Mutunga v Manek & 2 others (Employment and Labour Relations Cause E860 of 2021) [2025] KEELRC 1761 (KLR)
The bottom line
#The Employment Court dismissed an employee's claim that a new company must pay dues owed by a dissolved one, because he proved no connection between them.
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 3rd Respondent took over the operations and thus obligations of Truckmart East Africa Limited
- 2.Whether the Claimant was unfairly terminated and the remedies thereto
- 3.Who is entitled to the costs of this suit
Key legal issues
#Whether the 3rd Respondent succeeded to the liabilities of Truckmart East Africa Limited
No - the 3rd Respondent is a separate and distinct entity; the new employment contract stood on its own and the Claimant proved no nexus between the companies
The court examined the employment contract between the Claimant and the 3rd Respondent and found it was a standalone contract for the period 1/1/2021 to 31/12/2022, with no indication it was an extension of the prior employment. The Claimant conceded in cross-examination that the directors of the two companies were not the same and produced no CR12 or documentary proof of common ownership. The 3rd Respondent paid off the Claimant's terminal dues when that contract ended.
Whether the Claimant's terminal dues claim could be enforced against the 3rd Respondent
No - the claim is not tenable and is dismissed
The court held that Truckmart East Africa Limited was dissolved pursuant to Gazette Notice No. 12735 and the 3rd Respondent was incorporated on 19 July 2018 while the former company still existed, with different directors. The Claimant's own evidence confirmed these facts. Without proof that the two companies are one and the same, the obligations of the dissolved company could not be visited upon the 3rd Respondent.
Legal principles established
#- Terminal dues owed by a dissolved company cannot be directed at a distinct legal entity absent proof that the two companies are one and the same
Court orders
#- 1.Dismissal of the claim
- 2.No order of costs
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Employment and Labour Relations Court jurisdiction over employment and labour relations claims (referenced through the Employment Act and the claim for unfair termination)
Relief refused
#Damages for wrongful and unfair termination of employment (Kshs.1,920,000)
Claim not tenable as the 3rd Respondent is a separate entity from Truckmart East Africa Limited
Unpaid salary (Kshs.600,000)
Claim against dissolved Truckmart East Africa Limited cannot be directed at the 3rd Respondent
Three months' salary in lieu of notice (Kshs.480,000)
Claim dismissed for failure to establish liability of the Respondents
Service pay for 4½ years of service (Kshs.320,000)
Claim dismissed for failure to establish liability of the Respondents
Declaration lifting the 3rd Respondent's corporate veil
Claimant produced no documents proving common directors or that the two companies were one and the same
Declaration that Truckmart Africa Limited is successor to Truckmart East Africa Limited
Employment contract was between the Claimant and the 3rd Respondent only, not an extension of prior employment
Certificate of Service
Claim dismissed
Costs
There shall be no order of costs.
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.
I find that the claim is therefore not tenable. I dismiss it accordingly. There shall be no order of costs.
The claim for terminal dues by the claimant as against Truckmart East Africa Ltd cannot therefore be directed at the 3rd respondent as there is no indication that the two companies are one and the same.
The contract is clear that the contract was between the 3rd respondent and claimant and therefore is no indication that the contract was an extension of the employment between the claimant and truck Mark East Africa Ltd.
Issues in the judgment
#The coram prints the judge's name in block capitals with no first-name/initial formatting, and the judge's name appears after the date line rather than in a formal coram
Inconsistent spelling of the dissolved company's name within the judgment ('Trukmart East Africa Ltd' vs 'Truckmart East Africa Limited')
Case number and neutral citation are not stated anywhere in the judgment text
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Mutunga v Manek & 2 others (Employment and Labour Relations Cause E860 of 2021) [2025] KEELRC 1761 (KLR)", Case Analysis (2025). Not stated in judgment. Source: https://new.kenyalaw.org/akn/ke/judgment/keelrc/2025/1761/eng@2025-06-18
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.