[2025] KEHC 3363 (KLR)

Manchester Outfitters Limited v Nairobi City County (Civil Case E115 of 2024) [2025] KEHC 3363 (KLR) (Commercial and Tax) (19 March 2025) (Ruling)

Neutral citation: [2025] KEHC 3363 (KLR)

Republic of Kenya

In the High Court at Nairobi (Milimani Commercial Courts)

Commercial and Tax

Civil Case E115 of 2024

A Mabeya, J

March 19, 2025

Between

Manchester Outfitters Limited

Plaintiff

and

Nairobi City County

Defendant

Ruling

1. This ruling determines the issue of representation as between the firms of M/S Ogello Awiti & Co. Advocates and that of M/S Kaka Kamau & Co. Advocates for the plaintiff.

2. Both firms claim to have received instructions from the plaintiff to act on its behalf. On the 19/11/2024, the Court directed that both firms do file their affidavit evidence on their appointment by the plaintiff in this matter.

3. Mr. Pushpinder Singh Mann, swore an affidavit on 25/11/2024 that he is a director of the plaintiff. He deposed that the firm of Kaka Kamau & Co. Advocates or any other firm appointed by Pravin and Rajesh Galot do not have the authority to act for the plaintiff.

4. He deposed that sometime in 2007, Mr. Mohan Galot, the plaintiff’s Governing Director, removed the said Pravin Galot and Rajesh Galot from the directorship of the company, a decision that was upheld by a 3-judge bench vide its ruling of 11. 04. 2024 in HCCC No. 55 of 2012. He deposed that, in that case, the bench considered the issue of directorship and shareholding in the plaintiff and held that Pravin and Rajesh Galot had ceased to be directors of the plaintiff on the 14/3/2007. That decision ended the issue that had been outstanding for 15 years.

5. He deposed that Pravin Galot and Rajesh Galot had previously appointed the firm of Kaka Kamau & Co. Advocates to act on behalf of the plaintiff. That however, following the said ruling of 11. 4.2024, under the governorship of Mohan Galot, the plaintiff appointed the firm of Ogello Awiti & Co. Advocates to take over the conduct of this matter from the firm of Kaka Kamau & Co. Advocates.

6. It was further deposed that without the knowledge and approval of the plaintiff, the firm of Kaka Kamau & Co. Advocates filed a notice of change of advocates together with a notice purporting to withdraw the present suit which prompted Mr. Mohan Galot to lodge a complaint with the Advocates Complaints Commission.

7. Mr. Ernest Kaka Kamau swore an affidavit on the 28/11/2024 on behalf of the firm of Kaka Kamau & Co. Advocates. He deposed that by virtue of the consent orders entered in HCC No. 55 of 2012 and in HCC No. 430 of 2012, Pravin and Rajesh Galot were still directors of the plaintiff.

8. That they had the authority to issue instructions, as they did on the 5/2/2024, instructing him to issue a demand letter to the defendant, on the 8/3/2024 to file the instant suit and on 18/3/2024 to explore an out of court settlement and subsequently to withdraw the suit.

9. He deposed that the firm of Ogello Awiti & Co Advocates had not been appointed by the persons authorized by Court to run the affairs of the plaintiff and that the ruling of 11. 04. 2024 did not in any way allow them to disregard court orders.

10. I have considered the affidavit evidence adduced by the parties. The question for determination turns on the question, who is the plaintiff’s appointing authority?

11. The firm of Ogello Awiti & Company placed reliance on the ruling delivered by a 3-judge bench in HCCC 55 of 2012 on the 11. 4.2024 that settled the issue of directorship and shareholding of the plaintiff. In that ruling, the Court held that Pravin and Rajesh Galot had ceased to be directors of the plaintiff on the 14/3/2007 and thus all their actions since then had been void ab initio and that Mohan Galot was the governing director of the plaintiff.

12. On its part, the firm of Kaka Kamau & Co Advocates relied on the consent orders entered in HCC No. 55 of 2012 and in HCC No. 430 of 2012 that regarded Pravin and Rajesh Galot as directors of the plaintiff pending the determination of the issue of directorship and shareholding of the plaintiff.

13. I do note that the issue of directorship and shareholding of the plaintiff was the central issue that was being addressed by the 3 Judge-bench in HCCC No. 55 of 2012 vide its ruling of 11. 4.2024. That bench made a finding that Mohan Galot was the governing director of the plaintiff as at 4/3/2007 and that Pravin and Rajesh Galot ceased to be directors of the plaintiff on 14. 03. 2007 and that all their subsequent actions were null and void.

14. It goes without say that the aforesaid ruling of the 3 Judge-bench superseded any earlier orders regarding who is the appointing authority of the plaintiff. In that regard, the Court was not told whether that ruling had been varied, stayed or set aside. In this regard, the issue of directorship of the plaintiff is considered to have been determined and this Court cannot re-open the same by the operation of the doctrine of res judicata.

15. By deposing that Pravin and Rajesh Galot had the authority to appoint him as the plaintiff’s advocate, Mr. Kaka Kamau, Advocate is seeking to re-litigate an issue that has already been determined. He is inviting the Court to re-open an issue that has already been determined by a court of competent jurisdiction.

16. Following the ruling of 11/4/2024 in the said HCCC No. 55 of 2012, Mr. Mohan Galot was held to be the governing director of the plaintiff. Mr. Pravin and Rajesh Galot were found not to be directors of the plaintiff and as such could not purport to appoint an advocate to act on behalf of the plaintiff.

17. The 3 Judge-bench considered the consent orders made in HCC No. 55 of 2012 and in HCC No. 430 of 2012 that regarded Pravin and Rajesh Galot as directors of the plaintiff. The court determined that the said consents were meant to allow for the determination of the directorship and shareholding issue in HCCC No. 55 of 2012. The court proceeded to hold that the 3-judge bench decision of 11. 04. 2024 applied uniformly across all connected matters.

18. In view of the foregoing, the Court makes a finding that it is the firm of Ogello Awiti & Co. Advocates who are properly on record for the plaintiff in this matter. The firm of Kaka Kamau & Co. Advocates having been appointed by persons who had no authority have no authority to represent the plaintiff.It is so ordered.

SIGNED AT KISUMU THIS 5TH DAY OF MARCH, 2025. A. MABEYA, FCI ArbJUDGEDATED AND DELIVERED AT NAIROBI THIS 19TH DAY OF MARCH, 2025. F. GIKONYOJUDGE