Cytonn Investment Partners Four LLP & 5 Others v Chief Land Registrar & 3 Others; The Official Receiver (Interested Party)

LAND REGISTRAR, NAIROBI …………….……… 2ND RESPONDENT LAND REGISTRAR, KIAMBU ……………..……… 3RD RESPONDENT LAND REGISTRAR, MACHAKOS ……….………. 4TH RESPONDENT AND THE OFFICIAL RECEIVER ………………….… INTERESTED PARTY RULING 1. What is before the Court for determination is the Applicants’ Chamber Summons application dated 26th February 2026 in which they seek the following Orders; a) Spent. b) The Applicants are hereby granted leave to apply for an order of Judicial Review by way of Certiorari to move this Court to quash the ELC L JR NO. E009 OF 2026 Page 2 of 34 Ruling

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impugned decisions of the Respondents relating to the cancellation of the Applicants’ Certificates of Title in respect of L.R. No. 2/85, 2/86 and 2/87 Kilimani (collectively known Property), as L.R. the No. Kiambaa/Ruaka/520 (Taraji), L.R. No. 28223/3 (The Ridge), L.R. No. 1055/29 (Applewood) L.R. No. 5910 (Riverrun), and L.R. No. 28055, 28056 and 13208/2 (Mystic Plains) (the Suit properties). c) The Applicants are hereby granted leave to apply for an Order of Judicial Review by way of Certiorari to move this Court to quash the impugned decisions of the Respondents relating to the registration of the Interested Party as the proprietor of the suit properties. d) The Applicants are hereby granted leave to apply for an Order of Judicial Review by way of Mandamus, compelling the Respondents to: i. Reinstate the Applicants’ names in the land register; and ii. Demand the surrender of the provisional titles issued to the Interested Party in ELC L JR NO. E009 OF 2026 Page 3 of 34 Ruling

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respect of the suit properties for the purposes of restoring the certificates of title originally issued to the Applicants. e) The Applicants are hereby granted leave to apply for an order of Judicial Review by way of Certiorari to move this Honourable Court and quash all entries made in the land registers relating to the suit properties which were effected subsequent to, consequent upon, or arising from the impugned cancellation of the Applicants’ titles by the Respondents. f) The Applicants are hereby granted leave to apply for an order of Judicial Review by way of Prohibition to restrain the Respondents, whether by themselves, their agents, servants, or officers, recording, from cancelling, endorsing, or in registering, any manner whatsoever dealing with or effecting any entries in the land registers relating to the suit properties. g) The Applicants are hereby granted leave to apply for a declaration that the issuance of provisional titles by the Respondents in the ELC L JR NO. E009 OF 2026 Page 4 of 34 Ruling

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aforementioned circumstances violated Section 33 (2) and (3) of the Land Registration Act as read together with Regulation 27 (2) of the Land Registration (General) Regulations. h) The leave so granted under prayers (2), (3) and (6) herein do operate as a stay restraining the Respondents, whether by themselves, their agents, servants, or officers, from any further dealings on the suit properties pending the hearing and determination of the substantive Judicial Review proceedings. i) This Honourable Court be pleased to grant any other relief as it may deem fit in the interest of justice. j) The costs of the Application be provided for. 2. The application is premised on the Statutory Statement and the verifying affidavit of one Elizabeth Nailantei Nkukuu. The Applicants claim that the 1st Applicant holds an equitable interest in LR No. 13208/2, LR No. 28055 and LR No. 28056 (Mystic Plains), located at Athi River. Further, that ELC L JR NO. E009 OF 2026 Page 5 of 34 Ruling

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the 2nd Applicant is registered proprietor of L.R. 5910 (Riverrun), Ruiru, while the 3rd Applicant, is registered to Kiambaa/Ruaka/520 (Taraji). The 4th Applicant, is said to be registered proprietor of LR. No. 28223/3 (Ridge), the 5th Applicant to L.R. No. 2/85, LR. No 2/86 and LR No. 2/87 (Kilimani property) and the 6th Applicant is said to be registered to LR No. 1055/29 (Applewood), Karen. It is alleged that the properties were intended for mixed-use developments and, in some cases, had attracted bona fide purchasers who relied on the Applicants’ proprietary and equitable interests. 3. The Applicants further aver that on 30 th January 2026, during Court proceedings in Nairobi HCOMMIP No. E063 of 2021; In the matter of Cytonn High Yield Solutions LLP (in liquidation), the Interested Party informed the Court that the Respondents had cancelled their Certificates of Title in respect of the suit properties and vested them to the appointed liquidator of Cytonn High Yield Solutions LLP (in ELC L JR NO. E009 OF 2026 Page 6 of 34 Ruling

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liquidation), yet no Court Orders exist authorizing the cancellation of titles relating to Riverrun and Kilimani properties, or directing the Respondents to issue provisional titles in favour of the Interested Party. Further, that in respect of Ridge, Mystic Plains, Taraji and Applewood, the existing Court Orders merely permitted the Interested Party to apply for provisional titles strictly in compliance with Section 33(2) of the Land Registration Act and Regulation 27(2) of the Land Registration (General) Regulations. However, upon conducting searches over the suit properties, it emerged that some of them, including Kilimani, Ridge, Taraji and Applewood are now registered to the Interested Party through transmission rather than the lawful issuance of provisional titles. 4. They outline the alleged proper procedure that ought to have been adhered to, and insist that cancellation of their titles, the registration of transmission entries in favour of the Interested Party, and the issuance of provisional titles ELC L JR NO. E009 OF 2026 Page 7 of 34 Ruling

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without issuing them with prior notice fell contrary to Section 79 (2) of the Land Registration Act. They aver that the Respondents’ impugned actions amounted to an arbitrary deprivation of property contrary to Article 40(2) (a) of the Constitution, is in breach of their legitimate expectation that they would be issued with prior notice and afforded an opportunity to surrender the original titles, and violates the rules of natural justice. 5. They contend that the effect of the Respondents’ actions is that two competing titles that emanate from the same Registrar are concurrently in circulation, occasioning them prejudice. They aver that the Respondents acted ultra vires by unlawfully arrogating to themselves powers neither conferred by statute nor sanctioned by the Court thus their decisions are ripe for quashing on grounds of illegality and procedural impropriety. They insist that the failure to publish and give notice prejudiced them particularly because the vesting orders remain contested and are subject to ongoing ELC L JR NO. E009 OF 2026 Page 8 of 34 Ruling

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litigation and verification of the extent of ownership to which the Official Receiver may be entitled in the insolvency proceedings conducted in Nairobi HCOMMIP No. E063 of 2021. 6. They reiterate that in undertaking dealings on the suit properties before procedural conversion of the register from the repealed Government Lands Act regime to the Land Registration Act framework, the Respondents acted arbitrarily, denied them due process, and violated their right to fair administrative action under Article 47 of the Constitution of Kenya. They also claim that on 10 th February 2026, they formally wrote to the 1 st Respondent seeking clarification on the legal basis and procedure undertaken in cancelling their titles and registering the Interested Party as proprietor of the suit properties but it failed to respond or provide reasons for the impugned decision thus breaching Article 47 of the Constitution. ELC L JR NO. E009 OF 2026 Page 9 of 34 Ruling

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7. They reaffirm that there exists a real and imminent risk that, unless the orders sought are granted, the Interested Party may act in concert with the Respondents to effect further entries in the land register, including transfers, which would occasion irreparable loss to them and bona fide purchasers who acquired interests in the suit properties. Response 8. The application is opposed by the Interested Party vide the replying affidavit of Mark Gakuru, who avers that it shall raise a Preliminary Objection to the application on grounds that the Court lacks jurisdiction as the application constitutes a collateral attack on Court Orders issued in Insolvency Cause No. HССОMMIP/E063/2021 and HCCOMMIP/E064/2021, and affirmed by the Court of Appeal. Further, that the application seeks to improperly invoke judicial review proceedings to challenge judicial decisions rather than administrative action thus it is an abuse of Court process. ELC L JR NO. E009 OF 2026 Page 10 of 34 Ruling

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9. He contends that on 6th January 2023, the High Court placed Cytonn High Yield Solutions LLP and Cytonn Real Estate Project Notes LLP under liquidation and appointed the Interested Party as Liquidator, thereby vesting the affairs and assets of the said entities in it, including the suit properties, pending further Orders of the Court. He insists that the said preservation Orders were predicated upon the Court's finding of nexus between the capital collected from investors and the acquisition of the suit properties, thereby concluding that the resulting assets must be preserved for the ultimate benefit of the creditors. 10. He claims that subsequent to the preservation Orders, the Interested Party filed an application dated 3rd May 2023, seeking orders compelling the surrender of original certificates of title for the Kilimani properties and vide a Ruling delivered on 30th November 2023, the Court ordered their surrender. He points out that other applications were filed in the same matter, seeking to circumvent the said ELC L JR NO. E009 OF 2026 Page 11 of 34 Ruling

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preservation Orders and that by Rulings delivered on 17 th January 2024 and 26th July 2024, the Court reaffirmed the preservation Orders. However, despite the clarity of the said Rulings, the Applicants and related entities refused to comply with the said Orders, including the surrender of the original title documents. 11. He avers that pursuant to a Ruling delivered on 22 nd November 2024, the Court conclusively vested the subject properties in it and provided a self-executing mechanism for issuance of provisional titles upon non-compliance. However, being dissatisfied with the said Rulings, the Applicants and related parties filed several Appeals at the Court of Appeal which were consolidated and, in a judgment, delivered on 21st November 2025, the Court of Appeal dismissed the said Appeals and upheld the findings of the High Court, including the validity of the preservation Orders and the vesting of the subject properties in the Interested Party. ELC L JR NO. E009 OF 2026 Page 12 of 34 Ruling

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12. He avers that upon conclusion of the appellate process, the Interested Party moved the Court by an ex parte Notice of Motion Application dated 20th January 2026, seeking orders to give effect to the preservation and vesting orders of the Court, including the issuance of titles over the subject properties and upon consideration of the said application, the Court in its Orders issued on 23 rd January 2026, allowed the application as prayed. 13. He contends that that the Respondents independently or ultra vires but did not act pursuant to the aforementioned Court Orders. On the Applicants’ reliance on Section 33 of the Land Registration Act, he avers that it governs the administrative replacement of certificates of title that are lost or destroyed, initiated at the instance of a proprietor upon a statutory declaration to that effect while in contrast, the issuance of provisional titles in the instant matter was a judicial remedy ordered by the Court, adding that the "Gazette Notice" and "60-day objection period" ELC L JR NO. E009 OF 2026 Page 13 of 34 Ruling

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contemplated under Section 33(2) of the Land Registration Act are safeguards applicable to private administrative processes and have no application in circumstances herein. 14. He argues that to suggest that the Respondents were required to await objections through a Gazette Notice before complying with Orders of the High Court would be to subordinate the authority of the Judiciary to administrative processes, contrary to the doctrine of separation of powers under the Constitution of Kenya. 15. In opposition to the instant application, the Respondents filed a replying affidavit sworn by Nyandoro David Nyambaso, Chief Land Registrar. He avers that the dispute before Court is of commercial nature thus under the purview of the commercial Court hence this Court lacks the requisite jurisdiction to entertain it. Further, that the application is bad in law as it does not comply with the mandatory provisions of section 6 and 9 of the Fair Administrative Action Act and Rules 5, 6, 7 and 8 of the Fair Administrative ELC L JR NO. E009 OF 2026 Page 14 of 34 Ruling

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Action Rules, 2024, as well as doctrine of exhaustion of remedies since the Applicants have available remedies in the commercial Court in insolvency petitions number E63 of 2021 and E064 of 2021 where the subject matters are being adjudicated. 16. He contends that the Respondents in processing of the provisional titles in the names of the Interested Party did so in compliance with the Court Order vesting the parcels on it and the transfer instruments having been duly executed by the Court, they were bound by the said existing procedures under section Orders thus the 33(3) of the Land Registration Act and Regulations 27 are not mandatory. 17. He reiterates that the application is an abuse of court processes as there is another Constitutional Petition filed by the Applicants’ proxies being Constitutional petition number E139 of 2026 (Goal Advisory Africa Limited Acting as Trustee of Cytonn High Yield Fund v Chief ELC L JR NO. E009 OF 2026 Page 15 of 34 Ruling

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Land Registrar and Another), seeking similar orders in respect to same subject matter. 18. In response to the Respondents’ and the Interested Party’s reply, the Applicants filed a supplementary affidavit sworn by Elizabeth Nailantei Nkukuu, Director in Cytonn Investment Management PLC, the Principal Partner of the Applicants. She avers that the suit does not seek to impugn the vesting orders issued by the Commercial Court, but it concerns the legality, propriety and procedural integrity of the titling process undertaken by the Respondents, which it contends falls within the supervisory jurisdiction of this Court pursuant to Article 162(2)(b) of the Constitution and Section 13 of the Environment and Land Court Act. Further, that the Respondents' reliance on the doctrine of exhaustion of remedies is inapplicable as there is no alternative statutory mechanism in respect of the impugned administrative actions of the Respondents. ELC L JR NO. E009 OF 2026 Page 16 of 34 Ruling

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19. She insists that the Applicants were not in possession of the impugned titles thus non- production of original titles was not attributable to any willful disobedience on their part. Further, that the alternative Orders on 22 nd November 2024 mandated the Interested Party to apply for provisional titles in accordance with Section 33 of the Land Registration Act. She reiterates that the Orders of 23 rd January 2026 did not permit the Respondents to bypass the statutory requirements of Section 33 of the Land Registration Act, in processing provisional titles and that it did not exempt them from compliance with Section 76 of the Land Registration Act. 20. The application was canvassed by way of written submissions. Submissions 21. The Applicants submit that this Court has jurisdiction to determine the issues raised as the suit does not challenge any Court Order, but seeks to contest the decision-making process of the ELC L JR NO. E009 OF 2026 Page 17 of 34 Respondents being the Ruling unlawful

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administrative acts of cancelling valid certificates of title and issuing provisional titles in contravention of the Land Registration Act. 22. They insist that the Orders by the Insolvency Court of 23 rd January 2026 did not exempt the Respondents from compliance with statutory provisions, nor did they authorize the impugned administrative actions thus their procedural irregularities warrant interrogation by this Court. They urge the Court to grant stay pursuant to Order 53 Rule 1 (4) of the Civil Procedure Rules and contend that the Riverrun and Mystic Plains, properties are at imminent risk of transfer of title to the Interested Party, who has also advertised Taraji, Ridge, Kilimani, and Applewood, properties for sale by way of tender, exposing them to third-party transactions, which would render their claim nugatory. 23. To buttress their averments, the Applicants relied on the following decisions: Pumwani Riyadha Mosque Committee & Another v Gikomba Business Centre ELC L JR NO. E009 OF 2026 Page 18 of 34 Ruling

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Limited [2025] KECA 1257 (KLR); Republic v Registrar of Titles Nairobi & Another, Meron Limited [2025] KEELC 475 (KLR); Wabaru & Another v Ruiru & Another (Misc. Civil Case E023 of 2024) [2025] KEELC 8687 (KLR); Estate of Mugo Wamaru (Deceased) (Succession Cause No. 701 of 2002) [2023] KEHC 2043 (KLR) and Samuel Kamau Macharia & Another v Kenya Commercial Bank Ltd & 2 Others [2012] eKLR. 24. The Respondents submit that since the suit properties having already been vested in the Interested Party by the Commercial Court, it is that Court that is vested with jurisdiction to supervise it, in its duties under the Insolvency Act including preservation, realization, management and disposal of the assets of the Applicants’ pursuant to sections 2 and 241 Insolvency Act. They also submit that the application and suit are an abuse of Court process as there are many cases filed in the Commercial Court and the Court of Appeal over the same subject properties. It is also the ELC L JR NO. E009 OF 2026 Page 19 of 34 Ruling

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Respondents’ submission that the application for leave is misplaced. 25. To buttress their averments, the Respondents relied on the following decisions: Nairobi Judicial Review Division Judicial Review Application No. 448 of 2018 Republic v Kenya Revenue Keycorp Real Authority, Commissioner Advisory Limited Ex [2019] Parte eKLR; Cooperative Bank of Kenya Limited v Patrick Kang'ethe Njuguna & 5 Others, Civil Appeal No. 83 of 2016 [2017] eKLR; Republic v Nairobi City County & Another, Ex Parte Ojwang [2014] eKLR; Kenya Power and Lighting Company Limited v Mukhisa Foods Manufacturing Company Limited[2016] eKLR; Suzanne Achieng Butler & 4 Others v Redhill Heights Investments Limited & Another, [2016] eKLR; Peter Mutisya Musembi & Another v National Bank of Kenya Limited, [2015] eKLR and Dean Patty v Commonwealth Australia, (2000) FCA 1072. ELC L JR NO. E009 OF 2026 Page 20 of 34 Ruling Bank of

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26. The Interested Party submits that the Court does not have jurisdiction to determine the application and suit as they are framed as judicial review to disguise an insolvency dispute. Further, that the suit does not challenge independent administrative action by the Respondents, but contests the legal consequences of vesting orders issued by the Insolvency Court and affirmed by the Court of Appeal and that the Respondents’ impugned actions were undertaken in implementation of binding Court Orders. 27. It also submits that the Applicants have not demonstrated that they warrant leave to commence judicial review proceedings as there exists no independent administrative action, no exercise of administrative discretion, and no public law dispute capable of invoking this Court's judicial review jurisdiction. Further, that the Applicants have failed to establish an arguable case fit for further interrogation since the cancellation of titles and issuance of provisional titles ELC L JR NO. E009 OF 2026 Page 21 of 34 Ruling

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were not unilateral administrative acts but in compliance with subsisting Court Orders. 28. To buttress its averments, the Interested Party relied on the following decisions: Benson Ambuti Adega & 2 Others v Kibos Distillers Limited & 5 Others [2020] eKLR; County Government of Kitui v Torgbor & Another [2026] КЕСА 121 (KLR), and Meixner & Another v Attorney General [2005] eKLR. Analysis and Determination 29. I have considered the instant Chamber Summons application including the respective affidavits as well as the rivalling submissions and the only issue for determination is whether the Applicants are entitled to the prayers as sought in the said application 30. The Applicants have sought for leave to commence judicial review proceedings to quash the decision of the Respondents ELC L JR NO. E009 OF 2026 Page 22 of 34 Ruling

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in vesting titles of the suit properties to the Interested Party and if such leave should operate as stay restraining the Respondents, from any further dealings on the said suit properties. They contend that during proceedings in Nairobi HCOMMIP No. E063 of 2021, In the Matter of Cytonn High Yield Solutions LLP (in liquidation), the Interested Party informed the Court that the Respondents had cancelled their Certificates of Title in respect of the suit properties and vested them in it, as the appointed Liquidator of Cytonn High Yield Solutions LLP (in liquidation), yet no Court Orders exist authorizing the cancellation of titles relating to Riverrun and Kilimani properties, or directing the Respondents to issue provisional titles in favour of the Interested Party. Further, that in respect of Ridge, Mystic Plains, Taraji and Applewood properties, the existing Court Orders merely permitted the Interested Party to apply for provisional titles strictly in compliance with the law. 31. They allege that searches conducted on the suit properties revealed that the Respondents unlawfully cancelled their ELC L JR NO. E009 OF 2026 Page 23 of 34 Ruling

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certificates of title and registered the Interested Party as proprietor without following due procedure under the Land Registration Act. Further, that the said cancellation and registration were opportunity to undertaken without be heard, or prior compliance notice, an with the requirements for issuance of provisional titles under section 33 of the Land Registration Act and Regulation 27 of the Land Registration (General) Regulations thus the Respondents acted illegally, ultra vires and in breach of Articles 40 and 47 of the Constitution, and that the resulting registrations and titles should be quashed through judicial review. 32. The Respondents contend that the dispute is an insolvency matter falling within the jurisdiction of the Court handling HCCOMMIP Nos. E063 and E064 of 2021, in which insolvency is the predominant issue, and that the Applicants have failed to exhaust the available remedies as required under sections 6 and 9 of the Fair Administrative Action Act. ELC L JR NO. E009 OF 2026 Page 24 of 34 Ruling

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They further argue that the application is an abuse of process because the Applicants are engaged in forum shopping and have filed multiple similar disputes concerning the same properties before the Commercial Court, the Court of Appeal and this Court, vide Constitutional Petition No. E139 of 2026. 33. They also argue that they did not act independently but pursuant to the preservation, vesting and implementation Orders issued by the Insolvency Court, which were affirmed by the Court of Appeal, vesting the suit properties in the Interested Party, and therefore they did not exercise any independent administrative discretion that can properly be challenged through judicial review. It is also their case that the statutory procedures under section 33 of the Land Registration Act concerning provisional titles do not apply where registration is undertaken pursuant to a Court Order. 34. On its part, the Interested Party contends that the application is a challenge of the Orders of the Insolvency ELC L JR NO. E009 OF 2026 Page 25 of 34 Ruling

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Court, which vested the suit properties in it and were affirmed by the Court of Appeal. Further, that the Respondents implemented binding Court Orders thus judicial review is unavailable because there was no independent administrative decision to review. 35. The Respondents and the Interested Party have jointly stated that this Court is devoid of jurisdiction to determine the issues herein. The Interested Party raised a preliminary objection premised on grounds that the Court lacks jurisdiction to entertain the instant application because it constitutes a collateral attack on the preservation and vesting Orders issued by the Insolvency Court in HCOMMIP/E063/2021 and E064/2021, which Orders were subsequently affirmed by the Court of Appeal and that the Applicants cannot invoke judicial review to challenge the legal consequences of subsisting Court Orders. ELC L JR NO. E009 OF 2026 Page 26 of 34 Ruling

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36. Order 53 Rule 1 of the Civil Procedure Rules, provides that no application for judicial review orders should be made unless leave of the Court is sought and granted. 37. On judicial review, Lord Diplock in the case of Council for Civil Service Unions vs. Minister for Civil Service [1985] A.C. 374, at 401D set the standards of judicial review and stated that: “Judicial review has I think developed to a stage today when...one can conveniently classify under three heads the grounds upon which administrative action is subject to control by judicial review. The first ground I would call ‘illegality’, the second ‘irrationality’ and the third ‘procedural impropriety’...By ground judicial for review ‘illegality’ I mean as that a the decision-maker must understand correctly the law that regulates his decision-making power and must give effect to it...By ‘irrationality’ I mean what can now be succinctly referred to as “Wednesbury unreasonableness’...it applies to a ELC L JR NO. E009 OF 2026 Page 27 of 34 Ruling

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decision which is so outrageous in its defiance of logic or of accepted moral standards that no sensible person who had applied his mind to the question to be decided could have arrived at it...I have described the third head as ‘procedural impropriety’ rather than failure to observe basic rules of natural justice or failure to act with procedural fairness towards the person who will be affected by the decision.” 38. In Electoral and Boundaries Commission (IEBC) vs National Super Alliance (NASA) Kenya & 6 others [2017] eKLR it was held that: “….The fusion of common law judicial review remedies into the constitutional and statutory review remedies imply that Kenya has one and not two mutually exclusive systems for judicial review. A party is at liberty to choose the common law order 53 or constitutional and statutory review procedure. It is not fatal to adopt either or both. We hold that Kenya has one and not two mutually exclusive systems for judicial review. The common law and statutory ELC L JR NO. E009 OF 2026 Page 28 of 34 judicial review Ruling are

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complementary and mutually non-exclusive judicial review approaches.” 39. Further, in Republic v Tribunal; Kenya School of Law & another (Interested Parties); Chepkwony (Exparte Applicant) (Judicial Review Application E062 of 2024) [2025] KEHC 5231 (KLR) (Judicial Review) (28 April 2025) (Judgment),it was held that: “It is important to bear in mind that section 9(2) of the Fair Administrative Action Act, which Act implements Article 47 of the Constitution makes judicial review a last resort and except where the statute expressly provides for judicial review or where the statute is silent on the mode of challenging decisions of subordinate courts or tribunals, bodies, authorities or persons exercising judicial or quasi judicial function, judicial review should not be resorted to when there are other suitable ways of redressing the grievance.” 40. On the Applicants’ prayer that leave granted should operate as stay, in ELC L JR NO. E009 OF 2026 Page 29 of 34 Ruling

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James Mburu Gitau t/a Jambo Merchant v Subcounty Public Health Officer, Kiambu County [2013] eKLR, the court cited Miscellaneous Application No. 363 of 2013 In Re: Meridian Medical Centre, it was held that: “It is only where the imminent outcome of the decision challenged is likely to render the success of the judicial review nugatory or an academic exercise that the Court would stay the said proceedings the strength Or otherwise of the applicant’s case notwithstanding......It must be shown that the probability of a determination being made in the Challenged proceedings, are high and such probability cannot be said to have been achieved on mere conjecture and speculation. It follows that the stage at which the said proceedings have reached may be crucial in determining whether or not to grant the stay sought though that is not the determinant factor.” 41. It is trite that Judicial Review challenges the administrative action of a person in position of authority (public official). ELC L JR NO. E009 OF 2026 Page 30 of 34 Ruling

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Further, it seeks to demonstrate that the actions of the person in authority was ultra vires, irrational, improper and violated the rules of Natural Justice. From the averments in the respective affidavits, I note on the 6 th January 2023, the High Court placed Cytonn High Yield Solutions LLP and Cytonn Real Estate Project Notes LLP under liquidation and appointed the Interested Party as Liquidator, thereby vesting the affairs and assets of the said entities in it, including the suit properties. 42. Further, vide a Ruling delivered on 22 nd November 2024, the Court vested the subject properties herein to the Interested Party and provided a self-executing mechanism for issuance of provisional titles upon non-compliance. The Applicants and related parties filed several Appeals before the Court of Appeal, which were dismissed vide a judgement delivered on the 21st November, 2025 with the Court of Appeal upholding the validity of the preservation Orders and the vesting of the subject properties in the Interested Party. Further, vide an ELC L JR NO. E009 OF 2026 Page 31 of 34 Ruling

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Order issued on the 23rd January 2026, the Court granted Orders giving effect to the preservation and vesting Orders. 43. From the Applicants arguments that they were not granted an audience when the Respondents commenced to revoke their titles and issuing titles to the Interested Party, I opine that statutory procedures under section 33 of the Land Registration Act concerning provisional titles do not apply where registration is undertaken pursuant to a Court Order. To my mind, Judicial review cannot be used to seek to circumvent compliance with a subsisting Court Orders nor as a substitute for Appeal, moreso in instances where the subject properties have been subject to numerous litigation as well as liquidation. 44. It is my considered view that since the Applicants were aggrieved with the actions of the Respondents, they ought to have challenged the same in the Insolvency Court, which vested the suit properties to the Interested Party. At this juncture, I find that judicial review is unavailable because ELC L JR NO. E009 OF 2026 Page 32 of 34 Ruling

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there was no independent administrative decision to review or quash. 45. Based on the facts before me including associating myself with the decisions cited above, I find that the Applicants have not demonstrated that the Respondents acted illegally, irrationally and ultra vires their powers, culminating in their seeking to quash their actions. 46. In the foregoing, I find that the Applicants have not met the criteria for grant of leave to commence judicial review proceedings and will decline to grant them the Orders as sought. 47. In the circumstances, I find the Chamber Summons application dated the 26th February 2026 unmerited and will dismiss it but make no Order as to costs. DATED SIGNED AND DELIVERED AT NAIROBI THIS 30TH DAY OF SEPTEMBER, 2026 CHRISTINE OCHIENG ELC L JR NO. E009 OF 2026 Page 33 of 34 Ruling

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JUDGE In the presence of: Ms Koile for Applicants Wabwire for Respondents and holding brief for Mr. Mugo Court Assistant: Joan ELC L JR NO. E009 OF 2026 Page 34 of 34 Ruling

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