[2019] KEHC 8700 (KLR)
The court found that both plaintiffs and defendants claimed rights of leadership in Ndirikania Company Limited, making it impossible at the interlocutory stage to determine which party had a prima facie case with a probability of success. The court further held that damages would not be an adequate remedy in such an...
Source-derived case information.
- Citation
- [2019] KEHC 8700 (KLR)
- Parties
- Plaintiff: Robert Macharia Kuria; Plaintiff: Edward Njenga Muchai; Plaintiff: Samuel Ngethe Ndirangu; Plaintiff: Taddeo Muiruri Mungai; Defendant: David Macharia Thiga; Defendant: Sebastian Mungai; Defendant: Lucy Wambui Githaiga; Defendant: Joseph Mugwimi Mwangi; Defendant: Michael Mutua; Defendant: Peter Heho; Defendant: Nancy Njoki
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Law Courts)
- Jurisdiction
- Kenya
- Case Number
- Civil Case 171 of 2017
- Procedural Posture
- Civil Case / Ruling on Interlocutory Injunction Application
- Outcome
- application dismissed
- Judges
- A Mbogholi-Msagha
- Legal Topics
- Company Leadership Disputes, Injunctions, Shareholder Rights
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Robert Macharia Kuria
Plaintiff
Edward Njenga Muchai
Plaintiff
Samuel Ngethe Ndirangu
Plaintiff
Taddeo Muiruri Mungai
Plaintiff
David Macharia Thiga
Defendant
Sebastian Mungai
Defendant
Lucy Wambui Githaiga
Defendant
Joseph Mugwimi Mwangi
Defendant
Michael Mutua
Defendant
Peter Heho
Defendant
Nancy Njoki
Defendant
Procedural Posture
Civil Case / Ruling on Interlocutory Injunction Application
Legal Issues
- 1 Whether the annual general meeting held by the defendants on 14th September, 2015 was unlawful and illegal.
- 2 Whether the defendants should be restrained by injunction from running the affairs of Ndirikania Company Limited pending trial.
- 3 Whether the defendants should be compelled to furnish audited accounts to shareholders.
Ratio Decidendi
The court found that both plaintiffs and defendants claimed rights of leadership in Ndirikania Company Limited, making it impossible at the interlocutory stage to determine which party had a prima facie case with a probability of success. The court further held that damages would not be an adequate remedy in such an internal company dispute, and that the balance of convenience favoured maintaining the status quo. The court emphasized the need for the matter to proceed to full trial for substantive resolution, and therefore dismissed the application for injunction, with each party to bear its own costs.
Court Disposition
application dismissed
Orders
- The application for injunction is dismissed.
- Each party shall bear its own costs.
Full Case Text
Judgment text and source record
26 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT NAIROBI
CIVIL CASE 171 OF 2017
ROBERT MACHARIA KURIA......................1ST PLAINTIFF
EDWARD NJENGA MUCHAI......................2ND PLAITNIFF
SAMUEL NGETHE NDIRANGU..................3RD PLAINTIFF
TADDEO MUIRURI MUNGAI......................4TH PLAINTIFF
VERSUS
DAVID MACHARIA THIGA......................1ST DEFENDANT
SEBASTIAN MUNGAI...............................2ND DEFENDANT
LUCY WAMBUI GITHAIGA.....................3RD DEFENDANT
JOSEPH MUGWIMI MWANGI................4TH DEFENDANT
MICHAEL MUTUA....................................5TH DEFENDANT
PETER HEHO.............................................6TH DEFENDANT
NANCY NJOKI...........................................7TH DEFENDANT
RULING
This case revolves around a dispute centred on leadership where the contesting parties claim responsibility for running a company known as Ndirikania Company Limited. It is the plaintiffs case that an annual general meeting held on or about 14th September, 2015 by the defendants was unlawful and illegal. It is their case therefore that the said meeting should be declared unlawful and illegal and that the defendants should be barred from conducting the affairs of the said company.
There is also a prayer that the defendants should be compelled to furnish all members/shareholders with proper audited accounts for consideration at any general meeting convened by itself or as the court may direct to be convened and supervised by the Registrar of Companies in accordance with the law and articles of the company.
Alongside the plait there was filed an application by way of Notice of Motion seeking injunction orders against the defendants to restrain them from running the affairs of the said company. That application is the basis of this ruling.
The application is supported by an affidavit sworn by Robert Macharia Kuria said to be the secretary and shareholder of the company. The defendants have opposed the application and there is a replying affidavit sworn by David Macharia Thiga a director of the company. Both parties have filed submissions to address the issues herein.
From the pleadings the orders sought by the plaintiffs may not resolve the issues raised considering that this is an internal dispute relating to the leadership of the company. Both the plaintiffs and the defendants claim rights of leadership in the company. It cannot be said at this stage that either the plaintiffs or the defendants have a prima facie case with a probability of success.
Further, in a dispute of this nature, the issue of whether or not damages would be adequate compensation for the successful party may not be a reasonable consideration. I am not in doubt about the foregoing observation but even if I were, the balance of convenience would tilt in favour of maintaining the status quo but with a rider that subject to all the parties filing their respective pleadings and complying with Order 11 of the Civil Procedure Rules, the matter be fast tracked so that the issues can be addressed in a full trial. Consequently, I do not find merit in this application and therefore dismiss the same with both parties bearing their own costs.
Dated, signed and delivered at Nairobi this 28th Day of March, 2019.
A.MBOGHOLI MSAGHA
JUDGE