[2024] KEHC 6133 (KLR)
The court held that it could not, at the interim stage, determine who the true Directors of Mukuyuini Farmers Company Ltd are without a thorough examination of the company records and evidence from all parties. However, to preserve the Company as a going concern and prevent dissipation or alteration of its assets...
Source-derived case information.
- Citation
- [2024] KEHC 6133 (KLR)
- Parties
- Plaintiff: Stephen Kiarie Njenga; Plaintiff: Michael Kamohye; Plaintiff: Richard Njau; Plaintiff: Ephantus Gachui; Defendant: Isaac Njenga Kamunge; Defendant: Ferdinand Muchomba; Defendant: Land Registrar, Narok; Defendant: Registrar Of Companies
- Court
- High Court
- Court Station
- High Court at Kiambu
- Jurisdiction
- Kenya
- Case Number
- Civil Case E001 of 2022
- Procedural Posture
- Civil Case / Directions After Interlocutory Application; Pretrial
- Outcome
- Notice of Motion dated 29th February, 2024 compromised; interim conservatory orders granted; Company joined as Interested Party; matter set for mention for pretrial directions.
- Judges
- DO Chepkwony
- Legal Topics
- Company Directorship Disputes, Joinder of Parties, Conservatory Orders, Management of Company Affairs
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Stephen Kiarie Njenga
Plaintiff
Michael Kamohye
Plaintiff
Richard Njau
Plaintiff
Ephantus Gachui
Plaintiff
Isaac Njenga Kamunge
Defendant
Ferdinand Muchomba
Defendant
Land Registrar, Narok
Defendant
Registrar Of Companies
Defendant
Procedural Posture
Civil Case / Directions After Interlocutory Application; Pretrial
Legal Issues
- 1 Whether Mukuyuini Farmers Company Ltd should be joined as an Interested Party to the suit.
- 2 Whether interim injunctive or conservatory orders should be issued to preserve the assets and records of Mukuyuini Farmers Company Ltd pending determination of the main suit.
- 3 Whether the current managers of the Company should be allowed to continue managing its affairs without altering records or transferring assets.
Ratio Decidendi
The court held that it could not, at the interim stage, determine who the true Directors of Mukuyuini Farmers Company Ltd are without a thorough examination of the company records and evidence from all parties. However, to preserve the Company as a going concern and prevent dissipation or alteration of its assets and records, the court issued conservatory orders. The Company was joined as an Interested Party, its assets and records were ordered preserved, and current managers were allowed to continue managing the Company provided they do not alter records or transfer assets. The 1st Defendant, having failed to prosecute their application, was directed to address their issues in the...
Court Disposition
Notice of Motion dated 29th February, 2024 compromised; interim conservatory orders granted; Company joined as Interested Party; matter set for mention for pretrial directions.
Orders
- Mukuyuini Farmers Company Ltd is joined as an Interested Party to the proceedings.
- A conservatory order is issued for preservation of assets and official records of Mukuyuini Farmers Company Ltd pending hearing and determination of the suit.
Full Case Text
Judgment text and source record
32 paragraphs
Njenga & 3 others v Kamunge & 3 others (Civil Case E001 of 2022) [2024] KEHC 6133 (KLR) (14 May 2024) (Directions)
Neutral citation: [2024] KEHC 6133 (KLR)
Republic of Kenya
In the High Court at Kiambu
Civil Case E001 of 2022
DO Chepkwony, J
May 14, 2024
Between
Stephen Kiarie Njenga
1st Plaintiff
Michael Kamohye
2nd Plaintiff
Richard Njau
3rd Plaintiff
Ephantus Gachui
4th Plaintiff
and
Isaac Njenga Kamunge
1st Defendant
Ferdinand Muchomba
2nd Defendant
Land Registrar, Narok
3rd Defendant
Registrar Of Companies
4th Defendant
Directions
1. Vide a ruling dated 29th September, 2023, the court directed the Plaintiff first do amend its pleadings to include Mukuyuini Farmers Company Ltd as an Interested Party to the suit first before proceedings with the determination of any controversial issue between the parties. Indeed, the Plaintiff filed a Notice of Motion application dated 20th February, 2024 seeking among other orders that Mukuyuini Farmers Company Ltd be enjoined to the suit and several injunctive orders directed against the Defendants restraining them from dealing with the affairs of the said Company and or transferring its properties.
2. When counsel for the parties appeared before the court on 30th April, 2024, Mr. Kibebo, counsel for the Plaintiffs and Mr. Gachoka, counsel for the 2nd Defendant were willing to compromise the application dated 29th February, 2024 and focus on the hearing of the main suit. Mr. Gachoka, counsel for the 2nd Defendant proposed that the Company be preserved and those who manage its affairs continue to do so provided that the Company’s properties and assets are not transferred. M/s. Kibebo on the other hand interpreted Mr. Gachoka’s submissions as conceding to the application dated 29th February, 2024 and sought the court to allow it and then proceed with the hearing of the main suit.
3. Having read through the application dated 29th February, 2024 and noted that the Plaintiffs aver that they were elected as Directors/Officials of the Company on 17th February, 2021, the Company’s records were not altered and or changed to reflect that position. Since then, they have been unable to proceed with the management of the Company and they accuse the 1st and 2nd Defendants who are the former Directors for being a pain and for continually interfering with the management of the said Company.
4. In my opinion, the determination of persons who are the correct and true Directors of the Company calls upon a thorough examination of the Company’s documents and records as may be presented in evidence by the parties. It is after a scrutiny of the evidence that the court may determine on which individual would be acting in the best interest of the Company and who among them should be restrained from the affairs of the Company. As such, those orders cannot issue at this interim stage.
5. However, so as to keep the Company as a going concern, the court needs to issue appropriate orders/directions. Consequently, in view of the facts presented by the parties and submissions made by both counsel for the Plaintiffs and the 2nd Defendant, this court proceeds to direct that the Notice of Motion application dated 29th February, 2024 be and is hereby compromised in terms of the following orders:-a.An order be and is hereby issued for Mukuyuini Farmers Company Ltd to be joined in these proceedings as an Interested Party.b.A conservatory order be and is hereby issued for preservation of assets and official records of Mukuyuini Farmers Company Ltd pending the hearing and determination of the suit herein.c.An order be and is hereby issued allowing the individuals in office and who are currently managing the affairs of Mukuyuini Farmers Company Ltd to continue doing so in so far as they do not alter the Company’s official records and or transfer its assets.d.The court notes that 1st Defendant filed a Notice of Motion dated 26th April, 2024 but failed to attend court to prosecute the application as directed in the order dated 29th April, 2024. Consequently, the 1st Defendant is hereby direted to address the issues raised in this application through its statement of defence. The same shall be considered upon hearing of the main suit.e.That the matter be mentioned on 17th June, 2024 to confirm parties have duly amended their pleadings and for pretrial directions.It is so ordered.
DIRECTIONS DELIVERED, DATED AND SIGNED AT KIAMBU THIS 14TH DAY OF MAY , 2024. D. O. CHEPKWONYJUDGEIn the presence of:M/s. Kibebo counsel for PlaintiffMr. Andayi holding brief for Mr. Kibunga counsel for Applicant/1st Defendant