[2013] KEHC 3259 (KLR)

[2013] KEHC 3259 (KLR)

The court found that Article 30 of the plaintiff company's Articles of Association contains a clear and binding arbitration clause covering disputes between the company and its members, including disputes over shareholding and directorship. The court held that the defendants' application for stay of proceedings and...

Source-derived case information.

Citation
[2013] KEHC 3259 (KLR)
Parties
Plaintiff: Pent Apharm Ltd.; Defendant: Peter Muriithi Githui; Defendant: Ashbel Macharia Wachira
Court
High Court
Court Station
High Court at Nairobi (Milimani Law Courts)
Jurisdiction
Kenya
Judgment Date
23 May 2013
Case Number
Civil Case 726 of 2012
Procedural Posture
Civil Case / Ruling on Application for Stay of Proceedings and Referral to Arbitration
Outcome
Defendants' application for stay of proceedings and referral to arbitration allowed; proceedings stayed and parties referred to arbitration; defendants awarded costs.
Judges
JB Havelock
Legal Topics
Arbitration Clause Enforcement, Shareholder Disputes, Director Resignation, Company Articles Interpretation, Stay of Proceedings, Contractual Waiver
Source Language
english
Commercial and Corporate Civil Procedure Alternative Dispute Resolution Arbitration Clause Enforcement Shareholder Disputes Director Resignation Company Articles Interpretation Stay of Proceedings +1 more

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 2 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Pent Apharm Ltd.

Plaintiff

Peter Muriithi Githui

Defendant

Ashbel Macharia Wachira

Defendant

Procedural Posture

Civil Case / Ruling on Application for Stay of Proceedings and Referral to Arbitration

Legal Issues

  1. 1 Whether the dispute between the plaintiff and defendants should be referred to arbitration under Article 30 of the plaintiff company's Articles of Association.
  2. 2 Whether the defendants waived their right to arbitration by participating in negotiations and partly performing obligations under a shareholders' agreement.
  3. 3 Whether the court should stay proceedings and refer the matter to arbitration as per section 6(1) of the Arbitration Act.

Ratio Decidendi

The court found that Article 30 of the plaintiff company's Articles of Association contains a clear and binding arbitration clause covering disputes between the company and its members, including disputes over shareholding and directorship. The court held that the defendants' application for stay of proceedings and referral to arbitration was made in a timely manner, as required by section 6(1) of the Arbitration Act. The court rejected the plaintiff's argument that the right to arbitration had been waived, noting that the documentation relied upon by the plaintiff was unsigned by the defendants and that Article 9 of the Articles of Association regarding share transfer had not been...

Court Disposition

Defendants' application for stay of proceedings and referral to arbitration allowed; proceedings stayed and parties referred to arbitration; defendants awarded costs.

Orders

  • Proceedings before the court are stayed.
  • The dispute is referred to arbitration in accordance with Article 30 of the plaintiff company's Articles of Association.