Kenya Case Law

Cape Holdings Limited (Under Administration) v Synergy Industrial Credit Limited & another; Sanghrajka & 5 others (Interested Parties)

Cape Holdings Limited (Under Administration) v Synergy Industrial Credit Limited & another; Sanghrajka & 5 others (Interested Parties) [2025] KEHC 9053 (KLR)

Court

High Court

Case number

Miscellaneous Application 114 of 2015

Judge

JWW Mong'are

The court held that it is functus officio regarding the review of its earlier ruling dismissing Cape Holdings' application, as the proper recourse is an appeal. Prohibition orders against properties registered in the names of directors or third parties cannot be granted unless Synergy demonstrates that such properties are beneficially owned by Cape Holdings or acquired using its funds. The court found Synergy's application for further prohibition orders premature, as existing attached properties have not been realized and there is no evidence of an unsatisfied balance. The decretal sum and in…

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• Execution Of Decrees
• Attachment Of Property
• Company Directors Liability
• Valuation Of Property
• Auctioneers Rules

Wafula (Derivatively on behalf of)Transnzoia Investment Company v Walubengo & 6 others

Wafula (Derivatively on behalf of)Transnzoia Investment Company v Walubengo & 6 others [2025] KEELC 4668 (KLR)

Court

Environment and Land Court

Case number

Environment & Land Case 74 of 2019

Judge

CK Nzili

The court found that the 1st–4th defendants, as directors of Transnzoia Investment Company, breached their fiduciary duties by fraudulently and unprocedurally subdividing and transferring the company’s land (Kitale Hotel) to the 5th defendant and subsequently to the 6th and 7th defendants without proper shareholder approval, board resolutions, or payment of consideration. The evidence showed that the transactions were riddled with irregularities, lack of documentation, and conflict of interest, with proceeds not accounted for to the company. The 6th and 7th defendants were not bona fide purch…

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• Derivative Actions
• Fraudulent Transfer Of Land
• Breach Of Fiduciary Duty
• Company Directors Liability
• Bona Fide Purchaser
• Title Rectification

Mwaniki Gitahi t/a Mwaniki Gitahi & Partners Advocates v Thuku & 2 others

Mwaniki Gitahi t/a Mwaniki Gitahi & Partners Advocates v Thuku & 2 others [2025] KEELC 4281 (KLR)

Court

Environment and Land Court

Case number

Miscellaneous Application E025 of 2024

Judge

YM Angima

The court found that the mere engagement of the applicant by the 3rd respondent in his capacity as a director or agent of Swiftway Enterprises Ltd did not, without more, create an advocate-client relationship between the applicant and the 3rd respondent personally. The payment of legal fees via the 3rd respondent's mpesa number and his role as a witness for the company were insufficient to establish personal liability for the legal fees. The taxing officer erred in law by proceeding to tax the bill of costs without first ascertaining the existence of an advocate-client relationship, which is…

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• Advocate Client Relationship
• Taxation Of Costs
• Jurisdiction Of Taxing Officer
• Company Directors Liability

Fahrenheit Energy Limited v Boit & another

Fahrenheit Energy Limited v Boit & another [2025] KEELC 3711 (KLR)

Court

Environment and Land Court

Case number

Environment & Land Case E068 of 2024

Judge

CK Yano

The court found that the Plaintiff, through its director, failed to disclose the existence and effect of Succession Cause No. E026 of 2022, which was material to the determination of the injunction application. The Plaintiff misrepresented the Defendants as trespassers, omitting that their presence on the land was pursuant to valid court orders. The director's knowledge of the succession proceedings was attributable to the Plaintiff company. The court further found that service of the application on the Defendants was irregular and not in compliance with the Civil Procedure Rules, as the affi…

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• Injunctions
• Service Of Process
• Material Non Disclosure
• Succession And Trusts
• Land Registration
• Company Directors Liability

International Air Transport Association & another v Gitonga & 2 others

International Air Transport Association & another v Gitonga & 2 others [2025] KEHC 1948 (KLR)

Court

High Court

Case number

Civil Suit E361 of 2017

Judge

JWW Mong'are

The High Court dismissed a motion to set aside and stay execution of a mediation-based consent judgment, finding no basis to disturb the decree.

• Consent Judgment
• Mediation Settlement
• Setting Aside Judgment
• Service Of Process
• Company Directors Liability
• Consent-judgment

TRV Towers Limited v NCBA Bank Kenya PLC & another

TRV Towers Limited v NCBA Bank Kenya PLC & another [2024] KEHC 15487 (KLR)

Court

High Court

Case number

Commercial Case E541 of 2023

Judge

MN Mwangi

The High Court dismissed an application by a former director and guarantor seeking joinder in a banking dispute, finding he was not a necessary party.

• Joinder Of Parties
• Company Directors Liability
• Personal Guarantee
• Statutory Power Of Sale
• Joinder-of-parties
• Personal-guarantee

Ndungu & 2 others v Patrick & 5 others

Ndungu & 2 others v Patrick & 5 others [2024] KEELC 7014 (KLR)

Court

Environment and Land Court

Case number

Environment and Land Case Civil Suit E009 of 2024

Judge

JO Mboya

The court found that the 3rd to 6th Defendants/Applicants were not parties or privy to the sale agreement forming the basis of the suit, having only signed as witnesses in their official capacities as directors of the 2nd Defendant. The doctrine of privity of contract and the principle of corporate personality dictate that only the parties to a contract can sue or be sued upon it, and company directors acting in their official capacity cannot be held personally liable for company actions. The Plaintiffs failed to demonstrate any direct or personal claim against the 3rd to 6th Defendants, and…

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• Joinder And Misjoinder Of Parties
• Privity Of Contract
• Company Directors Liability
• Sale Of Land
• Reasonable Cause Of Action

Pangaea Holdings Kenya Limited & another v Haienda Development Holdings Limmited

Pangaea Holdings Kenya Limited & another v Haienda Development Holdings Limmited [2024] KEHC 11530 (KLR)

Court

High Court

Case number

Civil Case 55 of 2015

Judge

MN Mwangi

The court found that although there were no formal loan agreements or board resolutions authorizing the advances, the plaintiffs did transfer Kshs.13,597,500 and Kshs.35,480,774 to the defendant, as evidenced by bank statements and the defendant's audited accounts. The defendant retained these funds and did not return them, amounting to acquiescence and the creation of an informal lending arrangement. The absence of written agreements or board approval did not invalidate the plaintiffs' claims, as Kenyan law and relevant case law recognize enforceability of oral or informal contracts where th…

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• Informal Loans
• Company Directors Liability
• Shareholder Disputes
• Interest Rates On Loans
• Enforceability Of Unwritten Contracts

Meridian Acceptances Limited & 2 others v Cargil Enterprises Limited

Meridian Acceptances Limited & 2 others v Cargil Enterprises Limited [2024] KEHC 9777 (KLR)

Court

High Court

Case number

Civil Appeal E376 of 2022

Judge

WM Musyoka

The court found that the loan agreement was personal to Mr. Nyakundi and not the respondent, as there was no evidence of a company resolution or proper execution of documents binding the respondent. The mere listing of the respondent's vehicle as collateral, without its authority or consent, did not create a valid security interest for the appellants. The use of the respondent's accounts for loan repayments did not make the respondent privy to the loan. Allegations of fraud were not particularized or proved to the required standard. The impounding of the respondent's vehicle by the appellants…

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• Company Directors Liability
• Security For Loans
• Fraud In Commercial Transactions
• Special Damages
• Company Resolutions
• Conversion Of Property

Kitua & another v Republic

Kitua & another v Republic [2024] KEHC 9553 (KLR)

Court

High Court

Case number

Appeal E003 of 2023

Judge

F Gikonyo

The court found that although the appellants did not participate in the initial decision to sell the land, they became office bearers with full knowledge of the illegality and took active steps to complete the transaction, including dealing with the balance of the purchase price and signing transfer documents. The evidence established that the land had been subdivided and allocated to shareholders pursuant to a prior resolution, and no subsequent shareholders' resolution authorized the sale. By furthering the illegal scheme and facilitating the completion of the sale without proper authority,…

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• Conspiracy To Defraud
• Company Directors Liability
• Sale Of Company Property
• Shareholder Rights
• Criminal Procedure
• Corporate Governance