Kithinji v Embakasi Ranching Company Limited & 4 others (Land Case E485 of 2024) [2025] KEELC 5995 (KLR)
The bottom line
#A Kenyan court struck out pleadings filed by directors barred from acting, confirming that court orders restricting directors remain binding until set aside.
What this practically means
#Executive summary
#Key legal issues
#Whether the 2nd and 3rd defendants had capacity to instruct M/s Bare Musa Advocates to file pleadings on behalf of the 1st defendant
They had no such capacity because the order of 30th July, 2019 maintaining status quo remains in force; the 3rd defendant is among directors yet to assume office.
The court construed the status quo order of 31st July, 2019 as contemplating two sets of directors: those in office performing duties and those shown in the CR12 yet to assume duties. The 3rd defendant fell in the latter category. The orders had not been set aside, so the 2nd and 3rd defendants could not transact business or instruct advocates for the company. Similar directorship issues are pending in the High Court.
Whether the court should interpret or ignore the High Court order of 30th July, 2019 as urged by the 3rd defendant
The order is clear, needs no interpretation, binds the parties, and the court declined the invitation to ignore it or determine directorship.
The court held the order was clear and unambiguous and that no interpretation to the contrary was warranted. The 3rd defendant's framed issues were an attempt to hoodwink the court into determining matters ripe before the High Court in HCCC No. E096 of 2019, outside this court's jurisdiction.
Legal principles established
#- Where an order of a court of competent jurisdiction restraining persons from assuming office as directors and transacting business for a company remains in force and has not been set aside, those persons lack capacity to instruct advocates or transact business on behalf of the company.
- A subordinate court will not determine questions of company directorship that are pending before the High Court.
Court orders
#- 1.All the pleadings filed by M/s Bare Musa Advocates on behalf of the 1st defendant/applicant are hereby struck out
- 2.The 1st defendant/applicant is awarded the costs of this application, to be provided for by the 2nd and 3rd defendants
- Jurisdiction invoked
- Section 3A of the Civil Procedure Act (inherent power of the court)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Kithinji v Embakasi Ranching Company Limited & 4 others (Land Case E485 of 2024) [2025] KEELC 5995 (KLR)", Case Analysis (2025). Not stated in the judgment as provided. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/5995/eng@2025-09-10
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.