Kenya Case Law

Mwatibo & 7 others v Mramba & 6 others; Maungu Ranching (DA) Co Ltd & 3 others (Interested Parties)

Mwatibo & 7 others v Mramba & 6 others; Maungu Ranching (DA) Co Ltd & 3 others (Interested Parties) [2025] KEELC 4828 (KLR)

Court

Environment and Land Court

Case number

Environment and Land Miscellaneous Application E007 of 2025

Judge

EK Wabwoto

The Environment and Land Court lacks jurisdiction to entertain an application for leave to commence and prosecute a derivative action under the Companies Act, as such jurisdiction is expressly vested in the High Court by statute. The Companies Act 2015 defines the 'court' for derivative actions as the High Court, and jurisdiction cannot be assumed by implication or by reference to the subject matter of land or company management. In the interests of substantive justice and to avoid penalizing parties for filing in a court of cognate jurisdiction, the proper course is to transfer the matter to…

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• Derivative Actions
• Company Directors Duties
• Jurisdiction Of Courts
• Conflict Of Interest
• Shareholder Rights

Eureka Holdings v Nyachae & 5 others; Diamond Trust Bank & 2 others (Interested Parties)

Eureka Holdings v Nyachae & 5 others; Diamond Trust Bank & 2 others (Interested Parties) [2025] KEHC 8636 (KLR)

Court

High Court

Case number

Miscellaneous Cause E872 of 2024

Judge

JWW Mong'are

The court found that the preliminary objection raised by the 1st respondent was not purely a matter of law but involved disputed facts regarding shareholding and directorship, thus requiring evidence and falling outside the scope of a preliminary objection. The application to strike out the 1st respondent and join another party was dismissed because the 1st respondent remained a necessary party, as the transfer of shares and directorship was incomplete and not reflected in official records. The court held that the arbitration clause in the company constitution mandated prior consultation betw…

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• Arbitration Agreements
• Company Directors Duties
• Shareholder Disputes
• Joinder Of Parties
• Interim Measures
• Fiduciary Duties

Ilmi Investments (K) Ltd v Saini & 4 others; Greenfiled Developers Ltd (Affected Company)

Ilmi Investments (K) Ltd v Saini & 4 others; Greenfiled Developers Ltd (Affected Company) [2025] KEHC 4716 (KLR)

Court

High Court

Case number

Commercial Case E519 of 2024

Judge

PM Mulwa

The court dismissed the preliminary objection because it required the determination of factual issues (shareholding) which cannot be resolved as a pure point of law at an interlocutory stage. The court granted leave for the derivative suit and issued temporary injunctions, finding the application merited to allow the Plaintiff to ventilate its case and preserve the property.

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• Derivative Actions
• Minority Shareholder Protection
• Injunctive Relief
• Company Directors Duties

Ravasio v Kriplani & 5 others

Ravasio v Kriplani & 5 others [2025] KEHC 4352 (KLR)

Court

High Court

Case number

Commercial Petition E008 of 2020

Judge

AA Visram

The Petitioner's application seeking relief under Sections 780 and 782 of the Companies Act was res judicata as the core issues had been determined by a previous ruling of a court of concurrent jurisdiction. The prayer for the appointment of a receiver manager was not supported by sufficient evidence and the incorrect procedural rule was cited.

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• Company Directors Duties
• Oppression Of Minority Shareholders
• Res Judicata
• Appointment Of Receiver Manager

Jun v Yan & 2 others

Jun v Yan & 2 others [2025] KEHC 2978 (KLR)

Court

High Court

Case number

Civil Case E019 of 2024

Judge

A Mabeya

The court dismissed the preliminary objection, finding that issues of factual ascertainment do not constitute pure points of law for a preliminary objection, a Power of Attorney registered outside the statutory period is valid upon late registration, a derivative suit can be brought by a shareholder through an agent acting under a Power of Attorney, and permission to continue a derivative suit is required under the Companies Act, not permission to file it.

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• Derivative Actions
• Power Of Attorney
• Company Directors Duties
• Pleadings And Parties
• Registration Of Documents

Mahammadali v Kumar & 3 others

Mahammadali v Kumar & 3 others [2025] KEHC 3804 (KLR)

Court

High Court

Case number

Commercial Case E894 of 2021

Judge

MN Mwangi

The court found that the plaintiff, Punjani Riyaz Mahammadali, was fully aware of the clear and unambiguous terms of the court order issued on 8th November 2021, which required him to sign cheques necessary for the proper management of the company, including salaries. The plaintiff's refusal to sign the salary cheque for September 2023 was not justified by his concerns about alleged fraud or mismanagement, as these issues should have been addressed at the board level or by seeking variation or discharge of the order. The court emphasized that compliance with court orders is mandatory unless s…

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• Contempt Of Court
• Company Directors Duties
• Shareholder Disputes
• Injunctive Orders
• Bank Mandate Disputes

Chagadwa v Witteveen & another; Medlink Africa Limited & 7 others (Interested Parties)

Chagadwa v Witteveen & another; Medlink Africa Limited & 7 others (Interested Parties) [2025] KEHC 368 (KLR)

Court

High Court

Case number

Commercial Case E138 of 2021

Judges

A Mabeya, F Gikonyo

Permission for the Plaintiff to continue the suit as a derivative action was refused because the Plaintiff failed to demonstrate a prima facie case against the Defendants and did not show that they had made efforts to bring the alleged breaches to the attention of the Defendants or made a demand. The suit was not struck out despite the existence of a later suit with similar issues, as the existence of a latter suit does not extinguish a former suit.

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• Derivative Actions
• Company Directors Duties
• Shareholder Disputes
• Oppression Of Minority
• Striking Out Proceedings

Ng’ang’a & 2 others v Ng’ang’a; Bennandira Company (Affected Company)

Ng’ang’a & 2 others v Ng’ang’a; Bennandira Company (Affected Company) [2024] KEHC 15536 (KLR)

Court

High Court

Case number

Miscellaneous Civil Application E065 of 2024

Judge

WM Musyoka

The High Court declined leave to bring a derivative action, holding the applicants had shifted toward a challenge aimed at nullifying the company, which is not a derivative claim.

• Derivative Actions
• Company Directors Duties
• Shareholder Rights
• Corporate Fraud
• Company Incorporation
• Corporate Governance

Majale v Muiru & another; Lemuma Pharmacy Limited (Affected Company)

Majale v Muiru & another; Lemuma Pharmacy Limited (Affected Company) [2024] KEHC 14724 (KLR)

Court

High Court

Case number

Commercial Case 430 of 2017

Judge

FG Mugambi

The High Court dismissed a shareholder’s application for leave to bring a derivative claim over alleged unauthorized transfer of company assets, finding no prima facie case.

• Derivative Actions
• Company Directors Duties
• Shareholder Disputes
• Corporate Governance
• Derivative-actions
• Company-directors-duties

Owino v Ouko & 4 others; Ekaa Afrika Limited (Nominal Defendant)

Owino v Ouko & 4 others; Ekaa Afrika Limited (Nominal Defendant) [2024] KEHC 14683 (KLR)

Court

High Court

Case number

Civil Suit E210 of 2023

Judge

FG Mugambi

The court found that the applicant is a director and shareholder of the company and that the cause of action relates to compliance with a prior court judgment affecting the company. The applicant demonstrated efforts to obtain compliance and transparency from the other directors, who failed to respond or act in the company's best interests. The reliefs sought are for the benefit of the company as a whole, not for the applicant's personal gain. The defendants' failure to disclose information and comply with court orders exposes the company to significant financial and legal risk. The statutory…

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• Derivative Actions
• Company Directors Duties
• Shareholder Rights
• Compliance With Court Orders