https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/4602

 **REPUBLIC OF KENYA** **IN THE ENVIRONMENT AND LAND COURT AT NYERI** **ELCA NO.11 OF 2019** **GUCOKANIRIRIA KEHATO TRADERS & FARMERS COMPANY LTD…………………………………………………………………...PLAINTIFF** **VERSUS** **ATTORNEY GENERAL OF KENYA……………...………..1st** **DEFENDANT** **CHARLES MUGANE NJONJO...…………………………2ND** **DEFENDANT** **SOLIO RANCH LTD………………………………………..3RD DEFENDANT** **RULING** 1. There is a dispute in this matter as to who represents the Plaintiff, with Advocates disagreeing on who has the proper instructions to act for the Plaintiff. Counsel were directed by the Court to file their written submissions on the matter by October 22, 2025. 2. In the application dated January 10, 2025, filed by the firm of Ngata Kamau Advocates, the application reveals some of the leadership wrangling within the Plaintiff Company. What was sought was that further proceedings in this matter be stayed pending the hearing and final determination of Milimani High Court Commercial Case No. E508 of 2024. 3. The aforementioned application was supported by the affidavit of Samuel Mbugua Njuguna, who deposed that he is a Director of the Plaintiff. 4. He deposed that the Board of Directors of the Plaintiff/applicant, then in office, of which he was the chairman, proceeded to the High Court in Nairobi, specifically the Milimani High Court, in Commercial Case No. E508 of 2024 - Gucokaniriria Kihato Traders & Farmers Limited & 5 Others v Jonah Mwangi Ichoya & 8 Others, challenging the registration of the new directors and the proceedings leading up to the elections. 5. On October 2, 2024, the High Court in Nairobi issued an order maintaining the status quo regarding the directorship and the day-to-day management of the plaintiff's affairs, pending the hearing and final determination of the Milimani High Court suit. 6. However, as of the date the Order to maintain the status quo was made, the respondents had already been registered by the Registrar of Companies but had not formally taken over the office of the plaintiff or the day-to-day management of the applicant's affairs. Thus, the import of the status quo order is that they remain as the directors in the CR12, but they do not take over the day-to-day management of the plaintiff's affairs pending the hearing and determination of the suit in the High Court in Nairobi. 7. He learned that the directors are now seeking to proceed with the prosecution of this suit on behalf of the company, which they have effectively been prevented from doing by the Order to maintain the status quo. 8. The said Samuel Mbugua Njuguna also swore a further affidavit on October 9, 2025, and deposed that the registration of the Plaintiff’s Board of Directors is the subject of two appeals pending before the Court of Appeal, namely Civil Appeal E185 of 2023 and Civil Appeal No. E746 of 2025, in which a stay has been sought. 9. He contends that the officials have not assumed office to transact or manage the day-to-day affairs of the company to date; thus, he represents the Board of Directors in the pending litigation. He seeks that the issue of the Plaintiff's determination be deferred pending the determination of the 2 applications for stay of execution. 10. Yet a second supplementary affidavit was sworn by Jonah Mwangi Ichoya, who reiterated that at the Court-ordered Annual General Meeting held on August 10, 2023, the listed persons were elected as Directors, and Jophece Obonyo Yogo was elected as the Plaintiff's Company Secretary. He deposed that a Court order later endorsed them. 11. However, this is disputed in the submissions filed by Kuria & Associates Advocates, who state that they represent the Nyeri faction founded by Muchugu and Kamunya. They also state that a joint election for officials has not yet occurred, as ordered by the Court. 12. The firm of Kuria & Associates submits that the Court should direct that an Annual General Meeting of the Plaintiff be held under the Court's supervision, with an independent body overseeing the meeting. 13. The firm of Mathenge Gitonga & Co. Advocates filed its written submissions, relying on the following documents: 14. Board resolution dated 18th May 2022. 15. Notice of appointment of Advocates dated 18th May 2022. 16. Supplementary list of documents dated 30th November 2022. 17. Minutes of the meeting held in Karatina, Nyeri County, on 5th November 2022, and signed on 18th November 2022 by the Chairman and Secretary of the Board of Directors. 18. It is the firm’s submission that, on the strength of the aforementioned Board resolution, it filed its Notice of Appointment of Advocates dated 18th May 2022. 19. It was noted that on 5th November 2022, the Plaintiff’s Nyeri faction held a meeting at Karidundu Chief’s Camp, Karatina, Nyeri County, and resolved to appoint new office-bearers, advocates, and a company secretary. According to the minutes of the meeting, the firm of Mathenge Gitonga & Co. Advocates was endorsed as one of the Plaintiff’s advocates to represent the Plaintiff in matters arising within Nyeri County. 20. It is further submitted that Mwangi Kaguma served as the Chairman of the Board of Directors of the Plaintiff until July 2024, when he died, which event led to several disputes among the directors from the 10 factions of the Plaintiff. 21. Counsel concluded that because the Plaintiff is a company and cannot appear in person, it must be represented by a recognized agent, such as an advocate, an authorized officer of the company, or a person holding power of attorney, as authorized by the minutes of the meeting held in Karatina, Nyeri County, on November 5, 2022. **The 3rd defendant's written submissions.** 1. Counsel for the 3rd Defendant had also earlier filed written submissions, highlighting that the issue of the Plaintiff’s representation first arose on 16th June 2023, when the parties raised it before Olola J. The parties were directed to allow the Plaintiff time to resolve the issue of representation, but there has been no consensus on the matter since then. 2. The 3rd Defendant contends that the Plaintiff is unwilling to prosecute the suit, having paralyzed the proceedings and thereby causing prejudice to the 3rd Defendant, who is burdened with a claim that has lingered for two decades without resolution, with legal costs escalating and reputational and commercial disadvantage arising from the pendency of the suit. 3. It is their submission that the Court should not permit the Plaintiff to maintain the proceedings in suspension indefinitely, to the detriment of the 3rd Defendant, who has conscientiously participated in the suit. Furthermore, it is urged that the Court should issue such orders as will promote the swift and equitable resolution of this longstanding matter, including an order dismissing the suit for lack of prosecution or a notice to show cause. **Analysis and determination** 1. It is evident that leadership disputes exist within the Plaintiff company, resulting in uncertainty regarding the legal firm representing the Plaintiff in this matter. 2. From the record, the Court noted that the issue of the Plaintiff’s representation arose in the ruling delivered by Olola J on June 16, 2023, when he ruled on the Chamber Summons dated May 5th, 2022, which was opposed by other Counsel who claimed to act for the Plaintiff as well. Noting that it was unclear whose instructions the application was made on, the Learned Judge dismissed it. 3. The Court gave express orders on July 17, 2023, that the issue of the Plaintiff’s representation be resolved, with the matter to be mentioned before the Deputy Registrar and later fixed for hearing before him once the issue is resolved. This matter remains unresolved. 4. Order 9 rule 2(2) of the Civil Procedure Rules provides that: ***“The recognized agents of parties by whom such appearances, applications and acts may be made or done are—*** ***(a) subject to approval by the court in any particular suit persons holding powers of attorney authorizing them to make such appearances and applications and do such acts on behalf of parties;*** ***(b) persons carrying on trade or business for and in the names of parties not resident within the local limits of the jurisdiction of the court within which limits the appearance, application or act is made or done, in matters connected with such trade or business only, where no other agent is expressly authorized to make and do such appearances, applications and acts;*** ***(c) in respect of a corporation, an officer of the corporation duly authorized under the corporate seal.”*** 1. Okwany J, in **Directline Assurance Company & 4 others v Aliker & 8 others (Miscellaneous Civil Application E250 of 2021) [2022] KEHC 14573 (KLR)**, held as follows: ***“It is trite that companies can only authorize the commencement of legal proceedings through resolutions made by their Board of Directors.” (See Bugerere Coffee Growers Ltd vs SSebaduka & Another (1970) EA 147).*** ***Courts have also taken the position that they will not interfere with the internal affairs concerning the management of a Company. This is the position that was adopted in***[***Salina Properties Ltd. vs Migui Macharia Mungai & Another***](https://kenyalaw.org/akn/ke/judgment/kehc/2010/1808)***[20101 eKLR where it was held that:*** ***“It is unfortunate that matters between Advocates and their appointing clients should be coming to Court, since the decision as to who should or should not represent a company in Court should be taken by the company itself; and not by the Court. To borrow a leaf from the words of Scrutton L.J. in the case of Shuttleworth vs Cox Brothers & Co. Ltd. [1927] 2 K.B. 9 at page 22 -. . . to adopt that view would be to make the Court the manager of the affairs of innumerable companies instead of the shareholders themselves . . .”*** 1. It is therefore incumbent upon the Plaintiff to manage its affairs without the Court’s interference. In my view, the Plaintiff’s leadership and legal representation are leading to a long, protracted legal battle that is wasting the Court’s precious judicial time. It is noted that this is a very old matter, instituted in 2002. 2. Therefore, it is directed that director(s) or persons claiming to be directors of the Plaintiff Company, within 45 days hereof, resolve their issue of legal representation through a Board resolution, nullifying all other previous resolutions, failure to which the suit automatically stands dismissed for want of prosecution. 3. The Court will not entertain any other application regarding representation. **Dated, signed, and delivered electronically in Nyeri on this 8th day of July, 2026.** **E. K. MAKORI** **JUDGE** **In the presence of:** **Mr. Kuria for the Plaintiff** **Ms. Kagendo for the Plaintiff** **Mr Thuo for the Plaintiff** **Mr. Kimani for the Plaintiff** **Mr. Makokha for the Plaintiff** **Mr. Kings for the Plaintiff** **Ms. Aketch for the 3rd Defendant.** **Denis: Court Assistant** **In the absence of:** **The Honorable the AG.** **2nd Defendant (Deceased)**