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

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

Wanganga & 2 others v Kimani

Wanganga & 2 others v Kimani [2025] KEHC 8360 (KLR)

Court

High Court

Case number

Civil Case E001 of 2025

Judge

JM Nang'ea

The High Court struck out a suit challenging a company AGM, finding the defendant was wrongly sued personally and the claim was really a derivative action filed without leave.

• Derivative Actions
• Corporate Veil
• Company Meetings
• Injunctions
• Directors Duties
• Derivative-actions

Damon v Wairegi Kiarie & Associates Advocates

Damon v Wairegi Kiarie & Associates Advocates [2025] KEHC 7696 (KLR)

Court

High Court

Case number

Civil Miscellaneous Application E066 of 2023

Judge

GL Nzioka

The court found that the applicant's supplementary submissions were in fact received and stamped by the High Court registry prior to the delivery of the taxing master's ruling, but were not considered due to an administrative error by the court registry. This omission was not attributable to the applicant or her advocates. The failure to consider the submissions prejudiced the applicant and constituted a denial of the right to a fair hearing as guaranteed by Article 50 of the Constitution. On this procedural ground alone, the court held that the taxing master's ruling could not stand, and set…

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• Taxation Of Costs
• Advocate Client Bill
• Derivative Actions
• Fair Hearing
• Procedure On Reference

Kagau & another v Nyaga & another; Kangerwe Holding Company Limited (Interested Party)

Kagau & another v Nyaga & another; Kangerwe Holding Company Limited (Interested Party) [2025] KEHC 6418 (KLR)

Court

High Court

Case number

Commercial Case E003 of 2024

Judge

RM Mwongo

The court found that the dispute between the parties, all being members and directors/shareholders of the company, is governed by the Articles of Association, which contain a binding arbitration clause (Article 31). There was no evidence that the parties had attempted to resolve their differences through arbitration as required. The court emphasized that, under Article 159(2)(d) of the Constitution and the doctrine of exhaustion, it must promote alternative dispute resolution and refrain from exercising jurisdiction where parties have not pursued agreed mechanisms. As the application was not…

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• Derivative Actions
• Company Shareholding
• Articles Of Association
• Arbitration Clauses
• Fiduciary Duties
• Corporate Governance

Bing & another v Shuitong

Bing & another v Shuitong [2025] KEHC 9032 (KLR)

Court

High Court

Case number

Commercial Miscellaneous Application E004 of 2025

Judge

DO Chepkwony

The High Court varied interim injunctions in a derivative dispute, allowing company directors to keep managing day-to-day operations while preserving company assets.

• Derivative Actions
• Injunctive Relief
• Corporate Governance
• Directors Duties
• Derivative-actions
• Injunctive-relief

Thuo v Thuo & another

Thuo v Thuo & another [2025] KEHC 5181 (KLR)

Court

High Court

Case number

Civil Suit E37 of 2024

Judge

HI Ong'udi

The High Court at Nakuru dismissed an injunction application as overtaken by events, but allowed a shareholder to seek leave for a derivative claim and granted interim asset protection.

• Derivative Actions
• Company Director Duties
• Shareholder Rights
• Temporary Injunctions
• Derivative-actions
• Temporary-injunctions

Nasokho & another v Progressive Credit Limited & another

Nasokho & another v Progressive Credit Limited & another [2025] KEHC 5141 (KLR)

Court

High Court

Case number

Civil Case E014 of 2023

Judge

RN Nyakundi

The High Court dismissed a contempt application, finding no documentary proof that the respondent sold or otherwise disposed of the restrained vehicle.

• Contempt Of Court
• Enforcement Of Court Orders
• Burden Of Proof
• Derivative Actions
• Contempt-of-court
• Enforcement-of-court-orders

Tonui & 2 others v Kapkoros Tea Factory & another

Tonui & 2 others v Kapkoros Tea Factory & another [2025] KEHC 4816 (KLR)

Court

High Court

Case number

Constitutional Petition E003 of 2025

Judge

JK Ng'arng'ar

The court held that the preliminary objection had merit because the petitioners failed to exhaust the dispute resolution mechanisms provided for under the Companies Act before filing the petition, thus the matter was prematurely brought before the court.

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• Company Resolutions
• Derivative Actions
• Exhaustion Of Remedies
• Preliminary Objection

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.

Source excerpt

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