[2021] KEHC 13012 (KLR)
The court found that the question of who should administer the estate of the deceased remains unresolved in the Succession Court. Since the applicants' authority to step into the deceased's position as shareholder and director of the company is in question, any party who brings this issue to the court's attention...
Source-derived case information.
- Citation
- [2021] KEHC 13012 (KLR)
- Parties
- Applicant: Margaret Rachel Mbogo; Applicant: Walter Nyamu Kariuki; Respondent: The Registrar of Companies; Interested Party: Robert Muthara Njoka
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Commercial Courts)
- Jurisdiction
- Kenya
- Case Number
- Miscellaneous Application 820 of 2020
- Procedural Posture
- Miscellaneous Application / Ruling on Application for Joinder of Interested Party
- Outcome
- application for joinder of interested party allowed
- Judges
- F Tuiyott
- Legal Topics
- Company Directorship, Succession Disputes, Joinder of Parties
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Margaret Rachel Mbogo
Applicant
Walter Nyamu Kariuki
Applicant
The Registrar of Companies
Respondent
Robert Muthara Njoka
Interested Party
Procedural Posture
Miscellaneous Application / Ruling on Application for Joinder of Interested Party
Legal Issues
- 1 Whether Robert Muthara Njoka should be joined as an interested party in the proceedings concerning the appointment of directors to New Embu Uhuru Garage Limited.
- 2 Whether the applicants are duly authorized to step into the shoes of the deceased as shareholders and directors of the company.
Ratio Decidendi
The court found that the question of who should administer the estate of the deceased remains unresolved in the Succession Court. Since the applicants' authority to step into the deceased's position as shareholder and director of the company is in question, any party who brings this issue to the court's attention has a legitimate cause to be joined in the proceedings. The court emphasized that it can only make orders regarding the appointment of directors if satisfied that the applicants are duly authorized in the succession cause. Therefore, the application by Robert Muthara Njoka to be joined as an interested party was allowed to ensure that all relevant interests are represented and...
Court Disposition
application for joinder of interested party allowed
Orders
- The application dated 10th December 2020 for joinder of Robert Muthara Njoka as interested party is allowed.
- Costs in the cause.
Full Case Text
Judgment text and source record
33 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI LAW COURTS
COMMERCIAL & TAX DIVISION
MISCELLANEOUS APPLICATION NO. E 820 OF 2020
MARGARET RACHEL MBOGO................................................... 1ST APPLICANT
WALTER NYAMU KARIUKI...........................................................2ND APPLICANT
VERSUS
THE REGISTRAR OF COMPANIES.................................................RESPONDENT
RULING
1. There is a dispute as to whom should be the Administrator of the Estate of the late Josphat Njoka Mbiriai (the Deceased).
2. H. L. Ong’undi J in Embu Succession Cause No. 315 of 2010 In the matter of the Estate of Josphat Njoka Mbiriai (Deceased) says as follows of the dispute:-
“28. First and foremost this Court has to determine the validity of the alleged WILL left behind by the deceased.
The reason is that if there was indeed a written WILL what was to be issued was a grant of probate for WILL, and not letters of administration as is the case here. The letters issued in succession cause No. 315/2010 will not be confirmed until the issue of the Will is determined.
29. As the court establishes the validity of the WILL the assets of the deceased's estate must be preserved.”
3. In the cause at hand, the Applicants take out proceedings against the Registrar of Companies seeking an order that he appoints Margaret Rachel Mbogo, John Murangi Muchiri, Asnath Wanjira Charles Kimata Karari, George Ndwiga Kariuki, Walter Nyamu Kariuki, Benjamin Wanjohi Karemere, Nicasio Muriithi Njoka, Joseph Njagi Kagau, Arthur Munene Mbogo and Ebrahim Ndiritu Muriithi as directors of New Embu Uhuru Garage Limited (the company). Prior to his death, the Deceased was a Director and Shareholder of the company.
4. The 1st Applicant brings the Application as an administratrix to the Estate of the Deceased.
5. Upon commencement of the proceedings, one Robert Muthara Njoka moved this Court through the Notice of Motion dated 10th December 2020 seeking to be joined in as an interested party. He cites the dispute in the succession matter.
6. Although the application is opposed, it is for allowing.
7. From the decision of Ong’undi J it is clear that the question of who should administer the Estate of the Deceased is unresolved. And while that issue is for the Succession Court and not this Court, a party that brings to this Court’s attention that the person seeking to step into the shoes of the Deceased Estate in the company seeks to do so on questioned capacity would have legitimate cause to join in this matter. This is because the Court can only make the orders sought if satisfied that the Applicants are duly authorized in the succession cause to step into the shoes of the Deceased as Shareholders and Directors.
8. The Application of 10th December 2020 is hereby allowed. Costs in the cause.
DATED, SIGNED AND DELIVERED IN COURT AT NAIROBI THIS 26TH DAY OF MAY 2021
F. TUIYOTT
JUDGE
ORDER
In view of the declaration of measures restricting Court operations due to the COVID-19 pandemic and in light of the directions issued by his Lordship, the Chief Justice on 17TH April 2020, this Ruling has been delivered to the parties through virtual platform.
F. TUIYOTT
JUDGE
PRESENT:
Rao for proposed Interested Party
Nyangoro for Applicant
Odhiambo for Registrar of Companies
Court Assistant: Nixon