Kisai & 2 others (Suing on their Behalf and on Behalf of 443 Members of the Olongonot Community) v Kiambu Nyakinyua Farmers Company Limited & 2 others; Kiwaka General Merchants Limited & 28 others (Interested Parties) (Environment & Land Case 11 of 2024) [2025] KEELC 4961 (KLR)
The bottom line
#A Kenyan court paused a 24-year land case because no one is sure who legally controls the company defending it.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the court should stay the proceedings in the instant suit pending determination of Nairobi High Court Judicial Review Case No. E267 of 2024 on the Directorship of the 1st Defendant/Applicant
- 2.Whether the Applicant demonstrated a substantial legal question with reasonable prospects of success, irreparable harm, that the balance of convenience favoured a stay, and whether a stay was in the public interest
Key legal issues
#Whether a stay of proceedings should issue pending determination of a company's bona fide directors in a judicial review against the Registrar of Companies
Stay granted: the suit is stayed pending determination of the 1st Defendant's bona fide directors in the judicial review, since a company acts only through its directors and the directorship dispute affects its proper representation and the outcome of the land dispute.
A company acts through its directors; a dispute over the legitimacy of its directors raises a fundamental question about authority to instruct lawyers and defend the company's interests. The court drew on the Kiru Tea Factory line of Supreme Court decisions holding that where there is a genuine and serious dispute over the legitimate board, proceedings may be stayed to prevent injustice or futile litigation. The land proprietorship question was held to be intertwined with control of the company.
The threshold for stay of proceedings
The test is high and stringent; the power is exercised sparingly and only in exceptional cases, weighing the interest of justice, expeditious disposal, arguability and expeditiousness of the application.
The court applied Ringera J's formulation in Global Tours & Travels and Halsbury's principles: a stay is a serious, grave and fundamental interruption of a litigant's right to conduct litigation, and should not be imposed unless it is clear the proceedings ought not continue. The applicant must satisfy the court that the stay is in the interest of justice after weighing the pros and cons.
Legal principles established
#- Stay of proceedings is a grave judicial action that interferes with the right of a litigant to conduct litigation; the threshold is high and stringent and the power must be exercised sparingly and only in exceptional cases.
- Where there is a genuine and serious dispute over who constitutes the legitimate board of directors of a company party to litigation, the court may stay proceedings until the directorship question is settled to prevent injustice or futile litigation.
Court orders
#- 1.Stay of the proceedings in the instant suit pending determination of the 1st Defendant/Applicant's bona fide Directors in Nairobi High Court Judicial Review Case No. E267 of 2024: Republic v The Registrar of Companies, Exparte George Muiru Kagunya & others
- 2.The 1st Defendant/Applicant's Notice of Motion dated 27th January 2025 is allowed with costs
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Article 159(2) of the Constitution; Sections 1A, 1B, 3, 3A & 6 of the Civil Procedure Act; Order 51 Rule 1 of the Civil Procedure Rules 2010
Quotable passages
#Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.
It must be remembered that Stay of proceedings is a grave judicial action which seriously interferes with the right of a litigant to conduct his litigation. It impinges on right of access to justice, right to be heard without delay and overall, right to fair trial. Therefore, the test for stay of proceeding is high and stringent.
the sole question is whether it is in the interest of justice to order a stay of proceedings and if it is, on what terms it should be granted
The remit of the Registrar of Companies to ascertain the bona fide directors of the respondent is a lawful and legitimate one, bearing validity under the commercial laws at play
I hold that the proceedings in the instant suit be stayed pending a determination of the 1st Defendant/Applicant’s bona fide Directors in the pending matter in Nairobi High Court Judicial Review Case No. E267 of 2024: Republic v The Registrar of Companies, Exparte George Muiru Kagunya & others. I find thus merit in the 1st Defendant/Applicant’s Application dated the 27th January 2025 which is herein allowed with costs.
Issues in the judgment
#The judgment refers to the movant variously as '1st Defendant/Applicant' and once as '1st Defendant/Respondent' in the submissions section
Applicant's submissions frame issues referring to 'the Appellant' although this is a first-instance suit, not an appeal
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Kisai & 2 others (Suing on their Behalf and on Behalf of 443 Members of the Olongonot Community) v Kiambu Nyakinyua Farmers Company Limited & 2 others; Kiwaka General Merchants Limited & 28 others (Interested Parties) (Environment & Land Case 11 of 2024) [2025] KEELC 4961 (KLR)", Case Analysis (2025). ELC Case of 2001 (Naivasha) - Notice of Motion dated 27th January 2025. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/4961/eng@2025-07-03
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.