[2025] KEHC 3769 (KLR)

In re Estate of Mwangi Kimanga (Deceased) (Succession Cause 1728 of 2000) [2025] KEHC 3769 (KLR) (Family) (27 March 2025) (Ruling)

Neutral citation: [2025] KEHC 3769 (KLR)

Republic of Kenya

In the High Court at Nairobi (Milimani Law Courts)

Family

Succession Cause 1728 of 2000

HK Chemitei, J

March 27, 2025

IN THE MATTER OF THE ESTATE OF MWANGI KIMANGA (DECEASED)

Between

Alice Wanjiku Mwangi

1st Applicant

Mary Waithera Kimanga

2nd Applicant

Jane Wamaitha Kimanga

3rd Applicant

and

Prisca Wanjiku Kimanga

1st Respondent

Stephen Maina Kimanga

2nd Respondent

and

Patrick Githinji Mwangi

Interested Party

Titus Thuo Macharia

Interested Party

Jonathan Omangi t/a Omangi & Company Advocates

Interested Party

Edwin Njagi t/a Njagi & Company Advocates

Interested Party

Miaraho Limited

Interested Party

Fredrick Njora Mwangi

Interested Party

Paul Kimari Mwangi

Interested Party

Ruling

1. This ruling relates to the application dated 25th November, 2024 filed by the Applicant, Alice Wanjiku Mwangi, seeking for Orders That:-1. Spent.2. An order do issue placing a caveat or any other necessary restrictions on any further dealings, transfers, sub – divisions, sales, mortgages, developments or any such dealings on all that parcel of land known as L.R. No. 4927 measuring approximately 302 acres with a market value of approximately Kshs.12 billion situated along the Northern Bypass in Kiambu County, the property of Miaraho Estate or any titles, subdivisions, assignments resulting from the original suit parcel of land known as L.R. 4927 until final determination of this application.3. This Honourable Court do issue an order directing the 4th and the 5th interested parties to produce a statement and evidence of full compliance with the orders issued by Arbitrator Kairu Mbuthia in the arbitral award dated 4th June, 2009. 4.In accordance with Clause 4 of the arbitral award dated 4th June, 2009, the 4th and 5th interested parties should be compelled by an order of this Court to disclose the particulars of the interest of Mwangi Kimanga (Deceased) in the 6th Interested Party.5. An order do issue compelling the 1st and 2nd interested parties to account for approximately 200 acres valued at approximately Kshs. 8 billion being a share devolving to the estate of Mwangi Kimanga (Deceased) in the suit parcel of land known as L.R. NO 4927 the property of the 6th Interested Party in accordance with the orders issued by Kairu Mbuthia Arbitrator in the Arbitral Award dated 24th June, 2009. 6.An order do issue compelling the 1st interested party and the 2nd interested party to account for a sum of approximately Kshs. 141,353,275/= and deposit it in court being a portion devolving to the estate of Mwangi Kimanga (Deceased) from the government of the Republic of Kenya for the compulsory acquisition of a parcel of land measuring approximately 9. 0403 Hectares in LR NO. 4927 of Mairaho Limited for the expansion of the Northern Bypass Road.7. The 1st and 2nd Interested Parties be ordered by this Court to deposit to render a comprehensive account of the Deceased’s interest in the 6th Interested Party to the 3rd Interested Party for safe keeping to wait the final determination of this Application.8. An order do issue that the 2nd Respondent, 7th and 8th Interested Parties who were appointed as administrators by the Certificate of grant of probate of will dated 3rd May, 2023 do issue a comprehensive statement of account of the estate of Mwangi Kimanga (Deceased) to ensure compliance with the orders of the Court issued on 11th December, 2015. 9.Costs of this application be provided for.

2. The application is supported by affidavit sworn by Alice Wanjiku Mwangi on 25th November, 2024. She avers inter alia that she is the deceased’s first widow, currently 90 years old. There is an ongoing legal matter under HC Succession Cause No. E1445 of 2020, concerning the probate of the will, distribution of the estate, and identification of the rightful beneficiaries. The case has been fully heard and is awaiting judgment.

3. That during the litigation, she became aware that the Respondents and Interested Parties had interfered with a key asset of the deceased’s estate held within the 6th Interested Party. A previous Arbitration Award by Kairu Mbuthia, dated 24th June, 2009, instructed the 4th and 5th Respondents to determine the shareholding of the 6th Interested Party. However, upon reviewing the award, she noticed it recognized only four shareholders, whereas the company’s CR12 document lists twelve shareholders. This discrepancy raises concerns that other shareholders may contest the asset distribution, leading to potential legal challenges and exposing the deceased’s estate to further disputes.

4. There is a likelihood that once the other shareholders become aware of the Arbitration Award, they may challenge it in court, further jeopardizing the deceased’s interests.

5. She deponed that a ruling delivered on 11th December, 2015, and an order issued on 9th February, 2016, revoked the grant of letters of administration issued to Prisca Wanjiku Kimanga and Stephen Maina Kimanga on 19th March, 2001, which had been confirmed on 20th October, 2004. The court canceled all transactions related to the deceased’s assets and ordered their reversion to the deceased’s name. Executors named in the Will were directed to file a petition for grant of probate, allowing the Applicants to raise objections. Among the deceased’s assets are shares in Miaraho Limited, where he was both a director and majority shareholder.

6. An Arbitral Award dated 4th June, 2009, determined the shareholding of Miaraho Limited as follows: Mwangi Kimanga (Kshs. 289,500/=), Mwangi Githinji (Kshs. 60,000/=), Gichuhi Macharia (Kshs. 50,000/=), and Kanji Gathuita (Kshs. 52,500/=). The 4th and 5th Interested Parties were ordered to distribute Miaraho Limited’s assets accordingly. Miaraho Limited owned land identified as L.R. No. 4927, spanning approximately 302 acres along the Northern Bypass at the Nairobi-Kiambu border, valued at Kshs.12 billion.

7. Further, on 2nd march, 2010, the government compulsorily acquired 9. 0403 hectares of this land for road expansion and compensated the 6th Interested Party with over Kshs. 350 million. On 27th June, 2011, the 3rd Interested Party purportedly acquired all shareholders’ interests in Miaraho Limited, excluding the government-acquired portion. On 28th July, 2011, through Entry No. 35, the land was transferred to the 3rd Interested Party, which then subdivided it. Approximately 37 acres were allocated to Gimwany Holding Company Limited for Nyambura Mwangi, widow of Patrick Mwangi Githinji (a former director of Miaraho Limited), while the remaining 200 acres were divided for Hydro Development Limited, the 3rd Respondent. The deceased’s estate received approximately 200 acres from Miaraho Limited’s 302-acre landholding. His share in L.R. No. 4927 was clearly identifiable and valued at approximately Kshs.8 billion.

8. That the 9th February, 2016, court orders remain unvaried, making it necessary to enforce them to protect the estate. The administrators have failed to safeguard the deceased’s estate, potentially allowing its mismanagement. They must therefore provide a detailed statement on the status of the estate, valued at approximately Kshs.15 billion, to ensure compliance with the court’s orders issued on 11th December, 2015.

9. The application is opposed vide replying affidavit sworn by Stephen Kimanga on 9th December, 2024. He avers inter alia that the Applicants and the initiator of the present application lack the legal standing to bring it before this court. He has no knowledge of the claims stated in paragraph 2 of the supporting affidavit. Additionally, the matters raised in paragraph 3 of the affidavit remain unresolved. The allegation of intermeddling in the estate of the 6th Interested Party is unfounded, as the applicant has no legal standing in this matter.

10. Furthermore, the 6th Interested Party consists of distinct shareholders, each holding individual shares. Miaraho Limited also has multiple shareholders, each with clearly defined stakes. The concerns regarding potential loss and speculative risks do not apply, as the applicant lacks legal standing. The court orders issued on 11th December, 2015, have already been complied with by the executors of Mwangi Kimanga’s estate, who secured a grant on 3rd May, 2023.

11. Any other issues that may have arisen have since been rendered moot. The arbitration process was conducted to determine the individual shareholding of the original directors, after which shares were duly allocated. The 4th and 5th Interested Parties carried out their responsibilities in accordance with the arbitrator’s directive and, having fulfilled their duties, are now functus officio. The land belongs to the other shareholders, who retain full rights to manage their respective portions as they see fit.

12. She went on that the subdivision of Miaraho Limited’s 37 and 200 acres was carried out based on the shareholders’ instructions. The court orders of 9th February, 2016, have not been complied with, primarily due to the actions of Wangalwa and Company Advocates. However, a grant has since been issued in line with previous court directives. There are no existing injunctive orders against the estate, which is why taxation proceedings concerning the estate and its administrators have continued. Since Alice Wanjiku Mwangi lacks legal standing, it is unnecessary to consider claims of mismanagement or asset dissipation. Moreover, the valuation of the estate is irrelevant to a party without legal standing unless a court has issued an injunctive order.

13. All the parties have not filed written submissions.

Analysis And Determination 14. I have gone through the application and the response thereto. I have also perused the entire record and note that Muchelule J (as he then was) on 11th December 2015 made the following orders while revoking the grant herein:-“The executors appointed as per the Will are hereby directed to immediately file petition for grant of probate wherein the Applicants shall file the necessary objection”

15. The parties went on appeal and they lost. The court is aware that cause No. 1145 of 2020 is pending before this court and the same has proceeded substantially and due for judgement.

16. The grant having been revoked and pursuant to the above directive this cause stands finalised except if there is any other issue relevant to the parties. The appropriate forum for the applicant was to file this application before the new cause since the properties and the parties are the same in the two matters.

17. Even if the court was to rule on this application in favour of the Applicants, the same shall be moot as there is no cause. There are no administrators since they have been stripped of their powers.

18. Without belaboring the point, let the Applicants file their complain in the new suit namely Cause No. 1145 of 2020.

19. The application is otherwise dismissed with no order as to costs.

DATED SIGNED AND DELIVERED VIA VIDEO LINK AT NAIROBI THIS 27THDAY OF MARCH 2025. H K CHEMITEIJUDGE