[2019] KEHC 161 (KLR)
The court refused to grant the injunction primarily because the defendants/applicants failed to demonstrate promptness in seeking the court's intervention, as required by equitable principles. The notice of the meeting was published on 28th November 2019, but the application was brought only three days before the...
Source-derived case information.
- Citation
- [2019] KEHC 161 (KLR)
- Parties
- Plaintiff: Githunguri Constituency Ranching Company Limited; Defendant: Ahmed Chege Gikera; Defendant: Henry Wainaina Kihoro
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Commercial Courts)
- Jurisdiction
- Kenya
- Case Number
- Civil Case 277 of 2016
- Procedural Posture
- Notice of Motion / Ruling on Interlocutory Injunction Application
- Outcome
- application for injunction dismissed with partial limitation on meeting agenda
- Judges
- F Tuiyott
- Legal Topics
- Interlocutory Injunctions, Equitable Remedies, Company Meetings
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Githunguri Constituency Ranching Company Limited
Plaintiff
Ahmed Chege Gikera
Defendant
Henry Wainaina Kihoro
Defendant
Procedural Posture
Notice of Motion / Ruling on Interlocutory Injunction Application
Legal Issues
- 1 Whether the defendants/applicants are entitled to an injunction to stop the plaintiff company meeting scheduled for 19th December 2019.
- 2 Whether the application for injunction was made with sufficient promptness as required in equity.
- 3 Whether a defendant who has not filed a defence or counterclaim can obtain an injunction.
Ratio Decidendi
The court refused to grant the injunction primarily because the defendants/applicants failed to demonstrate promptness in seeking the court's intervention, as required by equitable principles. The notice of the meeting was published on 28th November 2019, but the application was brought only three days before the meeting, with no explanation for the delay. This failure to act promptly was fatal to their application for equitable relief. Additionally, the defendants had not filed a defence or counterclaim, and interlocutory motions must be anchored on substantive pleadings. The court therefore declined to restrain the plaintiff from holding the meeting, but limited the scope of the meeting...
Court Disposition
application for injunction dismissed with partial limitation on meeting agenda
Orders
- The application to restrain the plaintiff from holding the meeting scheduled for 19th December 2019 is dismissed.
- The plaintiff may hold the AGM, but the meeting shall not discuss or pass resolutions on matters forming the plaintiff's cause of action in the plaint dated 12th July 2016, except where already authorized by court orders.
Full Case Text
Judgment text and source record
25 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT NAIROBI
COMMERCIAL & ADMIRALTY DIVISION
HCCC NO. 277 OF 2016
GITHUNGURI CONSTITUENCY
RANCHING COMPANY LIMITED........PLAINTIFF/RESPONDENT
VERSUS
AHMED CHEGE GIKERA ................1ST DEFENDANT/APPLICANT
HENRY WAINAINA KIHORO........ 2ND DEFENDANT/APPLICANT
RULING
1. I make this short Ruling only in respect to whether the meeting of the Plaintiff Company ought to proceed tomorrow (19th December 2019). There is a plea to stop it brought through a Notice of Motion dated 16th December 2019.
2. I have heard Counsel argue for and against grant of the order. The application is for an equitable remedy and the principles for invocation of an equitable relief must be borne in mind. One is that equity does not aid the indolent. Put differently, equity is on the side of the agile.
3. Whether or not a party has been indolent in seeking the Court’s intervention depends on the circumstances of each case.
4. In the matter before Court, notice of the meeting sought to be injuncted was published on 28th November 2019. The Applicants do not say when they got to know of the meeting. Such disclosure is material in this type of matter as it helps the Court assess whether the applicant has acted as quickly as equity expects of him.
5. Without any plausible explanation for delay, then this last minute application mounted just three days before the meeting must be held to fail that important test. The failure is not without significance. When a party to a long standing dispute such as this comes very late to Court then it denies Court opportunity to sufficiently consider the merit or demerit of the matters before it. For that reason only, I am unwilling to grant the order.
6. Even if I was to consider another issue, it is clear that the applicants have not filed a Defence. Interlocutory motions are not causes of action, they are not an end in themselves. They are to serve a purpose, to preserve status quo or the subject matter pending the determination of the main cause. So far no counterclaim or claim has been presented to this Court by the Defendants by way of formal pleadings. I am aware that there is occasion when the Court can grant a Defendant an injunction but it must be on something, a Defence.
7. I will not injunct the Plaintiff from holding the meeting due for tomorrow. However, the AGM will not discuss and pass resolution in respect to matters that form the Plaintiffs cause of action and comprised in their Plaint dated 12th July 2016 and for which they do not already have the orders of this Court.
Dated, Signed and Delivered in Court at Nairobi this 18th Day of December 2019.
F. TUIYOTT
JUDGE
PRESENT;
Wangai for Defendants/Applicants
Njenga for Plaintiff/Respondent
Court Assistant: Nixon