[2025] KEHC 8996 (KLR)

Muchina & 2 others v Mathenge & 4 others; Kimani & another (Interested Parties); Kanyeki & another (Proposed Interested Parties) (Civil Suit E030 of 2022) [2025] KEHC 8996 (KLR) (21 April 2025) (Ruling)

Neutral citation: [2025] KEHC 8996 (KLR)

Republic of Kenya

In the High Court at Kiambu

Civil Suit E030 of 2022

DO Chepkwony, J

April 21, 2025

Between

Pauline Wangari Muchina

1st Applicant

Anthony Mwaura Waweru

2nd Applicant

David Mbugua Ndichu

3rd Applicant

and

Thuo Mathenge

1st Respondent

Jospeh Kimani Kangethe

2nd Respondent

Raphael Muchiri Nduati

3rd Respondent

Mboi Kamiti Farmers

4th Respondent

Registrar of Companies

5th Respondent

and

Eliud Muchai Kimani

Interested Party

James Ndegwa Gitau

Interested Party

and

Joseph Muhia Kanyeki

Proposed Interested Party

Mwaura K. Geoffrey

Proposed Interested Party

Ruling

1. This is a ruling in respect of the Notice of Motion application dated 9th December, 2024, whereby the Applicants, the Proposed 6th and 7th Interested Party are seeking to be enjoined as Interested Parties in this suit and for costs to be in the cause.

2. The Application is predicated on the grounds set out on its face and the Supporting Affidavit of the 6th and 7th Proposed Interested Parties sworn on the instant date. The Applicants seek to be enjoined in the suit since they are Shareholders of the 4th Defendant but have been excluded from participating in the proceedings and did not know of the existence of the suit. It is their argument that a Judgment was issued in Civil Suit No.1196 of 2006 between Joseph Muhia Kanyeki –vs- Mboi- Kamiti Farmers Co. Ltd and on 24th April, 2007 a decree issued in favour of the Plaintiff against the Defendant for the sum of Kshs. 6,737,589/= which decretal amount is yet to be paid by the 4th Defendant. It is their contention that the application has been brought without undue delay and neither party will be prejudiced if their application is allowed since it will be in the interest of justice.

3. The 1st and 4th Respondents have opposed the application through Grounds of Opposition dated 20th March, 2025. They hold that the 6th and 7th Proposed Interested Parties’ concern relates to the execution of a decree for the sum of Ksh. 6,737,589 in Civil Suit No. 1196 of 2006 but they have not provided a valid basis for their seeking to be enjoined in these proceedings as Interested Parties. Further, it is their contention that the matter cited by the 6th and 7th Proposed Interested Parties relates to the execution of a monetary decree, hence this is not the proper avenue for them to be enjoined and ventilate their grievances over issues that relate to another suit which has already been concluded. They have urged that the application be dismissed.

4. The court directed that the application be canvassed by way of written submissions whereby the Applicants filed theirs dated 13th January, 2024 and the 1st and 4th Respondents have filed submissions dated 24th March, 2025.

Determination 5. I have read through the respective affidavits filed by the parties herein in support and opposition of the prayers sought in the application dated 9th December, 2024. I have also read through the written submissions that either party has filed and find the main issue being whether the Applicants have satisfied the threshold set for joinder of parties in a suit.

6. In considering this application, the first port of call on the issue of joinder of parties is underpinned under Order 1 Rule 10(2) of the Civil Procedure Rules which states as follows:-“The court may at any stage of the proceedings, either upon, or without the application of either party, and on such terms as may appear to the court to be just, order that the name of any party improperly joined, whether as Plaintiff or Defendant be struck out, and that the name of any person who ought to have been joined, whether as Plaintiff or Defendant or whose presence before the court may be necessary in order to enable the court effectually and completely to adjudicate upon or settle all questions involved in the suit, be added.”

7. Under Rule 2 of the Constitutionof Kenya (Protection of Rights and Fundamental Freedoms) Practice and Procedure Rules, 2013, an Interested Party is defined as follows:-“Interested party” means a person or entity that has an identifiable stake or legal interest or duty in the proceedings before the court but is not a party to the proceedings or may not be directly involved in the litigation”

8. The Supreme Court of Kenya in the case of Communications Commission of Kenya and 4 Others –vs- Royal Media Services Limited & 7 Others Petition No. 15 of [2014] eKLR relied on its earlier decision in the MUMO MATEMO Case in defining who an ‘Interested Party’ is, held as follows:-“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 stake and relevance in the proceedings andb)Will the intended interested party suffer any prejudice if denied joinder?”

9. In the instant case, the 6th and 7th Proposed Interested Parties seek to be enjoined in the suit because the 4th Respondent Company, in which they are Shareholders is a Judgment Debtor in a Civil Suit No. 1196 of 2006 between Joseph Muhia Kanyeki –vs- Mboi Kamiti Farmers Co. Ltd. where the 6th Proposed Interested Party has a Judgment in his favour against the 4th Respondent herein. Clearly, this civil suit is not related to these proceedings.

10. The Court finds that the 6th and 7th Proposed Interested Parties have not demonstrated any stake in these proceedings or what prejudice they stand to suffer to warrant their being enjoined as parties. There is no order which can be issued herein that will affect them adversely since the dispute involves Directors of the 4th Defendant and holding of an Annual General Meetings. Further more, the suit cited as the reason for their application is an already concluded case.

11. For those reasons, the Court finds that the application dated 9th December, 2024 lacks merit and the same is dismissed with no orders as to costs.It is so ordered.

RULING DELIVERED VIRTUALLY, DATED AND SIGNED AT KIAMBU THIS 21ST DAY OF MAY, 2025. D. O. CHEPKWONYJUDGEIn the presence of:M/S Kibebo counsel for Plaintiff presentNo appearance by and for all counsel for other counselCourt Assistant - Martin