[2010] KEHC 163 (KLR)

[2010] KEHC 163 (KLR)

The court found that the applicant failed to provide clear and plain evidence that he was a shareholder of Kibera Development Company Ltd. The receipts relied upon were not issued by the company and did not indicate to whom payment was made. The memorandum and articles of association did not list the applicant as a subscriber. The court held that the issues raised required oral evidence to resolve and that mandatory orders could not be granted in the absence of indisputable rights. Consequently, the application for rectification of the register, convening of an AGM, and issuance of share certificates was dismissed.

Citation
[2010] KEHC 163 (KLR)
Parties
Applicant: Clement Muturi Kigano; Respondent: Joseph Karanja Mbugwa; Respondent: Kibera Development Company Ltd
Court
High Court
Court Station
High Court at Nairobi (Milimani Commercial Courts)
Jurisdiction
Kenya
Judgment Date
10 December 2010
Case Number
Civil Case 641 of 2009
Procedural Posture
Miscellaneous Application / Ruling on Originating Motion
Outcome
application dismissed with costs to the respondent
Judges
FI Koome, CN Mugo
Legal Topics
Company Membership, Rectification of Register, Share Allotment, Annual General Meeting, Mandatory Injunctions
Source Language
English
Commercial and Corporate Company Membership Rectification of Register Share Allotment Annual General Meeting Mandatory Injunctions

Case Brief

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Parties

Clement Muturi Kigano

Applicant

Joseph Karanja Mbugwa

Respondent

Kibera Development Company Ltd

Respondent

Procedural Posture

Miscellaneous Application / Ruling on Originating Motion

Legal Issues

  1. 1 Whether the applicant is entitled to rectification of the company register to include him as a shareholder.
  2. 2 Whether the applicant is entitled to an order compelling the convening of an annual general meeting of the company.
  3. 3 Whether the applicant is entitled to the issuance of share certificates for shares allegedly paid for.

Ratio Decidendi

The court found that the applicant failed to provide clear and plain evidence that he was a shareholder of Kibera Development Company Ltd. The receipts relied upon were not issued by the company and did not indicate to whom payment was made. The memorandum and articles of association did not list the applicant as a subscriber. The court held that the issues raised required oral evidence to resolve and that mandatory orders could not be granted in the absence of indisputable rights. Consequently, the application for rectification of the register, convening of an AGM, and issuance of share certificates was dismissed.

Court Disposition

application dismissed with costs to the respondent

Orders

  • The applicant's application is dismissed.
  • Costs awarded to the respondent.