court. 78.In conclusion I can do no better than echo the words of Ojwang, J (as he then was) in B vs. Attorney General [2004] 1 KLR 431 that:“The Court does not, and ought not to be seen to make orders in vain; otherwise, the Court would be exposed to ridicule, and no agency of the Constitutional order would then be left in place to serve as a guarantee for legality, and for the rights of all people.” 79.Additionally, The Supreme Court of Kenya cautioned, in Ahmad Abolfathi’s case (supra) citing the South African case of Burchell vs Burchell that;-“Failure to enforce court orders effectively has the potential to undermine confidence in recourse to law as an instrument to resolve civil disputes and may thus impact negatively on the rule of law.’’ 80.In the end, the Court is persuaded that the Plaintiff’s 2nd motion dated 25/09/2025 is merited.As for the 1st Defendant the Plaintiff can move the Court appropriately. Final Disposition 81.On the three (3) motions, the resultant outcome is as follows-;a.The Defendants motion dated 11/09/2025 is dismissed in its entirety with costs to the Plaintiff.b.The Plaintiff’s motion dated 29/07/2025 succeeds specifically in terms of Prayer 5 & 6 thereof with each party to bear its own costs.c.The Plaintiff’s motion dated 25/09/2025 partially succeeds in the following terms;i.A finding is made to the effect that the 1st and 3rd Defendants are found in contempt of this Court’s order issued on 30/07/2025.ii.A notice shall forthwith issue for the 3rd Defendant to appear in court, in person, to show cause why he should not be punished for the contempt, on a date to be taken.iii.The Plaintiff is awarded costs of the motion.Orders Accordingly. DELIVERED DATED AND SIGNED AT NAIROBI THIS 25TH DAY OF JUNE 2026.……………………….JANET MULWA.JUDGE