https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10868

Patel & 8 others v Patel & 6 others (Civil Case e212 of 2025) [2026] KEHC 10868 (KLR) (Civ) (17 July 2026) (Ruling) Neutral citation: [2026] KEHC 10868 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Law Courts) Civil Civil Case e212 of 2025 KL Kandet, J July 17, 2026 Between Paresh B Patel 1st Petitioner Ketan H Patel 2nd Petitioner Prina M Patel 3rd Petitioner Jaymit S Patel 4th Petitioner Darshna V Patel 5th Petitioner Suresh A Patel 6th Petitioner Pinal P Patel 7th Petitioner Divyesh R Patel 8th Petitioner Sachin J Patel 9th Petitioner and Hitesh P Patel 1st Respondent Vijay P Patel 2nd Respondent Umakant M Patel 3rd Respondent Nishit Yogendra Patel 4th Respondent Shamik Chandrakant Patel 5th Respondent and Chinmoy Banerjee 1st Interested Party I & M Bank Limited 2nd Interested Party Ruling 1.By Notice of Motion dated 10th June, 2026, which is expressed to be brought under the provisions of section 5 of the Judicature Act, Sections 1A, 1B and 3A of the Civil Procedure Act, order 51 of the Civil Procedure Rules, Article 1, 2 and 159 of the Constitution and all other enabling provisions of the law, the 1st Interested Party/Applicant is seeking for the following orders:a.Spent…b.That the 2nd Interested party, namely I &M Bank Limited be cited for contempt of court for its deliberate and willful disobedience of the Honourable Court’s orders issued on 27th February 2026 directing the 2nd Interested party to restore and permit limited operations and the signing mandate allowing only the 1st and 2nd Respondents, in their capacity as trustees, together with the designated Board Members as was the position prior to the disputed Annual General Meeting held on 21st May,2025c.That this Honourable Court be pleased to issue a Notice to Show Cause and require the personal attendance of one Ms. Irene Muruga, the Head of institutional banking, I & M Bank Limited and Mr. Kihara Maina, the Regional Chief Executive Officer of the 2nd Interested Party requiring them to appear before this Court and Show Cause why they should not be cited and condemned to civil jail for contempt of court at the earliest convenience of the court.d.That this Honourable Court be pleased to issue summons and require the personal attendance of one Ms. Irene Muruga, the Head of institutional banking, I & M Bank Limited, and Mr. Kihara Maina, the Regional Chief Executive Officer to present evidence of any impropriety whatsoever, having been flagged and /or cited between the 27thMay,2026 and present day when she /they unilaterally set aside the court order issued pursuant to Art 159 of the constitutione.That upon hearing the Notice to Show Cause and in the event that Mr. Kihara Maina and Ms. Irene Muruga fail to demonstrate sufficient Cause, this Honourable Court be pleased to find them guilty of contempt of court and impose such sanctions as it may deem fit and just.f.That the costs of this Application be borne by the 2nd Interested Party 2.The Application is based on the grounds on the face of it, the supporting and further affidavit of the 1st Interested Party sworn on 10tth June,2026 and 6th July,2026 respectively, and the annextures thereto. 3.The 2nd interested Party filed a Replying Affidavit sworn by one Andrew Muchina, its Legal Counsel on 16th June, 2026. In response to the further Affidavit of the 1st Interested Party, the 2nd Interested Party, through the same Legal Counsel filed a further affidavit dated 8th July,2026. 4.Though the instant Application is directed at the 2nd Interested Party, the 1st Respondent to the Petition, Hitesh P Patel filed his Replying Affidavit dated 7th July, 2026. in opposition to the Application 5.At this point the court notes that there is a pending Petition and several other Applications in this matter seeking determination of the legitimate trustees of the Premier Academy Charitable Trust Registered Trustees. During pendency of the said Petition, the 1st Interested Party/Applicant, moved this Court vide Application dated 26th February,2026 seeking various interim orders. The Court, (Mulwa J) granted prayer 4 of the said Application, which reads as hereunder:…4.That pending the hearing and determination of this Application, this Honourable Court be pleased to issue conservatory orders directing I & M Bank Limited to forthwith restore and/or permit limited operations of the school bank accounts, with the operation and signing mandate allowing only the 1st & 2nd Respondents in their capacity as trustees, and the designated Board Members as was before the unsuccessful election of the Annual General Meeting (AGM) on 21st May,2025 6.The 2nd Interested Party was served with the above order and in any event, it does not dispute knowledge of the same. The Applicant’s contention is that the 2nd Interested Party had initially obeyed the said Court orders until 9th June,2026, when it allegedly imposed conditions not contemplated by the court and has gone ahead to purportedly restrict and frustrate further access to the banking system, just as was before the court order dated 27th February 2026, thereby necessitating filing of this application for contempt. 7.The 2nd Interested Party’s (the bank) position is that the order did not sufficiently determine the detailed mechanics of operating the accounts. It raises questions concerning the identity and composition of the “designated Board members,” the number and combination of signatories, whether instructions had to emanate jointly from the disputing parties, and the Bank’s continuing statutory and contractual obligations as a regulated financial institution. The Bank further contends that the application does not identify the particular officer alleged to have deliberately disobeyed the order. 8.On 8th July,2026, learned Counsel on record for the parties made oral submissions in open court on the instant Application. Learned Counsel for the Applicant submitted that on 08.06.2026, the 2nd Interested party disabled the banking facilities for the second time and on the alternative mode of transaction, cheques went dishonored with no reason. Further, Counsel stated that after engagement with the bank, there was an allegation that the order of 27.02.2026 was not clear. 9.Counsel for the Applicant submitted that the bank insisted that the 1st and 2nd Respondents are supposed to be joint signatories to the accounts. According to the Applicant, the 1st Respondent has never been a signatory of the operational Accounts, which are primarily controlled by the Administration staff and the Board of Governance and either or one trustee. Counsel added that trustees are volunteers who are not involved on the day to day running of the institution. Because of the current standoff, Counsel submitted that staff salaries and other utilities have not been paid and statutory deductions have not been remitted. The single issue for determination, according to Counsel is why the bank is introducing a new signatory who has never signed before. 10.Learned Counsel for the 1st ,3rd, 4th & 5th submitted that the court had given a specific limited order and that parties were in court to clarify on the same as different interpretations have been given to the court order. 11.Counsel further submitted that the designated Board of Trustees are the 1st, 2nd and 3rd Respondents in as much as the issue of trustees is yet to be settled. He added that the prayer sought to enjoin the petitioners as signatories to the accounts was not granted in the order under review. He also stated that the court had directed that the signing mandate before 21st May 2025 would apply and therefore the two remaining trustees must both sign. 12.It was also the submissions of Counsel for the 1st, 3rd, 4th and 5th Respondent that with regard to unpaid salaries, there were neither requisitions nor cheques presented for signature by the 1st or 2nd Respondent. Counsel therefore submitted that it cannot be said that the Court order has not been complied with. He added that if that was done, then the trustees will sign. He stated that limited access to the accounts should be operationalized as the court had allowed. 13.Learned Counsel for the 2nd Interested party submitted that the Application before court is incompetent as it does not name any individual as the contemnor 14.The 2nd Interested party’s contention is that Premier Academy, maintained various accounts with the bank. However, it admitted freezing the Accounts when the Board of Governors (BOG) through the 1st and 3rd Petitioners challenged the bank’s authority to determine the signing mandate for the customer’s accounts, including the 1st Respondent who is an uncontested trustee as a signatory. 15.The 2nd Interested Party admits that a court order was subsequently obtained by the 1st Interested Party permitting limited operation of the accounts. According to the 2nd Interested Party the Court order did not expressly define the scope and extent of the permitted operations. 16.According to the 2nd Interested Party, there is uncertainty regarding implementation of the court order and specifically on the transactions and activities permitted under the court order, the composition of the Board of Governors prior to the unsuccessful election of the AGM on 21st May,2025 as the 2nd Interested Party does not hold express documents confirming the composition of the Board as at that date and whether the mandate contemplated under the order requires joint instructions by both the BOG and the trustees or whether either party may independently issue instructions to the 2nd Interested Party. There is also the issue whether the integrated linkages to services such as OTG and Business Connect would require jointly signed instructions which the Court order has not given specific directions on. 17.The 2nd Interested Party, based on the alleged ambiguity surrounding implementation of the said Court Order, filed a Notice of Motion Application seeking inter alia, interpretation and/or clarification of the said orders. It therefore submitted that any alleged non-compliance with the orders cannot be construed to as deliberate or willful conduct on its part. 18.It is also the 2nd Interested Party’s position that contrary to the allegations of the 1st Interested party, the accounts are transactional based on the court order save for the Business Connect and the OTG which have not been expressly defined in the court order. The bank states that it discontinued these services as they require joint instructions from the two ‘factions’ for the same to be implemented. The instructions would direct which accounts the two services should be mapped to and to whom to give administrative rights under the OTG platform. It adds however, that the discontinuance of the two services have not impeded the normal banking operations of the accounts and thus there is no breach of the Court order. Analyses and Determination 19.I have carefully read the affidavit evidence on record in support and in opposition to this application seeking to cite the 2nd Interested Party for contempt. I have also considered the submissions of learned Counsel on record and the cited authorities. I have deliberately refused, at this stage, to be drawn into matters forming the merits of the pending petition and by extension the substratum of the suit. This ruling therefore focuses on the instant Application, which raises the following issues for determination:i).Whether the Court order dated 27th February 2026 was sufficiently clear and unambiguous to sustain contempt of court proceedings.ii).Whether the conduct of I&M Bank amounted to deliberate disobedience of the court order.iii).Whether the application is procedurally competent against the Bank without identifying the responsible natural person or officer to have breached the court order? 20.In Katsuri Limited v Kapurchand Depar Shah [2016] KEHC 6447 (KLR) cited by learned Counsel for the 2nd Interested Party, the Court identified four essential elements that an Applicant must establish in civil contempt proceedings:i.a clear and unambiguous court order;ii.knowledge of the order by the alleged contemnor;iii.breach of the order; andiv.deliberate or willful disobedience. 21.In the instant case, the Court granted prayer 4 of the Motion dated 26th February 2026, directed at the 2nd Interested Party (I&M Bank) requiring it to:forthwith restores and /or permit limited operations of the school’s accounts; with the operational and signing mandate allowing only the 1st & 2nd Respondents in their capacity as trustees and the designated Board Members as was before the unsuccessful election of the Annual General Meeting (AGM) on 21st May,2025 22.The object of prayer 4 above was mainly to conserve and maintain continuity of the school’s operations pending the disposal of the application dated 26th February 2026. 23.From the order issued on 27th February,2026, the court was expressly clear that the 1st & 2nd Respondents in their capacity as trustees and the designated Board Members, as was before the unsuccessful election of the Annual General Meeting (AGM) on 21st May,2025 were granted the operational and signing mandate. 24.The 2nd Interested Party, as the custodian of the subject accounts on behalf of the school, is expected to know who held the signing and operational mandate before 21st May, 2025.This is the position the Court had ordered restored to ensure operations of the school are not interrupted. Unless the 2nd Interested Party is disputing that the 1st and 2nd Respondents and the Board Members referred to in the order were not signatories to the operational Accounts prior to the aborted meeting of 21st May,2025, then to that extend the argument that the order is not clear does not hold. The 2nd Interested Party in obedience to the Court order only needs to revert to the position obtaining prior to 21st May,2025 and get the answers it is seeking, including on whether the signing mandate was jointly done between the trustees. The issue of the 2nd Interested Party receiving conflicting instructions from alleged ‘factions’ should not arise with the existence of the Court order. 25.However, in the instant case, it is contended that the order is not clear on what constitutes ‘limited operations’ of the school’s accounts. The question that must arise is, who between the Bank, the trustees and/or Board of Governors should determine what ‘limited operations’ entail? In my view the bank would allow access to the accounts based on advice/instructions from those mandated to run the accounts. The Applicant had argued that staff salaries and utility bills have not been paid and that statutory deductions have not been remitted. Would such activities form part of ‘limited operations’ that the bank must allow? This is the part of the order that I find ambiguous, that it has the potential of either being overly restrictive or broad and open to different interpretations. I believe the Court did not have the benefit of any list of activities or provisions that the Applicant wanted to be availed without interruption in the context of ‘limited operations’. This is important to clarify for two reasons, first to determine which of the various accounts would be charged and secondly to align with the signing mandate. Indeed, the Applicant admits that there are various accounts that have different mandates. These issues are not clearly captured in the court order under reference. 26.Whereas the Court order, under prayer 4, refers to operations of the school’s accounts; it ties the mandate to the 1st & 2nd Respondents and the ‘designated Board Members’. No specific account number is indicated. If different accounts have different signatories, then the order as drafted is unclear. 27.Without going into the merits of the Application dated 26th February 2026, I note that the Applicant under prayer 5 attempts to be specific on the bank account to be run by the above persons. That prayer was not granted at the exparte stage. I find therefore that to the extend the order under prayer 4 does not mention the account(s) that the persons mentioned therein are to operate, the order is unclear 28.There is no dispute that the 2nd Interested Party was aware and had knowledge of the Court Order. It had complied with the said order and stated that the accounts are transactional except for the Business Connect and OTG services which are not captured in the Court order. It has also filed an application seeking clarification of the scope of the order 29.Ideally a party cannot unilaterally suspend compliance of a court order merely because it considers the order to be unclear, inconvenient, irregular or commercially risky. The proper recourse is to approach the Court for clarification or variation. The 2nd Interested Party sought this clarification by filing an application to that effect. This, in my view was the right thing to do. This principle is firmly established in Econet Wireless Kenya Limited v Minister for Information and Communication of Kenya & Another [2005] KEHC 3180 (eKLR). 30.Contempt of court proceedings should not be founded upon an order whose operative mechanics require reconstruction by inference. In Mweru & others v The National Land Commission & 2 others (Miscellaneous Civil Application 443 of 2017) [2020] (eKLR), the Court emphasized that accidental, inadvertent or unintentional non-compliance is insufficient. Instead, willful disregard must be conclusively established. Applying the above to the instant case, it cannot be said with certainty that the 2nd Interested Party willfully and deliberately disobeyed the order, though it may have taken advantage of the gaps in the order to advance the argument that different factions were issuing conflicting instructions. 31.An issue arose whether the 2nd Interested Party being a body corporate may be held in contempt. The 2nd interested party submitted that it cannot. It placed reliance on the case of Mombasa HCCC Misc. Application No. 20 of 2015 Republic ex parte Farid Mohamed Al Maary & 2 Others v County Government of Mombasa which held that contempt proceedings against a public body or corporate entity cannot succeed where the application fails to identify the individual officers alleged to have committed the contempt. The Court held that failure to specifically cite the officers sought to be committed violates the right to a fair hearing and renders the application incompetent. The Bank argues that the same principle applies in the present case because only the corporate entity has been cited. 32.Whereas the above position may be true, the High Court has the power to enforce compliance with court orders including by corporate bodies. In Mabeya v Citadel Real Estate Limited [2025] KEHC 15588 (KLR), the Court found that persistent disobedience of Court Orders warranted lifting the corporate veil and identification of specific officers (in this case the Directors) for sentencing. 33.Taking the totality of the material before this Court and the findings made herein above, this court finds that the threshold for citing the 2nd Respondent for contempt has not been met. 34.The above notwithstanding, this court further observes that there is a standoff in this matter, partly attributable to gaps noted in the full implementation of the Court order. This may be addressed in the Application filed by the 2nd Interested party seeking clarification on the scope of the court order and particularly on;a)what activities constitute ‘limited operations’b)The actual account(s) that the 1st & 2nd Respondents and the designated Board Members are to operate in exercise of their operational and signing mandate. 35.The Court is concerned that in addition to the current Application, there are at least three other applications pending in this matter. One by the 1ST Interested party dated 26thFebruary,2026(which gave rise to the instant Application), the second by the 2nd Interested Party seeking several clarifications touching on the implementation of the court order and the third by the 1st Respondent. 36.The pendency of these applications have the effect of delaying the hearing and determination of the main petition in this matter. The court would encourage Counsel on record for the parties to compromise on these applications to pave way for disposal of the main petition that would eventually determine the rights of the parties before the court or at the very least have them determined together. However, noting the challenges pointed out in this ruling, the 2nd Interested Party’s Application seeking clarity would rank first in priority 37.As the parties consider the above, it is important to note that Counsel on record, all have a duty to assist the court in this matter, and particularly in the implementation of the order issued on 27th February 2026.This is more so given that what is at stake is a school whose teaching and none teaching staff may suffer as the matter delays in court. 38.The upshot is that this Application as presented is disallowed with no order as to costs. DATED, SIGNED AND DELIVERED AT NAIROBI, THIS 17TH DAY OF JULY, 2026, VIRTUALLY THROUGH THE MICROSOFT TEAMS PLATFORM.KENNEDY KANDETJUDGEIn the Presence of:Olao for the Applicant/1st Interested PartyMutisya HB for Karungo for the 2nd Interested PartyMutua for the PetitionersMs. Munene HB for Okwiri for the 2nd RespondentMs. Gitonga HB for Mogeni for the 1st,3rd,4th and 5th RespondentsCourt Assistant: Aggrey Ochieng