https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3133

Ronoh & 26 others v Mbugua & 7 others; Mideast Plains Enterprises Limited (Intended Interested Party) (Environment and Land Case E190 of 2022) [2026] KEELC 3133 (KLR) (15 May 2026) (Ruling) Neutral citation: [2026] KEELC 3133 (KLR) Republic of Kenya In the Environment and Land Court at Nairobi Environment and Land Case E190 of 2022 TW Murigi, J May 15, 2026 Between Joseph Kipkoech Ronoh & 26 others & 26 others Plaintiff and Nicholas Thungu Mbugua 1st Defendant George Kangethe Mbugua 2nd Defendant Andrew Mbugua Thungu (Administrator of the Estate of Davis Thungu Mbugua (Deceased)) 3rd Defendant Monicah Muthoni Mbugua 4th Defendant James Mubia Gitundu 5th Defendant Nairobi County Government 6th Defendant Registrar of Titles, Ardhi House Nairobi 7th Defendant The Attorney General 8th Defendant and Mideast Plains Enterprises Limited Intended Interested Party Ruling 1.By a Notice of Motion dated 9th October 2025, brought under Order 51 Rule 1, Order 1 Rules 10 and 14 of the Civil Procedure Rules, and Sections 1A, 1B, 3, and 3A of the Civil Procedure Act, the Intended Interested Party seeks the following orders:i.Spentii.That this Honourable Court be pleased to admit the Intended Interested party into this suit.iii.That the costs of the application be in the cause. 2.The application is based on the grounds appearing on its face together with the supporting affidavit OF Charles Kangethe Mbugua, sworn on even date. The Applicant’s Case 3.The deponent averred that the intended Interested Party is the registered owner of the property known as L.R. No. 6845/109, which is claimed by the Plaintiffs. 4.He further averred that the Intended Interested Party has never sold the suit property to the Plaintiffs or any other party in this suit. He asserted that the Plaintiffs are trespassers on the suit property. 5.He argued that the joinder of the intended Interested Party to the suit is necessary as it would be affected by any decision made by the court in this matter. He urged the court to join the interested party so it could adjudicate and resolve all the issues in the dispute. 6.The deponent maintained that the parties would not suffer any prejudice if the Interested Party is joined to the suit. The Plaintiff’s Case 7.The Plaintiffs filed Grounds of Opposition dated 28th October 2025 in opposition to the application. They argued that the application is unnecessary, belated, and intended to delay the hearing of the main suit. 8.They further contended that the 1st and 3rd Defendants are directors and shareholders of the Intended Interested Party and, therefore, any matter the Intended Interested Party seeks to raise is adequately covered by their evidence and pleadings. They maintained that the proposed joinder would not serve any useful purpose. 9.They stated that they have no direct claim against the Intended Interested Party whose title significantly differs from the title attached by the 1st and 3rd Defendants in their earlier pleadings. 10.The Plaintiffs challenged the Intended Interested Party’s legal interest in the matter, asserting that it has not presented any cogent evidence to demonstrate that it has an identifiable interest in the Plaintiffs’ claim, or that its presence is necessary for the effective and complete resolution of the issues before the Court. They further argued that no prejudice has been demonstrated, particularly since the Intended Interested Party’s two directors are parties in their personal capacities. 11.Regarding the delay, the Plaintiffs argued that the application was filed after the hearing had already been scheduled and that, if allowed, it would delay and derail the disposal of the main suit. 12.The Plaintiffs also raise concerns about the titles relied upon by the parties. They state that the names of the 1st and 3rd Defendants appear on two separate titles on 17th July 2015 and 17th November 2011, each with a different title number. They argued that the documentation is dubious and that the application seeks to cause confusion rather than assist the Court. 13.The Plaintiffs urged the Court to find that the application for joinder lacks merit, is scandalous, vexatious, and intended to delay the hearing of the main suit. THE RESPONSE 14.The Intended Interested Party filed a further affidavit in response to the Plaintiffs’ Grounds of Opposition. The deponent averred that the title attached to the replying affidavit of Davis Thungu Mbugua, sworn on 28th June 2022, was the mother title registered in the name of the original proprietor, Githunguri Njiru Farm (1966) Limited, and that the entries therein reflected the transfers made to the shareholders of the said company. 15.He further averred that Entry No. 61 of the mother title indicates that the suit property, being L.R. No. 6845/109, was transferred to the 1st Defendant, the 2nd Defendant, and the late Davis Thungu Mbugua. The transfer was registered on 17th July 2015, after which a new certificate of title was issued in the names of the 1st Defendant, the 2nd Defendant, and the late Davis Thungu Mbugua. 16.He averred that on 5th October 2020, the suit property was transferred to the intended Interested Party. 17.Regarding the issue of joinder, the deponent acknowledged that the late Davis Thungu Mbugua and the 1st Defendant were directors of Mideast Plains Enterprises Limited. However, he maintained that the said directors and the company are separate legal entities and therefore, the company should be joined in the proceedings as a distinct legal entity. 18.He argued that the Intended Interested Party, being the registered owner of the suit property, must be present in court since any decision could potentially affect it. He reiterated that the intended Interested Party has not subdivided or sold the suit property to anyone. 19.The deponent argued that the Intended Interested Party would suffer irreparable loss if it were not included in the proceedings, owing to its proprietary interest in the suit property. 20.The application was canvassed by way of written submissions. The Intended Interested Party’s Submissions 21.The Intended Interested Party filed its submissions dated 18th December 2025. 22.On its behalf, Counsel relied on Order 1 Rule 10(2) of the Civil Procedure Rules, which empowers the Court, at any stage of the proceedings, to order the joinder of a party whose presence is necessary to enable the Court to effectively and fully resolve all questions involved in the suit. 23.Counsel submitted that the test for joinder is whether the party intended to be joined has a direct, personal, and legally protectable interest in the subject matter, as opposed to a remote concern or general interest. It was argued that the Applicant’s registered ownership of the suit property constitutes a proprietary interest that may be adversely affected by any judgment rendered in its absence. To support this argument, Counsel relied on Trusted Society of Human Rights Alliance v Mumo Matemu & 5 Others[2014] eKLR and Francis Karioki Muruatetu & Another v Republic & 5 Others [2016] eKLR 24.Counsel further asserted that excluding the intended Interested Party from the proceedings would result in prejudice, as it would be bound by the orders issued without the opportunity to present evidence or argue its legal position. 25.Counsel submitted that the Plaintiffs’ claim that joinder is unnecessary because some of its directors are already parties to the suit is legally untenable. Counsel relied on Salomon v A Salomon & Co Ltd [1897] AC 22, to submit that a company acquires a legal personality that is separate and distinct from its shareholders and directors upon incorporation. Counsel contended that, since the suit property is registered in the company’s name and not in the names of its directors, the presence of the directors in the proceedings cannot substitute for the company’s participation. To support this argument, Counsel also cited Victor Mabachi & Another v Nurturn Bates Limited [2013] eKLR, Kolaba Enterprises Ltd v Shamshudin Hussein Varvani & Another [2015] eKLR, Kenya Breweries Limited & 3 Others v Symon Wairobi Gatuma, [2017] eKLR, and Symon Wairobi Gatuma v Kenya Breweries Limited & 3 Others [2024] KESC 52 (KLR). 26.Counsel argued that the Interested Party had demonstrated a direct, personal, and legally protected interest in the subject matter of the suit. It was contended that the joinder is necessary to enable the Court to effectively and fully determine all questions relating to ownership, possession, and proprietary rights over the suit property. 27.At the time of writing this ruling, the Plaintiffs had not filed their submissions as directed. Analysis And Determination 28.Having considered the application, responses, and the rival submissions, the issue for determination is whether the Intended Interested Party has met the threshold for joinder in these proceedings. 29.The Black’s Law Dictionary, 9th Edition, defines an Interested Party as a party that has a recognizable stake in a matter. 30.The principles governing the joinder of interested parties were established by the Supreme Court of Kenya in Francis K. Muruatetu and another v. Republic & 5 others (2016) eKLR:“Enjoinment is not as a right, but is at the discretion of the court; hence, sufficient grounds must be laid before the court, on the basis of the following elements:i.The personal interest or stake that the party has in the matter must be set out in the application. The interest must be clearly identifiable and must be proximate enough to stand apart from anything that is merely peripheral.ii.The prejudice to be suffered by the intended interested party in case of non-joinder must also be demonstrated to the satisfaction of the court. It must also be clearly outlined and not something remote.iii.Lastly, a party must, in its participation, set out the case and/or submissions it intends to make before the court, and demonstrate the relevance of those submissions. It should also demonstrate that these submissions are not merely a replication of what the other parties will be making before the court.” 31.In Communications Commission of Kenya and 4 Others v Royal Media Services Limited & 7 Others [2014] eKLR, the Supreme Court held that:“An interested party is one who has a stake in the proceedings, though he or she was not party to the cause ab initio. He or she is one who will be affected by the decision of the Court when it is made, either way. Such a person feels that his or her interest will not be well articulated unless he himself or she herself appears in the proceedings, and champions his or her cause. Similarly, in the case of Meme v. Republic, [2004] 1 EA 124, the High Court observed that a party could be enjoined in a matter for the reasons that:(i)Joinder of a person because his presence will result in the complete settlement of all the question involved in the proceedings;(ii)Joinder to provide protection for the rights of a party who would otherwise be adversely affected in law;(iii)Joinder to prevent a likely course of proliferated litigation.We ask ourselves the following questions:a)what is the intended party’s state and relevance in the proceedings andb)will the intended interested party suffer any prejudice if denied joinder.?” 32.The issue for determination is whether the Intended Interested Party has demonstrated an identifiable interest in the suit property; whether it would suffer prejudice if excluded from the proceedings; and whether its participation is necessary for the effective and complete resolution of the dispute. 33.The Intended Interested Party asserts that it is the registered proprietor of the suit property known as L.R. No. 6845/109. In this regard, the Applicant produced company records showing its directors, a certificate of title for I.R. No. 163957, L.R. No. 6845/109, showing transfer and registration in its favour on 5th October 2020, a copy of the mother title, L.R. No. 6845/16, I.R. No. 134320, which at Entry No. 61 records a transfer of L.R. No. 6845/109 to Nicholas Thungu Mbugua, George Kangethe Mbugua and Davis Thungu Mbugua, a transfer dated 29th November 2019 to Mideast Plains Limited, and a special power of attorney relied upon in the transaction. Notably, the Plaintiffs identify L.R. No. 6845/109 as the suit property in the Plaint. 34.A party asserting to be the registered owner of the disputed property has an identifiable interest in the proceedings. Such an interest is neither remote nor peripheral. 35.The Plaintiffs contended that the company’s interests are sufficiently protected, given that the directors of the Intended Interested Party, namely Nicholas Thungu Mbugua and Davis Thungu Mbugua, are parties to the suit. It is a well-established principle that a company constitutes a separate legal entity distinct from its shareholders and directors. The Supreme Court, in Gatuma v Kenya Breweries Ltd & 3 others [2024] KESC 52 (KLR), articulated that:“The general rule in Salomon Vs Salomon (supra) is that a company is an artificial person, separate and distinct from its directors and shareholders, and neither the directors nor shareholders are personally liable for the defaults of the company save in special narrowly defined circumstances, which form specific exceptions to the general rule.” 36.In Mabachi & another v Nurtun Bates Ltd (Civil Appeal 247 of 2005) [2013] KECA 204 (KLR), the Court of Appeal held that a company “as a body corporate, is a persona jurisdica, with a separate independent identity in law, distinct from its shareholders, directors, and agents unless there are factors warranting a lifting of the veil.” 37.It follows that the presence of directors in their personal capacities does not, on its own, amount to representing the company as a separate landowner. 38.The Plaintiffs raised concerns about alleged inconsistencies in the titles and the history of transfers related to the suit property. They argued that the documentation relied upon is questionable and that the application aims to cause confusion and delay the hearing of the case. 39.While these concerns may be relevant during the trial when the Court examines the validity of the competing claims to the suit property, they do not prevent joinder at this stage. Conversely, the existence of conflicting documents relating to the same property suggests that the participation of the Intended Interested Party can assist the Court in resolving all questions regarding ownership, possession, and title in a single proceeding. 40.Regarding prejudice, the Intended Interested Party stated that it is the registered owner of the suit property and that any orders made in the suit may affect its proprietary rights. It presented a copy of the title indicating that it is the registered proprietor of the suit property. 41.Under Section 26 of the Land Registration Act, a certificate of title is regarded as prima facie evidence that the person named therein is the absolute and indefeasible owner, subject only to the qualifications specified in that section. 42.In the circumstances, a judgment made in the absence of the Intended Interested Party may directly affect its title and possession without giving it an opportunity to be heard. The prejudice claimed is therefore not remote or speculative, but is close to the subject matter of the suit. 43.The Plaintiffs have expressed concern about delays, which is an important factor, especially since the suit was filed in 2022 and the application was filed after the case had progressed. However, the ground of delay is not sufficient to deny joinder, provided the applicant has shown a direct proprietary interest in the matter and that their exclusion could lead to prejudice. 44.The Court must also consider whether the participation of the Intended Interested Party would merely duplicate the case of the existing Defendants. Although there may be similarities in the facts, the Intended Interested Party’s position is not identical to that of its directors. It claims to hold title in its own corporate name. Its legal interest, if any, arises from its alleged status as the registered proprietor of the suit property. That is a distinct legal interest which cannot be fully addressed by the presence of its directors as individual litigants. 45.The upshot of the foregoing is that the application dated 9th October 2025 is hereby allowed as follows:a.Mideast Plains Enterprises Limited is hereby joined to these proceedings as an Interested Party.b.The Interested Party shall file and serve its pleadings, witness statements and documents, if any, within fourteen days from the date hereof. The existing parties shall be at liberty to file and serve any responses limited to the Interested Party’s pleadings and documents within fourteen days of service.c.Costs of the application shall be in the cause. RULING SIGNED, DATED, AND DELIVERED VIA MICROSOFT TEAMS THIS 15TH DAY OF MAY 2026.…………………………………….HON. T. MURIGIJUDGEIN THE PRESENCE OF:-Ms. Kamuyu for the 3rd defendantC.K Chege for the Interested Party/ApplicantAhmed – Court assistant