[2004] KEHC 895 (KLR)
The Court found that the 5th Plaintiff, Kiambu Dandora Farmers Co. Ltd, was not properly authorized to be a party to the suit, as there was no evidence that the proceedings were sanctioned by its Board of Directors or by a valid resolution. The Court held that the issue of authority and capacity to sue is...
Source-derived case information.
- Citation
- [2004] KEHC 895 (KLR)
- Parties
- Plaintiff: Kariuki Njoroge; Plaintiff: Mutegi Karega; Plaintiff: Samuel Ngugi Nganga; Plaintiff: John Kamau Kanjigi; Plaintiff: Kiambu Dandora Farmers Co. Ltd; Defendant: Stephen Mugo Mutothori; Defendant: Raymond Mwangi Waweru; Defendant: Peter Karumbi Keingati
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Law Courts)
- Jurisdiction
- Kenya
- Case Number
- ? 609 of 2004
- Procedural Posture
- Civil Case / Ruling on Application to Strike Out Party
- Outcome
- Application allowed. The 5th Plaintiff struck out as a party. Costs to the Respondents.
- Legal Topics
- Joinder of Parties, Company Capacity to Sue, Authority of Directors, Striking Out Parties
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Kariuki Njoroge
Plaintiff
Mutegi Karega
Plaintiff
Samuel Ngugi Nganga
Plaintiff
John Kamau Kanjigi
Plaintiff
Kiambu Dandora Farmers Co. Ltd
Plaintiff
Stephen Mugo Mutothori
Defendant
Raymond Mwangi Waweru
Defendant
Peter Karumbi Keingati
Defendant
Procedural Posture
Civil Case / Ruling on Application to Strike Out Party
Legal Issues
- 1 Whether the 5th Plaintiff, Kiambu Dandora Farmers Co. Ltd, was properly joined as a party to the suit.
- 2 Whether the proceedings were instituted with proper authority from the 5th Plaintiff's Board or by resolution.
- 3 Whether the 5th Plaintiff has any interest in the reliefs claimed or complaint against the Defendants.
Ratio Decidendi
The Court found that the 5th Plaintiff, Kiambu Dandora Farmers Co. Ltd, was not properly authorized to be a party to the suit, as there was no evidence that the proceedings were sanctioned by its Board of Directors or by a valid resolution. The Court held that the issue of authority and capacity to sue is fundamental to jurisdiction, and without such authority, the company could not be properly joined as a party. The Respondents failed to demonstrate any valid grounds to challenge the application for striking out, nor did they show that the 5th Plaintiff had any interest in the reliefs claimed or any complaint against the Defendants. Consequently, the application to strike out the 5th...
Court Disposition
Application allowed. The 5th Plaintiff struck out as a party. Costs to the Respondents.
Orders
- The name of Kiambu Dandora Farmers Co. Ltd is struck out from the proceedings.
- The Respondents will bear the costs of the application.
Full Case Text
Judgment text and source record
39 paragraphs
REPUBLIC OF KENYA IN THE HIGH COURT AT NAIROBI
CIVIL CASE NO. 609 OF 2004
KARIUKI NJOROGE …………………………………. 1ST PLAINTIFF
MUTEGI KAREGA…………………………………….. 2ND PLAINTIFF
SAMUEL NGUGI NGANGA…………………………. 3RD PLAINTIFF
JOHN KAMAU KANJIGI…………………………… 4TH PLAINTIFF
KIAMBU DANDORA FARMERS CO. LTD………… 5TH PLAINTIFF
VERSUS
STEPHEN MUGO MUTOTHORI …………………. 1ST DEFENDANT
RAYMOND MWANGI WAWERU…………………. 2ND DEFENDANT
PETER KARUMBI KEINGATI……………………. 3RD DEFENDANT
RULING
The 5th Defendant Company Kiambu Dandora Farmers Co. Ltd. has filed this applicationseeking an
order of the Court to strike its name from these proceedings. It contends that it has been improperly joined in
the suit which suit has been instituted without authority, by way of resolution against certain of its directors
who happen also to be trustees of the 5th Defendants assets. The 5th Defendant applicant also contends that
there would be a conflict of interest if the suit is allowed to continue as filed. The applicant also states that it
has no complaint against the Defendants in the management of trust affairs, and has therefore no interest in the
suit of the reliefs claimed.
The Respondents on the other side claims that the 5th Defendant is a necessary party in the proceedings
andshould not be allowed to opt out of the proceedings since its removal would prejudice the interests of the
Plaintiff/Respondents. Mr. Muriithi for the Respondents submitted that the Court should determine whether
it would be able to adjudicate the matters in dispute without the 5th Defendant appearing as party in the suit.
The issue of authority and capacity to sue goes to jurisdiction. The applicants have submitted, and properly
so,that a company can only sue in its own name with the sanction of its Board of Directors or under a resolution
in generalor special meeting. The Respondents have not shown this Court that they have been authorized to take
out theseproceedings in the name of the 5th Defendant or at all. it matters not whether or not they have certain legal
rights thatthey would wish to enforce as beneficiaries under the relevant Trust deed.They must come to Court properly
and with authority. I am not convinced either that these proceedings providethe proper means by which to urge the
removal and/or replacement of trustees but I find it unnecessary to venture into the issue.
I find that the Respondents have no valid grounds upon which to challenge the present application and proceed to allow
the same. The Respondents will bear the costs of the application.
Dated and Delivered at Nairobi this 10 th day of December 2004.
M.G. Mugo
Judge
In the presence of
Makori h/b for 5 th Plaintiff/Applicant
Muriithi for 1 -4 Plaintiffs
N/A for Defendants