Kenya Case Law

National Housing Corporation v Odera

National Housing Corporation v Odera [2025] KEHC 5789 (KLR)

Court

High Court

Case number

Miscellaneous Civil Application E145 of 2022

Judge

PM Mulwa

The court found that the doctrine of res judicata did not apply because the issue of execution of share transfer forms was not directly and substantially in issue in the previous Employment and Labour Relations Court case, which was limited to unfair termination. The Employment and Labour Relations Court lacked jurisdiction over company law matters, including share transfers. The Respondent's refusal to execute the share transfer forms was found to be without lawful basis, obstructive, and unjustified. The court held that the Applicant was entitled to the relief sought, as the Respondent's co…

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• Res Judicata
• Share Transfer
• Company Winding Up
• Mandatory Injunction

Mworia (Suing on His Own Behalf and as the Legal Representative of the Estate of Gideon Mugambi Mworia-Deceased) v Mpuri Maize Millers Ltd & 3 others

Mworia (Suing on His Own Behalf and as the Legal Representative of the Estate of Gideon Mugambi Mworia-Deceased) v Mpuri Maize Millers Ltd & 3 others [2024] KEHC 3658 (KLR)

Court

High Court

Case number

Civil Suit 143 of 2015

Judge

CW Meoli

High Court partly allowed a land-sale dispute, finding no breach of contract but ordering refund of Kshs. 2,503,000/- that had been admitted and not repaid.

• Breach Of Contract
• Sale Of Land
• Company Directorship
• Share Transfer
• Contract Frustration
• Breach-of-contract

Washer v Negawatt Limited; Maina (Interested Party)

Washer v Negawatt Limited; Maina (Interested Party) [2024] KEHC 751 (KLR)

Court

High Court

Case number

Miscellaneous Civil Application E703 of 2022

Judge

MN Mwangi

The High Court allowed an application under section 280 of the Companies Act to convene company meetings with reduced quorum after repeated non-attendance made quorum impracticable.

• Company Meetings
• Quorum Requirements
• Minority Rights
• Fiduciary Duties
• Removal Of Director
• Share Transfer

Forty Thieves Beach Bar Limited v Staudte

Forty Thieves Beach Bar Limited v Staudte [2023] KEHC 21134 (KLR)

Court

High Court

Case number

Civil Suit 113 of 2018

Judge

OA Sewe

The court found that the defendant's application was not competently before the court because it sought reliefs not pleaded in the main suit, violating the principle that courts can only grant reliefs sought in pleadings. Furthermore, the court held that the application was sub judice, as the same issue regarding the ownership and transfer of the 500 shares was pending in Nairobi Miscellaneous Cause No. 72 of 2019 between the same parties. The defendant failed to discharge the evidential burden of proving that the other suit was not pending. Even if the application were properly before the co…

Source excerpt

• Share Transfer
• Company Shareholding
• Sub Judice
• Succession Of Shares
• Pleadings And Relief
• Burden Of Proof

Republic v Karanja & another

Republic v Karanja & another [2023] KEMC 17 (KLR)

Court

Magistrate's Court

Case number

Criminal Case 1713 of 2018

Judge

E Kimilu

The court acquitted the accused of forgery, uttering, conspiracy to defraud, and fraudulent land registration, finding the prosecution had not proved intent or falsity beyond reasonable doubt.

• Forgery
• Company Directorship
• Share Transfer
• Land Registration
• Conspiracy To Defraud
• False Pretences

Ombongi v Simiyu & another

Ombongi v Simiyu & another [2023] KEELC 17148 (KLR)

Court

Environment and Land Court

Case number

Environment & Land Case 88 of 2017

Judge

LN Mbugua

The court held that the plaintiff proved ownership of the suit land through an unbroken chain of share transfers, declared the defendant a trespasser, and awarded damages and injunction.

• Ownership Disputes
• Trespass
• Allocation Of Land
• Share Transfer
• Injunctive Relief
• Land-trespass

Velani & 6 others v Naran & 2 others

Velani & 6 others v Naran & 2 others [2021] KEHC 75 (KLR)

Court

High Court

Case number

Petition E002 of 2020

Judge

JM Mativo

The High Court found that company controllers acted oppressively and unfairly prejudicially by failing to transfer shares and related interests to purchasers of the units.

• Oppression Of Minority Shareholders
• Unfair Prejudice
• Company Management
• Share Transfer
• Corporate Governance
• Oppression-of-minority-shareholders

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

In re Estate of James Waiganjo (Deceased)

In re Estate of James Waiganjo (Deceased) [2020] KEHC 10441 (KLR)

Court

High Court

Case number

Succession Cause 2280 of 2011

Judge

JO Nyarangi

The court found that the Executors failed to comply with their statutory obligation under Section 83 of the Law of Succession Act to provide a full and accurate account and inventory of the estate within six months of confirmation of the grant. Despite some assets having been distributed, a significant portion, particularly shares in Gitungo Family Investment Co. Ltd, remained untransferred, and no evidence was provided to show beneficiaries had received their shares. However, the court recognized mitigating factors for the delay, including the death of an Executor, the estate's complexity, a…

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• Testate Succession
• Executor Duties
• Grant Of Probate
• Estate Accounting
• Share Transfer
• Revocation Of Grant

Aziz Ebrahim v Ramzan Ebrahim

Aziz Ebrahim v Ramzan Ebrahim [2020] KEHC 1707 (KLR)

Court

High Court

Case number

Civil Case 198 of 1999

Judge

MW Muigai

The High Court held that two 1995 memoranda were valid and enforceable, found the plaintiff partly performed, and ordered reconciliation of accounts and transfer-related relief.

• Contract Enforcement
• Specific Performance
• Share Transfer
• Collateral Security
• Company Law
• Property Sale