https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/4876

 **REPUBLIC OF KENYA** **IN THE ENVIRONMENT AND LAND COURT OF KENYA AT NYERI** **ELC NO. E042 OF 2025** **JON CARDON WAGNER……….……………………………APPLICANT** **VERSUS** **GRACE NYAWIRA WAMAE…………………..…………RESPONDENT** **RULING** 1. The applicant filed an application under a certificate of urgency dated October 29, 2025, seeking a temporary injunction to restrain the respondent from transferring or encumbering the properties, namely, Title Nos. Naromoru/Kiamathage/Block 3/Gatune/388 and Naromoru/Kiamathage/Block 3/Gatune/389, as well as an injunction to restrict the transfer of shares in Juniper Ranch Limited. The respondent filed a reply affidavit to the application on November 18, 2025. The applicant subsequently filed a further affidavit on December 6, 2025. 2. The Court directed the legal representatives of the parties to file written arguments. I acknowledge the receipt of these submissions, as they significantly assisted the Court in rendering its decision. 3. Based on the materials and submissions presented before me, the issues for the Court's determination are whether a temporary injunction should be granted in favor of the applicant against the respondent, as requested in the application, and which party should bear the costs associated with the application. 4. The applicant asserts that the primary issue in this case pertains to the beneficial ownership and control of Juniper Ranch Limited (the Company) and its two principal properties, Title Nos. Naromoru/Kiamathage/Block 3/(Gatune)/388 and 389 (the Suit Properties). 5. The applicant asserts that their case is based on a well-defined fiduciary and trust relationship, whereby the respondent incorporated the company and held its entire shareholding and directorship in trust for the benefit of the applicant. The suit properties were purchased exclusively with funds provided by the applicant. The respondent, in a flagrant breach of fiduciary duties, has refused to formalize the transfer of the company to the applicant's nominee, thereby necessitating this application for injunctive relief. 6. In support of the foregoing, the applicant asserts that around 2022, a mutual understanding was established whereby the applicant, who preferred to avoid direct management involvement, requested that the respondent establish a corporate vehicle for his investments in Kenya. Consequently, the respondent duly incorporated Juniper Ranch Limited on 22nd February 2022, designating herself as the sole director and owner of 10 ordinary shares (see annexures CR12 - JCW-1). This arrangement has been a nominee setup from its inception. 7. Applicant stated that the Company, financed solely by the applicant, purchased the two suit properties. The Sale Agreements (annexures JCW-2 & JCW-3) clearly identify Juniper Ranch Limited as the buyer, consistent with the agreed structure under which the Company served as the investment vehicle held in trust. 8. Furthermore, in accordance with the trust and upon the instruction of the applicant, the respondent duly executed a comprehensive set of transfer documents, including the Share Transfer Form, Resignation Letter, Board Resolution, and Consent to Act, to transfer the legal ownership of the Company to the applicant's nominee, Prabhdeep Singh Seehra (annexure JCW-4). Her execution of these documents is entirely consistent with her role as a trustee and does not indicate an assertion of absolute ownership. 9. The applicant further asserts that the respondent, after an initial period of compliance, repudiated her responsibilities. She intentionally obstructed the transfer's registration, as evidenced by email correspondence from her former legal representatives (annexure JCW-5), and now denies the trust's existence entirely. 10. The applicant asserts that, to establish the existence of such a trust, the respondent made remarkable admissions under oath in a Witness Statement dated 19th March 2024, filed in Nairobi **ELRC Cause No. E227 of 2024 (Grace Nyawira Wamae vs. Ankole Grill Limited)**. She indicated that Juniper Ranch Limited was a company established solely to fulfill the objectives controlled by the Managing Director of the respondent (the applicant herein) (Para. 38). She further stated that she was appointed as the sole director and shareholder of this company (Para. 38). Upon discovering a scheme with which she disagreed, she promptly resigned from her position as director and shareholder of Juniper Ranch Limited (Para. 40). The applicant avers that this admission constitutes a judicial confession that the Company was created for and controlled by the applicant, and that she held her position in a representative capacity. 11. The respondent claims that she exclusively financed the purchase of the two properties through Juniper Ranch Limited, of which she is the sole shareholder. The plaintiff’s case and application are based on an alleged oral trust and fiduciary relationship concerning Juniper Ranch Limited and its properties. She argues that the claim is legally baseless, factually unsupported, and involves significant material non-disclosure. She also contends that it is part of a larger pattern by the plaintiff to force business partners out of companies unjustly. Additionally, the plaintiff has failed to meet the evidentiary burden required for claims based on trust, fiduciary duty, and beneficial ownership. 12. As correctly noted by counsel, the Court must establish certain elements before issuing a temporary injunction. According to Kenyan law, three main conditions must be met: a prima facie case with a likelihood of success, irreparable harm that cannot be compensated through damages, and a balance of convenience favoring the applicant. These principles are primarily outlined in Order 40 of the Civil Procedure Rules and supported by judicial decisions. See **Giella v Cassman Brown & Company Ltd [1973] EA 358**, which is the leading case setting the triple-test criteria for interlocutory injunctions in East Africa and Kenya. **Mrao Ltd v First American Bank of Kenya Ltd [2003] KLR** provides the modern, definitive standard for what constitutes a *"prima facie case"* in Kenyan civil law. **Nguruman Limited v Jan Bonde Nielsen & 2 Others [2012] eKLR** reaffirmed that all three requirements must be satisfied together—failure to meet any one of them results in the application being dismissed. 13. Have the three conditions been met in this matter to warrant the issuance of a temporary injunction? 14. There are two sets of assertions: firstly, that the applicant claims to be the sole founder of Juniper Ranch Limited, which he characterizes as an investment vehicle; that through this entity, the two suit properties were acquired and an agreement was established with the respondent, acting in the capacity of trustee. Moreover, he indicates that he now wishes to appoint a new nominee and that the respondent has previously consented to resign from this position as director of the company. 15. Secondly, the respondent asserts that the applicant's assertions are full of falsehoods; that she solely acquired the company, that she is the sole shareholder and owns the suit properties, and that the applicant has produced nothing as a trust deed to support his case. 16. Considering the two competing interests at this stage, the Court is unable to make a definitive answer on the veracity of the parties' claims. The matters concerning ownership rights, as articulated by the parties, can only be conclusively resolved during the hearing. 17. What then should the Court do at this stage? 18. It is to issue status quo orders pending a hearing. In land matters in Kenya, status quo orders are interim court directives that preserve the existing state of affairs, safeguard the subject property, and prevent actions that could compromise the final judgment. Their primary objectives are to protect the fundamental basis of the dispute, prevent irreparable harm or waste, and uphold judicial neutrality until the conclusion of the full trial. 19. The primary features of status quo orders encompass: preservation of the substratum of the suit property, which prohibits unlawful transfers, subdivision, charging, or physical development on contested land; prevention of evictions, which restrains parties from removing occupants or altering physical possession; avoidance of nugatory outcomes, ensuring that the prevailing party at the end receives a substantive remedy rather than a superficial victory over the suit property through alienation or transfer; and assistance in Case Management, offering a neutral mechanism to mitigate tensions and prevent self-help actions by claimants during the trial of the case by the ELC. 20. Refer to the decisions in **TSS Spinning & Weaving Company Ltd v Nic Bank Limited & another [2020] KEHC 3977 (KLR**). In this case, the court analyzed the doctrine, determining that a status quo order preserves the subject matter precisely as it was on the day the order was issued, thereby preventing alterations that could undermine the court's eventual determination. In **Fatuma Abdi Jillo v Kuro Lengesen & another [2021] KEELC 2312 (KLR)**, it was underscored that courts granting status quo orders must explicitly specify which actions are restrained—such as suspending construction, stopping evictions, and prohibiting land transfers—to prevent ambiguity. In **Mugah v Kunga [1988] KECA 28 (KLR)**, the Court of Appeal established a fundamental stance, affirming that in land disputes, orders to preserve the status quo are essential mechanisms for protecting property rights pending a conclusive determination of rights. In **Thugi River Estate Limited v National Bank of Kenya [2015] eKLR,** the Court emphasized the necessity for accuracy and delineation of what constitutes status quo, insisting that the substratum of the suit property be maintained in the exact operational and physical condition at the time the dispute originated. 21. Consequently, although I will not issue a temporary injunction at this stage, I will issue status quo orders to preserve the substratum of the suit and the suit properties as follows: 22. **Pending the hearing and determination of this suit, the directorship of Juniper Ranch Limited (Company No. PVTRXU2KXBR) shall remain as it is currently recorded with the Registrar of Companies till this suit is heard and determined.** 23. **Pending the hearing and final determination of this suit, the registration and occupation of Title Nos. Naromoru/Kiamathage/Block 3/(Gatune)/388 and Naromoru/Kiamathage/Block 3/(Gatune)/389 shall remain unchanged until the conclusion of this suit. Accordingly, no alienation, transfer, charge, lease, waste, damage, or any other form of interference or dealing with the properties identified as Title Nos. Naromoru/Kiamathage/Block 3/(Gatune)/388 and Naromoru/Kiamathage/Block 3/(Gatune)/389 shall be permitted until this suit is heard and determined.** 24. **Costs in the cause.** **Dated, signed, and delivered virtually in Nyeri on this 23rd day of July, 2026** **E. K. MAKORI** **JUDGE** **In the presence of:** **Mr. Omuyoma for the Applicant** **Ms. Kimani for the Respondent.** **Denis - Court Assistant**