[2009] KEHC 499 (KLR)
The court found that the plaintiff had established a prima facie case for the grant of a temporary injunction. The agreement dated 13th January 2009 and a letter to the Registrar of Companies, which the defendant did not dispute, supported the plaintiff’s claim that the defendant had relinquished his shares and...
Source-derived case information.
- Citation
- [2009] KEHC 499 (KLR)
- Parties
- Plaintiff: Gilgil Distributors Limited; Defendant: Martin Giathi Mburu
- Court
- High Court
- Court Station
- High Court at Nakuru
- Jurisdiction
- Kenya
- Case Number
- Civil Case 59 of 2009
- Procedural Posture
- Civil Case / Ruling on Interlocutory Injunction Application
- Outcome
- application for temporary injunction allowed
- Legal Topics
- Company Directorship Disputes, Share Transfer Agreements, Injunctive Relief, Interlocutory Orders
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Gilgil Distributors Limited
Plaintiff
Martin Giathi Mburu
Defendant
Procedural Posture
Civil Case / Ruling on Interlocutory Injunction Application
Legal Issues
- 1 Whether the plaintiff is entitled to a temporary injunction restraining the defendant from holding himself out as a director or interfering with the company.
- 2 Whether the defendant relinquished his shares and directorship in the plaintiff company as per the agreement dated 13th January 2009.
Ratio Decidendi
The court found that the plaintiff had established a prima facie case for the grant of a temporary injunction. The agreement dated 13th January 2009 and a letter to the Registrar of Companies, which the defendant did not dispute, supported the plaintiff’s claim that the defendant had relinquished his shares and directorship. The defendant’s failure to address these documents weighed against his assertion that he remained a director. To prevent further interference with the company’s operations and to preserve the status quo pending the hearing and determination of the suit, the court granted the temporary injunction sought by the plaintiff.
Court Disposition
application for temporary injunction allowed
Orders
- Pending the hearing and determination of this suit, the defendant is restrained from acting, conducting and/or holding himself out as a director and/or shareholder or in any way interfering with the operations of the plaintiff company.
- The plaintiff shall have the costs of this application.
Full Case Text
Judgment text and source record
16 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT NAKURU
Civil Case 59 of 2009
GILGIL DISTRIBUTORS LIMITED…………….PLAINTIFF
VERSUS
MARTIN GIATHI MBURU……………………..DEFENDANT
RULING
The plaintiff claims in its plaint that by an agreement dated 13th January 2009 the defendant surrendered all his shares in the plaintiff company at a consideration of Kshs.1,030,690/- and relinquished his directorship in the company. In breach of that agreement the defendant has on diverse dates held himself out as a director of the plaintiff company and has attempted to obtain payments from the plaintiff’s debtors and caused the plaintiff’s bank account to be frozen on allegations of mismanagement of the company. The Plaintiff, in the circumstances, seeks a permanent injunction to restrain the defendant from holding himself as a director of the company or in anyway interfering with the company’s operations.
Simultaneous with the filing of the suit the plaintiff filed an application for injunction under Order 39 Rules 2 and 3 of the Civil Procedure Rules as well as Section 3A and 63(e) of the Civil Procedure Act and sought similar orders albeit on a temporary basis.
The defendant opposes the application on the ground that he has not relinguished his shares as alleged and asserts that he is still a director of the plaintiff company.
Having considered these averments and read the agreement dated 13th January 2009 as well as a letter allegedly written to the Registrar of Companies both of which the defendant has said nothing about, I am satisfied that the plaintiff has made out a prima facie case entitling it to a temporary injunction pending the hearing and disposal of this suit.
Consequently I allow this application and order that pending the hearing and determination of this suit the defendant is hereby restrained from acting, conducting and/or howsoever holding himself out as a director and/or shareholder or in any way interfering with the operations of the plaintiff company. The plaintiff shall have the costs of this application.
DATED and delivered this 4th day of November, 2009.
D. K. MARAGA
JUDGE.