Standard Chartered Financial Services Limited v Manchester Outfitters (Suiting Division) Limited Now Called King Woolen Mills Limited & 2 others
The bottom line
#A company chairman can appoint lawyers even during a directorship dispute, unless a court order says otherwise.
What this practically means
#The Supreme Court ruled that a company chairman can appoint a lawyer for the company even when there is a fight over who the directors are. This is because the company's rules gave the chairman that power. The court also said that a general court order stopping the chairman from handling company money did not stop him from choosing a lawyer. Until the High Court decides who the real directors are, the chairman's chosen lawyer stays on the case.
Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the firm of Nyachoti & Co. Advocates is properly on record for the 1st and 2nd applicants.
- 2.Whether the Notices of Change of Advocates filed by Kenyatta Odiwuor & Co. Advocates and Kaka Kamau & Co. Advocates should be struck out.
- 3.Whether the injunctive orders in Narendra Galot v. Mohan Galot HCCC Miscellaneous Application No. E825 of 2023 limited Mohan Galot's authority to appoint legal counsel for the applicants.
Key legal issues
#Whether the firm of Nyachoti & Co. Advocates is properly on record for the applicants.
The firm of Nyachoti & Co. Advocates shall remain on record for the applicants until the High Court determines the directorship dispute.
The court considered that the directorship dispute in HCCC No. 55 of 2012 remains unresolved. It relied on Article 10 of the 1st applicant's Memorandum of Association, which grants the Group Chairman extensive authority, including the power to appoint legal counsel. The court found that the injunctive orders in Narendra Galot v. Mohan Galot did not extend to restraining Mohan Galot's discretion under Article 10. The court also noted that it would be counterproductive to have multiple firms of advocates acting at cross purposes.
Whether the Notices of Change of Advocates filed by Kenyatta Odiwuor & Co. Advocates and Kaka Kamau & Co. Advocates should be struck out.
The Notices of Change of Advocates are struck out.
The court found that the applicants were already represented by Nyachoti & Co. Advocates, and the Notices of Change of Advocates were filed in an attempt to circumvent the High Court's ruling of 24th March 2023, which had affirmed Nyachoti & Co. Advocates as the appointed firm. The court also noted that the directorship dispute was unresolved and that Mohan Galot, as Group Chairman, retained authority under Article 10 to appoint legal counsel.
Whether the injunctive orders in Narendra Galot v. Mohan Galot limited Mohan Galot's authority to appoint legal counsel.
The injunctive orders did not limit Mohan Galot's authority to appoint legal counsel under Article 10.
The court examined the orders in Narendra Galot v. Mohan Galot HCCC Miscellaneous Application No. E825 of 2023 and found that they only restrained Mohan Galot from dealing with the applicants' monies and assets, but did not extend to restraining his discretion under Article 10 of the 1st applicant's Memorandum of Association to appoint legal counsel.
Legal principles established
#- A lawyer must have proper authority from the client they represent.
- A company's internal rules can give a chairman power to appoint lawyers even during a directorship dispute.
- A court order that only restricts handling of money does not automatically stop a chairman from appointing legal counsel.
- Until a directorship dispute is resolved, the chairman's choice of lawyer remains valid.
- Filing a notice to change lawyers without proper authority can be struck out by the court.
Court orders
#- 1.The application dated 30th January 2025 is allowed only to the extent that the Notice of Change of Advocates filed by the firm of Kenyatta Odiwuor & Co. Advocates is hereby struck out.
- 2.The application dated 18th February 2025 is allowed only to the extent that the Notice of Change of Advocates filed by the firm of Kaka Kamau & Co. Advocates is hereby struck out.
- 3.The firm of Nyachoti & Co. Advocates shall continue to act for the 1st and 2nd applicants herein, subject to, and until the High Court in HCCC No. 55 of 2012 determines the dispute as pertains directorship of the applicants.
- 4.Each party shall bear their costs of the application.
The bench
#One judgment of the whole court — no separate or dissenting opinions.
- On appeal from
- Court of Appeal
- Jurisdiction invoked
- Article 163(4)(a) of the Constitution
Relief refused
#Order barring, deterring and restraining any other firm of advocates on the instructions of Pravin Galot, Rajesh Galot and Narendra Galot from disrupting and interfering with the proceedings
The court did not grant this specific relief; it only struck out the Notices of Change of Advocates.
Order directing the persons instructing the firm of advocates to pay Kshs. 300,000,000/- as security for costs for legal fees
The court did not grant this relief; it only made orders regarding representation and costs.
Costs
Each party shall bear their costs of the application.
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.
Until such time as the High Court makes a final determination on the directorship and shareholding status of the applicants, we find and hold that the firm of Nyachoti & Co. Advocates shall remain on record for the applicants.
An advocate is an agent of the client they represent and can therefore only represent a party with the correct authority. It is trite that the donor of such authority must first have the authority to validly donate the same to their agent.
the injunction issued in Narendra Galot v. Mohan Galot, (supra) did not extend to restraining Mr. Mohan Galot’s discretion under Article 10 of the 1st applicant’s Memorandum of Association.
The application dated 30th January 2025 and filed on 31st January 2025 is allowed only to the extent that the Notice of Change of Advocates filed by the firm of Kenyatta Odiwuor & Co. Advocates is hereby struck out.
The firm of Nyachoti & Co. Advocates shall continue to act for the 1st and 2nd applicants herein, subject to, and until the High Court in HCCC No. 55 of 2012 determines the dispute as pertains directorship of the applicants.
Each party shall bear their costs of the application.
Key timeline
#Practical implications
#Verify client authority before filing
Before filing a notice of change of advocates, confirm that the person instructing you has actual authority under the company's constitutional documents. If there is a directorship dispute, check whether the chairman or another officer retains power to appoint counsel. Filing without proper authority risks having the notice struck out and costs awarded against you.
Review your company's articles of association
Ensure your company's memorandum and articles of association clearly define who can appoint legal counsel during a leadership dispute. This ruling shows that a chairman with broad powers under the articles can act decisively even when directorship is contested. Update your articles to avoid paralysis and multiple law firms acting at cross purposes.
Court orders are specific—read them carefully
If you obtain an injunction against a company director, the order only stops what it explicitly says. A general order restraining dealings with money or assets does not automatically prevent the director from appointing lawyers. To block such appointments, you must specifically ask the court to include that restriction in the order.
Frequently asked questions
#Can a company chairman appoint a lawyer during a directorship dispute in Kenya?+
Yes, if the company's memorandum and articles of association give the chairman that power. The Supreme Court ruled that until the High Court decides who the real directors are, the chairman can appoint legal counsel, unless a specific court order stops him from doing so.
What happens if two law firms claim to represent the same company in Kenya?+
The court will look at who had proper authority to appoint the lawyers. If the directorship is disputed, the court may keep the first properly appointed firm on record until the dispute is resolved. Any later notice of change filed without proper authority can be struck out.
Does an injunction against a director stop them from hiring a lawyer in Kenya?+
Not automatically. An injunction only stops what it specifically says. If the order only restricts handling of money or assets, it does not stop the director from appointing legal counsel under the company's rules. You need a specific court order to block that.
How can a company avoid legal chaos during a directorship dispute in Kenya?+
Have clear rules in your memorandum and articles of association that state who can appoint lawyers and manage the company when directors disagree. This ruling shows that a chairman with clear powers can keep the company running legally until the court resolves the dispute.
Later judgments citing this (1)
#Judgments in the corpus that rely on this one. Where the Court said how it treated the authority, that is shown.
- Lomatong v Kosiae & another (Environment and Land Case 107 of 2017) [2026] KEELC 511 (KLR)[2026] KEELC 511 (KLR)4 Feb 2026applied
Cite this brief
#Cite this brief
Caselaw, "Standard Chartered Financial Services Limited v Manchester Outfitters (Suiting Division) Limited Now Called King Woolen Mills Limited & 2 others", Case Analysis (2025). Petition (Application) E012 of 2024. Source: https://new.kenyalaw.orghttps://new.kenyalaw.org/akn/ke/judgment/kesc/2025/39/eng@2025-05-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.