https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6981

Riziki Commodities Limited v Vijo Food and Feeds Limited (Commercial Arbitration Cause E195 of 2024) [2026] KEHC 6981 (KLR) (Commercial and Tax) (8 May 2026) (Ruling) Neutral citation: [2026] KEHC 6981 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Commercial Arbitration Cause E195 of 2024 MN Mwangi, J May 8, 2026 Between Riziki Commodities Limited Appellant and Vijo Food and Feeds Limited Respondent Ruling 1.The applicant filed a Notice of Motion application dated 9th July 2025 pursuant to the provisions of Order 22 Rule 35 & Order 51 Rule 1 of the Civil Procedure Rules, 2010, Sections 1A, 1B, 3A, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39 & 40 of the Civil Procedure Act, Articles 48, 50 & 159(2)(c) & (d) of the Constitution and all other enabling provisions of the law. 2.The applicant prays for orders-i.That Summons do issue compelling Stephen Ananda Amwayi, being the sole Director/Shareholder of the appellant/judgment-debtor/respondent herein, to attend the Honourable Court with his identification documents for examination on oath of the appellant/judgment-debtor/respondent’s means and assets required to satisfy the decree herein;ii.That Stephen Ananda Amwayi be ordered to produce all the judgment-debtor’s audited books of accounts, including, but not limited to the judgment-debtor’s audited annual financial records;iii.That in default of such attendance/compliance, or should the respondent fail to provide the necessary information & documentation as required to satisfy the decree herein in full, or if the information & documentation provided proves insufficient to satisfy the decree herein in full, this Honourable Court be pleased to lift/pierce the corporate veil and consequently impose personal liability on Stephen Ananda Amwayi;iv.That this Honourable Court be pleased to order Stephen Ananda Amwayi to personally pay Kshs.186,700/= being the balance of the decretal amount, plus accrued interest, in full, within 14 days of the order, to the Advocates of the respondent/decree-holder/applicant; andv.That should Stephen Ananda Amwayi fail to settle the balance of the decretal sum as ordered, leave be and is hereby granted to the decree-holder to execute the decree herein personally against Stephen Ananda Amwayi through warrants of arrest & committal to civil jail or through attachment and sale of his property or through any other form of lawful execution of this Court’s decree. 3.The application is premised on the grounds on the face of the Motion, and it is supported by an affidavit sworn on the same day by Mr. Josephat Murunga Mungoche, a Director of the applicant herein. He averred that there is in place a Consent Judgment dated 8th April 2024 against the respondent for Kshs.236,700/= and that Kshs.186,700/= remains unsatisfied. He claimed that the respondent’s Director has since cleared the respondent company’s bank accounts thereby frustrating garnishee proceedings. Mr. Murunga claimed that the respondent has since defaulted and has no intention of making further payments since the payment of Kshs.50,000/= made on 7th April 2025. He averred that the respondent’s Director is hiding behind the respondent company in a bid to evade the debt owed, hence the need to lift the corporate veil for purposes of execution. 4.In opposition to the application, Mr. Stephen Ananda Amwayi filed a replying affidavit sworn on 21st July 2025 as a Director of the respondent company. He averred that there is no factual basis for lifting the corporate veil of the respondent as no exceptional circumstances have been demonstrated. He asserted that he should not be held liable for a separate legal entity. 5.Subsequently, the applicant’s Director filed a further affidavit sworn on 3rd September 2025. He claimed that the respondent’s Director has frustrated other modes of execution thereby denying the applicant the fruits of the Consent Judgment. He further claimed that the respondent’s Director has demonstrated bad faith by clearing the bank accounts and vacating the premises, as well as by using a fictitious registered address of business. 6.The application herein was canvassed by way of written submissions. The applicant through its Counsel submitted that it had exhausted all other avenues of execution against the judgment-debtor company and that the respondent’s Director had not provided a plausible reason for their flouting of the Consent Judgment. Counsel placed reliance on Order 22 Rule 35 of the Civil Procedure Rules. Among other cases, he cited the case of Maaralink Tours & Photography Company Limited v Dawagi Investments Limited (Environmental and Land Originating Summons E017 OF 2021) (2025) (Ruling). Analysis And Determination. 7.Having considered the instant application, the grounds on the face of it and the affidavit filed in support thereof, as well as the replying affidavit and the applicant’s submissions; the issues arising for determination are-i.Whether the respondent’s Director should be summoned to attend Court for examination on oath of the respondent company’s means and to produce its audited annual financial records.ii.Whether the respondent’s Director should be held personally liable for the respondent company’s debt to the applicant. Whether the respondent’s Director should be summoned to attend Court for examination on oath of the respondent company’s means and to produce its audited annual financial records. 8.It is not in dispute that there is a Consent Judgment and Order dated 8th April 2025 in favour of the applicant as against Riziki Commodities Limited, the respondent company, for the cumulative sum of Kshs.236,700/= being the settlement sum. Based on the affidavit evidence on record, the respondent has only paid Kshs. 50,000/=, with Kshs.186,700/= remaining unsatisfied. The applicant contends that it is unable to establish any property that can be attached, and that the respondent’s Director has since then intentionally cleared out the company’s bank accounts, thereby frustrating the execution process. 9.Examination of judgment debtors, officers or any other persons as to property the company in issue, is provided for under Order 22 Rule 35(b) of the Civil Procedure Rules, 2010, which states that-Where a decree is for the payment of money, the decree-holder may apply to the Court for an order that in the case of a corporation, any officer thereof be orally examined as to whether any or what debts are owing to the judgment-debtor, and whether the judgment – debtor has any and what property or means of satisfying the decree, and the Court may make an order for the attendance and examination of such judgment-debtor or officer, or other person, and for the production of any books or documents. 10.The effect of the above provisions was considered in the case of Post Bank Credit Limited (In Liquidation) v Nyamangau Holdings Limited (2015) KEHC 5964 (KLR), where the Court held that-“The main reason for the application is to call upon the Defendant Company's directors to be orally examined as to whether any or what debts are owing to the company, and whether the judgment-debtor has any and what property or means of satisfying the decree herein." 11.It is now well settled that Courts have the power to Summon any Officer of a judgment debtor company to be examined on oath about the debts owed by the company and to determine whether the company has means or assets to satisfy the decree. See the case of Masefield Trading (K) Ltd v Rushmore Company Limited & another (2008) eKLR. 12.As per the CR-12 of Riziki Commodities Limited (judgment debtor) dated 19th May 2025, Stephen Ananda Amwayi is the Director of the respondent company. This Court is as such persuaded that the applicant has demonstrated the need for this Court to exercise its discretion in the applicant’s favour and issue an order summoning Mr. Stephen Ananda Amwayi, the respondent company’s Director, to be examined orally under oath as to the respondent’s means and assets, and to produce the respondent company’s audited annual financial records. Whether the said Director should be personally liable for the respondent company’s debt to the applicant? 13.In determining the above issue, this Court has to establish if there are sufficient reasons for piercing or lifting the respondent’s corporate veil before determining whether the respondent’s Director should be held personally liable for the respondent company’s debt. That however, can only be done by examining the respondent company’s Director under oath on the means and assets of the respondent company, and by him producing books of accounts, to aid in execution. 14.In the circumstances, the second issue will be addressed after examination of the respondent company’s Director under oath, or if he fails to attend Court for examination on the date appointed for the said procedural step in execution proceedings. 15.It is therefore this Court’s finding that the application dated 9th July 2025 is partially merited. It is hereby allowed in the following terms;i.Summons shall issue to the respondent company’s Director, Stephen Ananda Amwayi, to attend Court with his identification documents for examination on oath on the respondent’s means and assets required to satisfy the decree in issue;ii.An order is hereby issued directing the respondent company’s Director, Stephen Ananda Amwayi, to produce all the judgment debtor’s audited books of accounts, including, but not limited to the judgment debtor’s audited annual financial records;iii.Prayers (iii), (iv) & (v) of the application dated 9th July 2025 are held in abeyance pending the examination on oath of the respondent company’s Director and upon production of the respondent’s audited books of accounts.iv.Costs of this application are awarded to the respondent/decree holder/applicant.It is so ordered. DATED, SIGNED AND DELIVERED IN KIAMBU ON 8TH DAY OF MAY, 2026. RULING DELIVERED THROUGH MICROSOFT TEAMS ONLINE PLATFORM.NJOKI MWANGIJUDGEIn the presence of-Mr. Thairu for the respondent/decree holder/applicantNo appearance for the appellant/judgment debtor/respondentMs Julia – Court Assistant.NJOKI MWANGI, J.