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Case Brief · caselaw.co.ke
ELCDismissedNotice of Motion dated 14th March 2023

Florence Wanjiru Marine v Plaintiffs (suit against 3rd Defendant striking out application)

Environment and Land Court
3 October 2024
780 words in judgment
View original judgmentRead on Kenya Law Watch case
AI-assisted case brief
·~3 min to read original · ~4 min brief

The bottom line

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A Kenyan court refused to strike out a woman who claimed she never agreed to be a company director, because official company records still listed her.

What this practically means

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Executive summary

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By a Notice of Motion dated 14th March 2023, Florence Wanjiru Marine, the 3rd Defendant, sought to have the entire suit against her struck out with costs. She swore a supporting affidavit deposing that she had resided in the United States of America since 2006, was never consulted and never consented to being made a director of Umplosh Company Limited, the 4th Defendant, and had no interest in or knowledge of the company or the subject matter of the suit. She averred she had written to the Registrar of Companies to have her name removed from the list of directors. The Plaintiffs, through the Replying Affidavit of the 1st Plaintiff, Gerald Kibocha Wambugu, opposed the application, asserting that the company search records from the Registrar of Companies confirmed the 3rd Defendant as a director of the 4th Defendant. J. O. Olola J observed that the 3rd Defendant was joined precisely because she is listed as one of six directors of the 4th Defendant, incorporated on 23rd March 2015, per a company search dated 13th October 2016. The court held that the Registrar of Companies' records are the only official records for identifying a company's officials, and that the 3rd Defendant produced no evidence that the Registrar had acceded to her removal request or that she had completed any legal process of resignation. The court concluded she was a proper party and dismissed the motion with costs to the Plaintiffs on 3rd October 2024 at Nyeri.

Questions the Court framed

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The issues the Court set itself to decide, in its own words.

  1. 1.Whether the 3rd Defendant is properly enjoined in the suit as a director of the 4th Defendant
  2. 2.Whether the entire suit against the 3rd Defendant should be struck out with costs

Key legal issues

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01

Whether the 3rd Defendant was improperly joined as a defendant in the suit

Holding

The application to strike her out was misconceived because the official records of the Registrar of Companies list her as a director of the 4th Defendant and she has not shown any completed legal process removing her name.

Reasoning

The court noted that the 3rd Defendant was joined because she is listed as one of six directors of Umplosh Company Limited in a company search dated 13th October 2016. Although she deponed that she never consented to being a director and had written to the Registrar seeking removal, she produced no evidence that the Registrar acceded to that request. The official register therefore remained the basis for her joinder.

p. 2

Legal principles established

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  • The official records held at the office of the Registrar of Companies are the authoritative record for identifying the officials of a company.

Court orders

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  1. 1.The Motion dated 14th March 2023 is dismissed
  2. 2.Costs of the application awarded to the Plaintiffs

The bench

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One judgment of the whole court — no separate or dissenting opinions.

majority

Wrote the judgment

Jurisdiction invoked
Inherent powers of the court on interlocutory application under civil procedure (not expressly stated in the judgment)

Relief refused

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Striking out of the entire suit against the 3rd Defendant

The official records at the Registrar of Companies place the 3rd Defendant as a director of the 4th Defendant and she has demonstrated no completed process of resignation or removal, making her a proper party.

p. 3

Costs

The Motion dated 14th March 2023 is dismissed with costs to the Plaintiffs.

Quotable passages

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Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.

The records held at the ofice of the Registrar of Companies are the only oficial records on which one can rely to identify the oficials of a company.
p. 2Evidential value of the Registrar of Companies records
Accordingly, the Motion dated 14th March 2023 is hereby dismissed with costs to the Plaintifis.
p. 3Final orders - dismissal of the striking-out application

Issues in the judgment

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minor

The full suit number and case title of the principal suit are not stated in the extract; the ruling is identified only by the application date.

Key timeline

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Practical implications

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Frequently asked questions

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Cite this brief

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Cite this brief

Caselaw, "Florence Wanjiru Marine v Plaintiffs (suit against 3rd Defendant striking out application)", Case Analysis (2024). Notice of Motion dated 14th March 2023. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2024/6393/eng@2024-10-03

Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.