Kenya Case Law

Gheewala v Nyaku Limited & 2 others; Registrar of Companies & 2 others (Interested Parties)

Gheewala v Nyaku Limited & 2 others; Registrar of Companies & 2 others (Interested Parties) [2024] KEHC 850 (KLR)

Court

High Court

Case number

Miscellaneous Application E361 of 2023

Judge

FG Mugambi

The court found that while notice of the board meeting was served on the applicant by registered mail, the notice period was extremely short and therefore inadequate, depriving the applicant of a fair opportunity to participate. Additionally, the agenda for the meeting did not include the resignation or appointment of directors as substantive items, which is a requirement for transparency and informed decision-making. As a result, the meeting of 14th June 2022 was invalid and the appointment of the 3rd respondent as director was null and void. However, pursuant to section 133(1)(a) of the Com…

Source excerpt

• Company Directors Appointment
• Board Meetings Notice
• Joinder Of Parties
• Company Articles Interpretation

Trevor Sawaya Ndwiga, Ian Nyagah Ndwiga, Judita Warue Ndwiga, Bryan Kevin Mureithi, Victoria Wanene Ndwigah & Lisa Mumbi Ndwiga v Meridian Acceptances Limited & Registrar of Companies; Eduardo Hernandez Ciriza, Joan Hernandez Ciriza, Paloma Mosoquera Ciriza & James Ndwigah Muchungu (Interested Parties)

Trevor Sawaya Ndwiga, Ian Nyagah Ndwiga, Judita Warue Ndwiga, Bryan Kevin Mureithi, Victoria Wanene Ndwigah & Lisa Mumbi Ndwiga v Meridian Acceptances Limited & Registrar of Companies; Eduardo Hernandez Ciriza, Joan Hernandez Ciriza, Paloma Mosoquera Ciriza & James Ndwigah Muchungu (Interested Parties) [2021] KEHC 13301 (KLR)

Court

High Court

Case number

Miscellaneous Civil Application E1308 of 2021

Judge

DAS Majanja

The High Court held that intra-family share transfers did not bypass directors’ approval under the company’s articles. The derivative-action application and suit were dismissed.

• Share Transfer
• Company Articles Interpretation
• Directors Powers
• Pre Emption Rights
• Derivative Actions
• Corporate Governance

PENT APHARM LTD v PETER MURIITHI GITHUI & another

PENT APHARM LTD v PETER MURIITHI GITHUI & another [2013] KEHC 3259 (KLR)

Court

High Court

Case number

Civil Case 726 of 2012

Judge

JB Havelock

The High Court stayed shareholder litigation and referred the dispute to arbitration under the company’s Articles of Association, finding the arbitration clause binding.

• Arbitration Clause Enforcement
• Shareholder Disputes
• Director Resignation
• Company Articles Interpretation
• Stay Of Proceedings
• Contractual Waiver