Heldo Foodstuff Limited & 2 others v Kiptugen & 7 others (Civil Appeal (Application) E055 of 2023 & Civil Appeal E034 & E200 of 2021 (Consolidated)) [2026] KECA 932 (KLR)
The bottom line
#Kenya's Court of Appeal struck out a company's review application because the affidavit was sworn in the company's name instead of by an authorised officer.
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 supporting affidavit sworn in the name of the company itself, rather than by an authorized natural person, renders the application incompetent
- 2.Whether the application for review and setting aside of the Court's judgment of 15th December 2023 should be allowed
Key legal issues
#Whether a company, as a juristic person, can swear an affidavit
No. An affidavit must be sworn or affirmed by a natural person with personal knowledge of the matters deposed; an affidavit filed on behalf of a company must be sworn by an authorized officer who expressly states their authority.
The Court grounded its analysis in the Oaths and Statutory Declarations Act, Cap 19, noting that oaths are administered to natural persons. While companies act through agents such as directors and secretaries, a juristic person cannot itself swear an oath. Section 16 requires an affirmation by an identified natural person ('I, A, B'). The affidavit here was indicated as sworn by Heldo Foodstufi Limited itself, with no officer named as authorized, and the Commissioner for Oaths' attestation was equally irregular. The application was therefore incurably defective.
Whether procedural defects can be cured by Article 159 of the Constitution or the oxygen principles
No, not where the defect is incurable; the application could not be sustained on that basis.
The applicant, acting in person, effectively sought to have the defective affidavit excused. The Court acknowledged the difficulties courts face with litigants in person but held that procedural rules apply equally to all parties. A defect going to the very competency of the application - an affidavit sworn by a juristic person in its own name with no identified deponent or authority - is incurable and cannot be salvaged by constitutional overriding objectives.
Legal principles established
#- An affidavit on behalf of a company must be sworn by an authorized natural person who states their authority and source of knowledge; a company cannot swear an affidavit in its own name
- A fatally defective affidavit cannot be salvaged by the oxygen principles or Article 159 of the Constitution
- Parties acting in person remain bound by the rules of procedure and courts cannot overlook glaring procedural irregularities
Court orders
#- 1.The Notice of Motion dated 23rd March 2026 is struck out
- 2.No costs awarded, as the respondents had not filed any documents and are not entitled to costs
The bench
#One judgment of the whole court — no separate or dissenting opinions.
- On appeal from
- Court of Appeal of Kenya, Nakuru
- Civil Appeal (Application) E034 of 2021 (related review application)
- Jurisdiction invoked
- Inherent review jurisdiction of the Court of Appeal over its own judgment; Rule 44 and Rule 45 of the Court of Appeal Rules, 2022
Relief refused
#Review and setting aside of the judgment delivered on 15th December 2023
The supporting affidavit was sworn in the name of the company, a juristic person that cannot swear an oath, rendering the application incurably defective
That the appeal be heard afresh or the judgment be substituted
Application struck out on competency grounds; the merits were never reached
Costs
No costs - the respondents had not filed any documents and are therefore not entitled to 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.
an afidavit is a statement of facts, sworn or afirmed by a natural person, who has personal knowledge of the matters deposed therein. While a company acts through its agents, it cannot, as a juristic person, "swear" an oath
any afidavit filed on behalf of a company, must be sworn by an authorized natural person, including but not limited to, a director, secretary, or any other authorized oficer, who explicitly states their authority to depose on behalf of the company and identifies the source of their knowledge before a Commissioner for Oaths
So incurable that neither the oxygen principles nor the provisions of Article 159 of the Constitution could succor or salvage the application
Consequently, the Notice of Motion dated 23rd March 2026 is devoid of merit, and it is hereby struck out. On costs, we note that the respondents had not filed any documents and are therefore not entitled to costs.
Issues in the judgment
#The ruling is undated in its heading but dated at the close; the application is dated 23rd March 2026 and the ruling delivered 15th May 2026, dates that fall in the future relative to the reviewed judgment of 15th December 2023 - internally the dates are consistent but appear anomalous
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Heldo Foodstuff Limited & 2 others v Kiptugen & 7 others (Civil Appeal (Application) E055 of 2023 & Civil Appeal E034 & E200 of 2021 (Consolidated)) [2026] KECA 932 (KLR)", Case Analysis (2026). Civil Appeal (Application) - review of judgment delivered 15th December 2023, Nakuru. Source: https://new.kenyalaw.org/akn/ke/judgment/keca/2026/932/eng@2026-05-15
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.