https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10158

Njoki & another v Mkopa Kenya Ltd & 6 others (Constitutional Petition E028 of 2025) [2026] KEHC 10158 (KLR) (Civ) (10 July 2026) (Ruling) Neutral citation: [2026] KEHC 10158 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Civil Constitutional Petition E028 of 2025 RC Rutto, J July 10, 2026 Between Elizabeth Njoki 1st Petitioner Faith Wanjiku 2nd Petitioner and Mkopa Kenya Limited 1st Respondent Mkopa Holdings Limited 2nd Respondent and British International Investments (BII) Scots LLP 1st Interested Party (GIM) CFFS II Cayman Limited 2nd Interested Party Yesse Oenga 3rd Interested Party Nancy Sangoro 4th Interested Party Felix Ambulwa 5th Interested Party Ruling 1.By way of a Notice of Motion application dated 15th December, 2025, the 3rd, 4th, and 5th Intended Interested Parties have moved the Court seeking to be joined in these proceedings as Interested Parties to the Petition, that leave be granted to file responses to both the Petition and the Petitioner’s Notice of Motion dated 20th and 21st November, 2025, and costs be in the cause. 2.The application is supported by the affidavit of Yesse Oenga, sworn on his own behalf and on behalf of Nancy Sangoro and Felix Wambulwa, the Intended Interested Parties. The Intended Interested Parties state that they are employees of the 1st Respondent and former employee-shareholders of the 2nd Respondent, M-Kopa Holdings Limited, having acquired ordinary shares through employee share ownership schemes and long-term incentive plans. 3.They aver that in 2025, the 2nd Respondent undertook a Series F Financing Plan involving a consortium of investors. The transaction included both the issuance of new shares and the secondary sale of shares held by existing employee-shareholders, including the Intended Interested Parties. They contend that the transaction was implemented pursuant to newly adopted Articles of Association, which replaced the previous Articles following approval by the company’s members, including the 1st Petitioner. According to the Applicants, the new Articles regulate, inter alia, share capital, share transfers, drag-along rights, tag-along rights and pre-emption rights. 4.The Intended Interested Parties further state that all conditions precedent to completion of the Series F transaction were fulfilled, including obtaining the requisite consents for the sale of employee-held shares. They aver that the transaction was completed and that consideration for their shares was paid through the 1st Respondent acting as paying agent. In particular, payments of USD 133,466.45, USD 45,631.29 and USD 44,363.41 were made to Nancy Sangoro, Yesse Oenga and Felix Wambulwa respectively. They maintain that the new Articles have since taken effect, the shares have been issued and recorded at the United Kingdom Companies Registry, and the share sale transactions have been finalized. 5.The Applicants also state that they participated in earlier proceedings challenging the same transaction before the Employment and Labour Relations Court after being joined by consent. They note that the matter was subsequently transferred following findings on jurisdiction and that the present Petition raises substantially similar challenges to the Series F Financing Plan and the adoption of the new Articles of Association. 6.It is their contention that the Petition seeks orders that may interfere with or invalidate transactions that have already been completed, including the share sale agreements through which they disposed of their shares and received consideration. They argue that such orders would directly and adversely affect their proprietary and contractual interests. 7.The Intended Interested Parties further contend that although the Petitioners purport to act on behalf of current and former African employees and employee-shareholders of the M-Kopa Group, they neither represent the Applicants nor have authority to act on their behalf. They state that they support the Series F transaction, endorse the validity of the new Articles of Association and are satisfied with the completed share sale arrangements. 8.They therefore argue that their participation is necessary to ensure that the Court has the benefit of hearing both supporters and opponents of the transaction and to avoid the risk of orders being issued on an incomplete factual record. They maintain that failure to join them would occasion prejudice as orders affecting their contractual and proprietary rights could be made without affording them an opportunity to be heard. Consequently, they urge the Court to allow the application and join them as Interested Parties for the just and comprehensive determination of the matter. 9.The Petitioners opposed the application through Grounds of Opposition dated 16th January, 2026, contending that the Intended Interested Parties have failed to satisfy the principles governing joinder of interested parties as set out in Francis Karioki Muruatetu & Another v Republic & 5 Others [2016] eKLR. They argue that the Applicants have not demonstrated a sufficient stake in the proceedings, any prejudice likely to be suffered if not joined, or that they would make a distinct contribution to the determination of the dispute. 10.The Petitioners submit that the Applicants lack a legally recognizable interest in the subject matter of the Petition. They contend that the Petition is brought in a representative capacity on behalf of Kenyan and African ordinary shareholders and holders of share options under the M-Kopa employee share scheme. According to the Petitioners, the Applicants admit that they participated in the Series F Financing transaction, sold of all their shares and options, received the agreed consideration and are no-longer shareholders of the 2nd Respondent. It is therefore argued that they no longer fall within the class represented in the Petition and have no continuing legal interest capable of justifying their joinder. 11.The Petitioners further contend that the Applicants have misconstrued the nature of the dispute. In their view, the Petition is primarily concerned with alleged violations of constitutional rights and freedoms, including the rights to equality and freedom from discrimination, human dignity, access to information, property and fair labour practices, rather than the share sale transaction or the commercial arrangements arising from the Series F Financing transaction. They therefore maintain that the Applicants’ desire to preserve a completed commercial transaction does not confer upon them a sufficient interest in the constitutional questions before the Court. 12.It is also the Petitioners’ position that the Applicants’ interest is confined to opposing the application for conservatory orders rather than participating in the substantive determination of the Petition. They argue that the conservatory orders sought are prospective in nature and are intended only to restrain further implementation of the Series F Financing Plan. According to the Petitioners, the orders do not seek to invalidate or reverse transactions already concluded and therefore the Applicants’ assertion that their completed share sale arrangements are threatened is unfounded. 13.The Petitioners further submit that the Applicants have not demonstrated any prejudice that would arise from their exclusion from the proceedings. They argue that none of the remedies sought in the Petition are directed against the Applicants personally, nor do they affect the Applicants’ contractual, proprietary or economic rights. Having already disposed of their shares and severed their legal relationship with the 2nd Respondent, the Applicants cannot, according to the Petitioners, establish any injury capable of justifying their joinder. The Petitioners additionally state that references to Yesse Oenga in the Petition merely recount matters relating to corporate governance and do not amount to allegations of wrongdoing or expose him to personal liability. 14.The Petitioners also contend that the Applicants have failed to demonstrate that they will make any distinct or useful contribution to the proceedings. They submit that any legitimate corporate interests previously held by the Applicants are already adequately represented by the 2nd Respondent, which is a party to the proceedings and is capable of defending the legality of the Series F transaction. In their view, the proposed joinder would merely duplicate the Respondents’ position without adding any new or relevant perspective to assist the Court in resolving the constitutional questions raised. 15.Regarding the Applicants’ reliance on previous proceedings before the Employment and Labour Relations Court and related transferred matters, the Petitioners argue that no determination was ever made on the merits of the earlier joinder applications as those proceedings were terminated on jurisdictional grounds. They further contend that any consent previously recorded between the Applicants, the Respondents and other parties cannot bind the Petitioners, who were not parties to such consent. 16.Accordingly, the Petitioners maintain that the Applicants have failed to satisfy the threshold for joinder of interested parties and urge the Court to dismiss the application with costs. 17.The application was canvassed by way of written submissions. The Intended Interested Parties filed submissions dated 2nd February, 2026, while the Petitioners filed their submissions dated 19th February, 2026. Applicant’s/Intended 3rd, 4th and 5th Interested Parties Submissions 18.The Intended Interested Parties submit that they have met the threshold for joinder as interested parties by demonstrating a direct and identifiable stake in the proceedings, the likelihood of prejudice if excluded, and the existence of distinct factual and legal issues that they intend to place before the Court. They also note that, save for the Petitioners, all the other parties support their application for joinder. 19.They submit that they acquired ordinary shares in the 2nd Respondent through the Employee Share Option Plan (ESOP) during their employment with the 1st Respondent. According to them, the 2025 Series F Financing Plan involved both the issuance of new shares and the secondary sale of shares held by existing shareholders, including employee-shareholders. They contend that the transaction was implemented pursuant to new Articles of Association adopted by special resolution and approved by the company’s shareholders, including the 1st Petitioner. They further aver that all conditions precedent were fulfilled, consideration was paid to the selling employee-shareholders, including themselves, and the transaction was substantially completed, with only the registration of secondary share transfers remaining as a post-completion formality that does not affect the validity of the completed transaction. 20.The Applicants argue that both the conservatory and substantive reliefs sought in the Petition challenge the validity of the new Articles of Association, the implementation of the Series F Financing Plan and the legality of the completed share sale transactions. Consequently, they contend that the orders would inevitably interfere with their proprietary, contractual and economic rights arising from the completed sale of their shares. They further reject the Petitioners’ assertion that the Petition is brought on their behalf, maintaining that they never authorized the Petitioners to represent them and that their position is fundamentally different since they support the Series F transaction and seek to uphold both the new Articles and the completed share sale agreements. 21.Relying on Raila Odinga & another v Independent Electoral and Boundaries Commission & 2 Others; Aukot (Applicant) [2017] KESC 34 (KLR) and Trusted Society of Human Rights Alliance v Mumo Matemu & 5 Others [2015] eKLR, the Applicants submit that they have demonstrated a sufficient personal stake in the proceedings the likelihood of prejudice if excluded, and the relevance of the submissions intended to be advanced. They contend that they fall within the very category of Kenyan employees and former employees of African descent who held ordinary shares in the 2nd Respondent on whose behalf the Petition is purportedly brought. They further submit that the 5th Intended Interested Party remains an employee of the 1st Respondent and continues to accrue shares under the ESOP, thus maintaining an ongoing interest in the dispute. 22.The Applicants additionally contend that the 3rd Intended Interested Party, Yesse Oenga, is specifically mentioned in the Petition and accused of involvement in the approval of an anti-dilution plan. They argue that the interests of justice require that he be afforded an opportunity to respond to those allegations. In support of this proposition, they rely on Wainaina v Independent Electoral and Boundaries Commission & another; Kihara (Proposed Interested Party) (Pettition 17 OF 2022) [2023] KEHC (KLR). 23.On prejudice, the Applicants submit that exclusion from the proceedings would expose them to the risk of orders being made affecting their proprietary and contractual rights and interests without being afforded an opportunity to be heard. They also maintain that since the Petitioners purport to represent all employees and former employees of African descent, there is a real risk that their position will be inaccurately represented unless they participate directly in the proceedings. In support of the prejudice requirement, they rely on Godana v Trident Insurance Company Limited; Mbithe (Intended Interested Party) (Suing in her capacity as administratix of the estate of Alphonce Okumu Ojwang) [2022] KEHC 17089 (KLR), where joinder was allowed because the orders sought were likely to prejudice the Applicant's legal interests. 24.The Applicants further contend that their intended participation will not duplicate the Respondents’ case. They submit that they intend to place before the Court matters unique to them, including their individual shareholding histories, participation in the Series F transaction, their receipt of consideration, and their involvement in the earlier proceedings concerning the same dispute. They therefore argue that their participation will assist the Court in obtaining a complete factual and legal record. 25.Accordingly, they urge the Court to allow the application, join them as Interested Parties, and grant them leave to respond to the Petition and the application for conservatory orders. 26.During oral submissions on 14th May, 2026, counsel for the Intended Interested Parties further submitted that the Applicants had not disposed of all their shares and remained holders of some shares, thereby continuing to fall within the class represented in the Petition. Petitioners’ submissions 27.The Petitioners submit that the Petition was instituted under Articles 22 and 258 of the Constitution in a representative capacity on behalf of a defined class of current ordinary shareholders and holders of share options under the M-Kopa employee share scheme. They state that the Petition challenges alleged violations of constitutional rights, including the rights to equality, human dignity, access to information, property and fair labour practices. They further submit that the accompanying application for conservatory orders seeks to preserve the status quo by restraining the 2nd Respondent from continuing to solicit, purchase or complete acquisitions of ordinary shares and share options from members of the represented class pending determination of the Petition. 28.The Petitioners further submit that the Applicants made several material misrepresentations in their supporting affidavit. They contend that the Applicants falsely asserted that the 1st Petitioner signed the written resolution adopting the new Articles of Association, whereas the exhibited resolution contains no such signature. They also dispute the Applicants’ account of the proceedings before the Employment and Labour Relations Court, maintaining that counsel for the Petitioners consistently asserted that the earlier proceedings had been brought in a representative capacity under Article 258 of the Constitution. Additionally, they deny that the Applicants ever participated as interested parties in the previous proceedings, arguing that their application for joinder was never heard or determined because the Court declined jurisdiction. They similarly contend that another matter, Nairobi High Court Constitutional Petition No. HCCOMMMISC/E837/2025, relied upon by the Applicants was closed without substantive determination and bears no relevance to the present dispute. 29.On the applicable law, the Petitioners rely on Francis Karioki Muruatetu & another v Republic & 5 Others [2016] eKLR and submit that the Applicants have failed to satisfy the requirements for joinder. 30.Regarding the requirement of an identifiable interest, the Petitioners argue that the represented class consists of current ordinary shareholders and holders of share options under the employee share scheme whose rights are allegedly being infringed by the Respondents’ conduct. That since the Applicants admit having sold their shares under the Series F Financing Plan, received consideration and completed the transaction, the Petitioners contend that they ceased to belong to the represented class and therefore lack a recognizable interest in the proceedings. 31.The Petitioners submit that the 5th Intended Interested Party has not demonstrated that he remains an employee of either Respondent or continues to hold share options capable of bringing him within the represented class. They also argue that even if the Applicants sought to participate purely in the public interest, Article 22 of the Constitution does not confer an unrestricted right to intervene in existing proceedings. 32.The Petitioners further submit that the Applicants’ real interest lies in opposing the conservatory orders rather than in the constitutional issues raised in the Petition. They argue that the conservatory application only seeks to restrain future acquisitions of shares and does not seek to invalidate or unwind completed transactions. Consequently, they maintain that the Applicants’ contractual and proprietary rights are not threatened by the reliefs sought. 33.In addition, the Petitioners contend that the Applicants waived any claims arising from their relationship with the company pursuant to the Secondary Sale and Purchase Deed executed as part of the transaction. They therefore argue that the Applicants cannot now seek to participate in proceedings challenging matters connected to the transaction. 34.On the issue of prejudice, the Petitioners submit that no relief is sought against the Applicants personally and that they will suffer no adverse consequences if joinder is declined. They further argue that references to Yesse Oenga the 3rd Intended Interested Party in the Petition are purely factual and do not constitute allegations of wrongdoing or expose him to personal liability. They further submit that directors cannot ordinarily be held personally liable for acts performed on behalf of a company unless exceptional circumstances exist to justify lifting the corporate veil. In support of this proposition they rely upon Salomon v Salomon & Co. Ltd (1897) AC 22 HL, Victor Mabachi & another v Nurtun Bates Limited [2013] KECA 204 (KLR), and Kikambala Housing Estate Limited v Anjarwalla & Khanna & another [2023] KEHC 18220 (KLR), all of which emphasize that personal liability only arises where fraud or other exceptional circumstances justify piercing the corporate veil. The Petitioners submit that no such allegations have been pleaded in the present Petition. 35.The Petitioners also submit that no prejudice can arise from the Applicants’ exclusion on account of previous proceedings because no court has previously determined their application for joinder on the merits. They contend instead that it is the Petitioners who stand to suffer prejudice if joinder is allowed, since the Applicants seek primarily to litigate issues concerning the conservatory application rather than the substantive constitutional questions before the Court. 36.Finally, the Petitioners submit that the Applicants have not demonstrated any distinct contribution they would make to the proceedings. In their view, any interests that the Applicants seek to advance are already adequately represented by the 2nd Respondent, which is fully capable of defending the validity of the Series F Financing Plan and the new Articles of Association. They therefore argue that the intended participation would merely duplicate the Respondents’ case without adding any relevant factual or legal perspective. 37.On that basis, the Petitioners urge the Court to dismiss the application with costs maintaining that the Applicants lack a proximate interest in the Petition, will suffer no legal prejudice from remaining outside the proceedings, and intend only to duplicate arguments that are already adequately advanced by the existing Respondents. Analysis and Determination 38.I have carefully considered the Notice of Motion dated 15th December, 2025, the Supporting Affidavit sworn by Yesse Oenga on his own behalf, and on behalf of the Intended 4th and 5th Interested Parties, the Grounds of Opposition filed by the Petitioners, the parties’ respective written submissions, as well as the authorities cited. Having done so, I am of the considered view that the sole issue falling for determination is whether the Intended 3rd, 4th and 5th Interested Parties have satisfied the legal threshold for joinder as Interested Parties in these proceedings. 39.The law governing the joinder of interested parties in constitutional proceedings is now well settled. Rule 2 of the Constitution of Kenya (Protection of Rights and Fundamental Freedoms) Practice and Procedure Rules, 2013 defines an interested party as:a.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. 40.Similarly, Order 1, rule 10(2) of the Civil Procedure Rules empowers the Court, at any stage of the proceedings, to add a party whose presence before the Court is necessary to enable it effectually and completely adjudicate upon and settle all questions involved in the suit. That discretion, however, must be exercised judiciously and in accordance with established legal principles. In Francis Karioki Muruatetu & another v Republic & 5 Others [2016] eKLR, the Supreme Court authoritatively set out the applicable test and held that an Applicant seeking joinder as an interested party must demonstrate:i.An identifiable and proximate personal stake or legal interest in the proceedings;ii.The prejudice likely to be suffered if not joined; andiii.The distinct submissions intended to be advanced, which are not merely a replication of those of the existing parties. 41.The Supreme Court further emphasized that joinder is neither automatic nor a right. It is a discretionary remedy, to be granted only where the Applicant satisfactorily satisfies the foregoing requirements. 42.The Intended Interested Parties contend that they meet all the above criteria. They submit that they are current or former employees of the 1st Respondent who acquired shares through the Employee Share Option Plan and who subsequently participated in the impugned Series F Financing Plan. They state that they transferred shares under that transaction, received consideration, and consequently acquired contractual and proprietary rights flowing from the completed transaction. Their position is that both the Petition and the accompanying application for conservatory orders challenge the validity of the Series F Financing Plan, the adoption of the new Articles of Association, and completed share sale transaction. They therefore contend that any orders issued by this Court are capable of directly affect their contractual and proprietary interests. 43.They further submit that the Petitioners purport to litigate on behalf of a class of persons that includes them, yet they neither authorized the Petitioners to represent them nor share the Petitioners’ position regarding the impugned transaction. To the contrary, they support the Series F Financing Plan and seek to defend its legality. They therefore argue that unless they are joined to these proceedings, only one perspective regarding the transaction will be presented to the Court. 44.The Intended Interested Parties additionally point out that the 3rd Intended Interested Party, Yesse Oenga, is expressly mentioned in the Petition in relation to decisions allegedly taken during his tenure as a director of the 2nd Respondent. They argue that, fairness and the rules of natural justice require that he be afforded an opportunity to respond to matters concerning his conduct which have been raised in the pleadings. 45.The Petitioners oppose the application. Their principal contention is that upon disposing of their shares and receiving consideration under the Series F Financing Plan, the Intended Interested Parties ceased to be members of the class represented in the Petition and consequently lost any legally recognizable interest in the constitutional grievances raised therein. The Petitioners further argue that the Petition concerns alleged violations of Articles 27, 28, 35, 40 and 41 of the Constitution and is not a commercial dispute relating to the share sale transaction itself. In their view, the Intended Interested Parties have improperly conflated constitutional petition with commercial share sale transaction arising from the Series F transaction. 46.The Petitioners further maintain that the conservatory orders sought merely seek to preserve the status quo pending determination of the Petition and do not seek to invalidate concluded transactions or recover payments already made. They therefore argue that the Applicants' contractual and proprietary rights are neither threatened nor implicated by the reliefs sought. 47.The Petitioners also contend that no substantive relief is sought against any of the Intended Interested Parties personally. They submit that the references made to Yesse Oenga in the Petition merely form part of the factual background and do not disclose any personal cause of action against him personally. In addition, they argue that any corporate interests the Applicants may wish to protect are adequately represented by the 2nd Respondent and that their participation would merely duplicate the Respondents’ case. 48.Before considering the three limbs of the Muruatetu case test, it is necessary to briefly address the Petitioners’ invitation to make findings regarding alleged falsehoods and misrepresentations in the Supporting Affidavit. The Petitioners have identified what they consider to be inaccuracies relating to previous proceedings, before the Employment and Labour Relations Court, the alleged execution of a written resolution by the 1st Petitioner, and the extent of the Applicants’ participation in earlier litigation. While those allegations have been vigorously contested, the issue presently before the Court is limited to whether the threshold for joinder has been satisfied. 49.Allegations of perjury, deliberate falsehood or material misrepresentation are serious matters that carry significant legal consequences. Such issues can only properly be determined upon a full evidentiary inquiry and after the affected parties have been afforded an appropriate opportunity to respond. They therefore fall outside the scope of the present interlocutory application. The Court will consequently refrain from making definitive findings on those matters at this stage. 50.Turning to the first requirement, namely whether the Intended Interested Parties have demonstrated an identifiable and proximate interest in the proceedings, this Court is persuaded that the inquiry cannot be resolved merely by examining whether they presently hold shares in the 2nd Respondent. Rather, the Court must consider the nature of the dispute and the extent to which the Applicants are connected to the subject matter before it. 51.While the Petition undoubtedly raises constitutional questions concerning equality, discrimination, fair labour practices, access to information and protection of property, it is equally apparent from the pleadings that those claims arise from events connected to the implementation of the Series F Financing Plan and the restructuring undertaken by the 2nd Respondent. The factual foundation of the Petition is therefore closely intertwined with the transaction in which the Applicants participated. 52.The Intended Interested Parties have placed before the Court material showing that they were employee-shareholders who participated in the impugned transaction, transferred shares pursuant to that process and received consideration therefor. Their position is that the orders sought may affect the legal consequences of that transaction and the rights accruing therefrom. Whether that contention ultimately succeeds is a matter for substantive determination. At this stage, the question is whether the interest asserted is genuine, identifiable and sufficiently proximate. In the Court's view, it is. 53.In addition, counsel for the Intended Interested Parties informed the Court that the Applicants did not dispose of all their shares and that at least one of them remains a shareholder, while the 5th Intended Interested Party continues to participate in the employee share scheme. Although those assertions remain contested and are not for determination at this stage, they further underscore the existence of a sufficient nexus between the Applicants and the matters in dispute. 54.In the circumstances, the Court is satisfied that the Intended Interested Parties have demonstrated an identifiable and proximate stake in the proceedings. Their interest is neither remote nor speculative. It arises from their direct participation in the transaction that forms a significant component of the factual matrix underpinning the Petition. 55.The second requirement concerns prejudice. The Petitioners submit that no prejudice can arise because no relief is sought directly against the Intended Interested Parties. While there is merit in that argument, prejudice for purposes of joinder is not confined to situations where direct relief is claimed against a person. The relevant inquiry is whether the outcome of the proceedings may affect that person's legal interests, rights or obligations. 56.The Intended Interested Parties maintain that they support the Series F Financing Plan and seek to uphold the transactions in which they participated. They contend that the reliefs sought, if granted, may affect contractual arrangements and proprietary interests arising from those transactions. Without expressing any view on the ultimate merits of that contention, the Court is unable at this stage to conclude that the Applicants' legal interests are incapable of being affected by the outcome of the proceedings. 57.Equally significant is the fact that the Petitioners claim to litigate on behalf of a broader class of employees and former employees, whereas the Intended Interested Parties expressly reject such representation and advance a fundamentally different position. In those circumstances, considerations of fairness favour affording them an opportunity to place their own perspective before the Court rather than having their interests presumed to coincide with those of the Petitioners. 58.The final requirement relates to whether the Intended Interested Parties intend to advance submissions that are distinct from those of the existing parties. The Petitioners argue that their participation would merely duplicate the case already advanced by the Respondents, particularly the 2nd Respondent. I am unable to agree. While some overlap is inevitable, the Applicants occupy a materially different position from that of the Respondents. The Respondents seek to defend corporate decisions and actions undertaken by the company, whereas the Intended Interested Parties seek to defend rights and interests arising from their personal participation in the impugned transaction. They also contest the Petitioners’ assertion that the Petition is brought on behalf of all affected employees and shareholders. 59.Those perspectives are not entirely coextensive with those of the Respondents. The Court stands to benefit from hearing directly from persons who participated in the transaction and whose rights and obligations are said to arise therefrom, rather than solely through the position advanced by the corporate Respondents. 60.I am also mindful that constitutional litigation should, as far as practicable, be determined on the basis of a complete factual record and after hearing all persons who demonstrate a genuine legal interest in the subject matter. Joinder should not be refused merely because the proposed interested parties support one side of the dispute. The overarching objective is to ensure that the Court is placed in the best position to effectually and comprehensively determine all issues arising for resolution. 61.Having carefully weighed the competing arguments and the applicable legal principles, I am satisfied that the Intended 3rd, 4th and 5th Interested Parties have demonstrated an identifiable and proximate stake in the proceedings; that they stand to suffer prejudice if excluded from litigation touching on a transaction in which they were direct participants; and that they intend to advance factual and legal perspectives that are not wholly duplicative of those already before the Court. 62.Accordingly, the Notice of Motion dated 15th December, 2025, is merited and is hereby allowed. Yesse Oenga, Nancy Sangoro and Felix Ambulwa are hereby joined to these proceedings as the 3rd, 4th and 5th Interested Parties respectively. 63.The 3rd, 4th and 5th Interested Parties shall file and serve their responses to the Petition and the Notice of Motion dated 20th November, 2025, within fourteen (14) days from the date of this ruling. 64.Costs of the application shall be in the cause. DELIVERED, DATED AND SIGNED VIRTUALLY THIS 10TH DAY OF JULY, 2026RHODA RUTTOJUDGECourt Assistant: WabwireMr. Edwine Otieno holding brief for Anzala for the ApplicantMr. Alphonce Oduor holding brief for Mr. Oraro for 2nd Interested PartyMs. Maturi for 1st and 2nd PetitionerMs. Abdallah for the 1st and 2nd RespondentMs. Gakumba holding brief for Ms. Mwango for the 1st Interested Party