First Community Bank Ltd v Saalat (Civil Appeal (Application) 517 of 2019) [2026] KECA 1057 (KLR) (29 May 2026) (Ruling)

First Community Bank Ltd v Saalat (Civil Appeal (Application) 517 of 2019) [2026] KECA 1057 (KLR) (29 May 2026) (Ruling) Neutral citation: [2026] KECA 1057 (KLR) Republic of Kenya In the Court of Appeal at Nairobi Civil Appeal (Application) 517 of 2019 P Lilan, JA May 29, 2026 [IN CHAMBERS] Between First Community Bank Limited Applicant and Ahmed Dahir Saalat Respondent (Being an appeal from the Judgment/decree of the High Court of Kenya at Garissa (Dulu J.) dated 19th December 2018 in Garissa HCC NO. 3 of 2012 Civil Case 3 of 2012 ) Ruling 1.The Application for consideration and determination before this Court is the Notice of Motion dated 4th November 2025, anchored principally on Rules 1(2) and 46 of the Court of Appeal Rules 2022. 2.In the said application, First Community Bank Limited, the applicant, is seeking the following:-i.Leave be granted to the applicant to amend its Notice of Appeal lodged on 17th January 2019 and the Memorandum and Record of Appeal dated 25th October 2019 to reflect its current correct name Premier Bank Kenya Limited.ii.Upon grant of leave, the amended notice of appeal, memorandum and record of appeal annexed hereto be deemed duly filed and served upon payment of the requisite court fees.iii.Costs be provided for. 3.The application is supported by an affidavit sworn on 4th November 2025, by Meimuna Abdullahi Mohamed in her capacity as the Head of the Legal Department of the applicant. 4.The respondent did not file any responses or submissions despite having been duly served with the application and hearing notice which was effected via email through Messrs Abdul Agonfa & Associates Advocates who are on record as representing him in this matter. 5.The background giving rise to this application, in summary, is that the applicant was initially incorporated according to the Companies Act and registered under the name First Community Bank Limited, but has since lawfully changed its name as shown in a Gazette Notice No. 6797 published on 20th April 2023. Its current corporate name is Premier Bank Kenya Limited. The applicant has provided a copy of regulatory approval of the change of name issued by the Central Bank of Kenya as well as a copy of certificate of change of name issued by the Registrar of companies. It is the contention of the applicant that the said change of name does not affect the legal personality of the applicant which remains the same with all it’s rights, liabilities and obligations intact and continuing seamlessly, adding that this is not to be seen in any way as seeking to substitute or enjoin a new party but merely to regularize the record to reflect its current legal identity. 6.I have carefully considered the motion, the grounds in support thereof, the supporting affidavit, the submissions by counsel for applicant dated 30th April 2026, the cited authorities and the law. 7.It is the applicant’s submission that the proposed amendment concern a change in description, not in identity of the applicant and that all actions initiated under the former name will subsist and continue under the new name, subject only to correction of the record to reflect the new name. It is further contended by the applicant that the issues in dispute remain the same, that the respondent‘s ability to advance its case is not affected and that indeed no prejudice shall be occasioned to the respondent. Perhaps to buttress its contention that the application is brought in good faith, the applicant urges that any minimal inconvenience that may be caused to the respondent can be adequately compensated by award of costs. 8.In exercising discretion to grant or deny leave to amend under rule 1(2) and rule 46 of the Rules of this court, the unfettered discretion of a single judge is only circumscribed by the requirement to do so judiciously. With ends of justice in mind , amendments sought before hearing should be freely given where they do not cause injustice to the opposite party and any potential inconvenience to the opposite party can always be compensated by costs as was stated in Eastern Bakery v Castelino [1958] EA 4t1). This liberal approach is well settled and there being no challenges to this application, there is no need to delve further into the point. Suffice to add that it is also well established that amendment of pleadings including memorandum of appeal should be relevant, made in good faith and non-prejudicial to the opposite party. The decision in Kendal Sarjit Singh Dhiman v Keshavj Shah [2010] eKLR illustrates this approach very well. 9.I am satisfied that the above requirements are present in the application before me. It has not been demonstrated that any prejudice will befell the respondent if the amendment sought is granted. To the contrary, among the beneficial effects of the envisaged amendments (as submitted by counsel for appellant) is to facilitate enforcement of any eventual outcomes, a prospect that applies to both parties in any event. Moreover, under section 66 (4) of the Companies Act, a change of name of a company does not affect its rights or obligations, and does not render defective any legal proceedings by or against it. 10.In the result, I am satisfied that the proposed amendments are relevant, necessary, made in good faith and not likely to prejudice the respondent. Accordingly, the application dated 4th November, 2025 has merit and is hereby allowed under rule 46 of the rules of this court as prayed, with no order as to costs. 11.It is so ordered. DATED AND DELIVERED AT NAIROBI THIS 29TH DAY OF MAY, 2026PAUL LILANJUDGE OF APPEALI certify that this is a true copy of the originalSignedDEPUTY REGISTRAR