Energoprojekt Engineering and Contracting Company Limited v Stephen Kamunge & 6 Others [2020] KEELC 2811 (KLR)
The bottom line
#A Kenyan court struck out a land suit because the company suing did not legally exist, and made the man behind it pay the costs personally.
What this practically means
#Executive summary
#Key legal issues
#Whether the plaintiff, Energoprojekt Engineering and Contracting Company Limited, has legal capacity to sue
It does not. The company of that name was struck off the register in 1977; the entity registered in 2012 was disowned by the plaintiff's own deponent; and the entity incorporated in Kenya in 1984 is Radna Organizacija 'Energoprojekt – Izgradnja', which is not the plaintiff named in the plaint.
The court examined Gazette Notice No 577 of 1977 showing the 1972 company was struck off, an official search showing a same-named company incorporated on 12/10/2012, and the certificate of incorporation showing the 1984 entity is Radna Organizacija 'Energoprojekt – Izgradnja'. Mr Micha disowned both the 1972 and 2012 entities, leaving no evidence of incorporation of the plaintiff.
Whether the foreign parent company could sue under the English translation of its name
No. A foreign company incorporated in Kenya as Radna Organizacija 'Energoprojekt – Izgradnja' must sue in that registered name; translation does not confer capacity.
The court held that legal personality derives from incorporation under the Companies Act, not from translation of a foreign name. If Radna Organizacija had a claim over LR 209/14475, it ought to have brought the suit in its own registered name, and if still registered, that entity should have sued.
Legal principles established
#- Translation of the name of a foreign registered company into English does not confer on the company the legal capacity to sue in that translation; capacity to sue derives from incorporation under the Companies Act.
- A suit brought in the name of a non-existent or dissolved entity is a nullity and may be struck out at the threshold.
Court orders
#- 1.The 1st to 5th defendants' notice of motion dated 11/6/2019 is allowed in terms of prayers 3 and 4
- 2.The costs of the suit shall be borne by Milisavjevic Milivoje Micha, who initiated and prosecuted the suit in the name of a non-existent entity
- Jurisdiction invoked
- Not expressly stated; original civil jurisdiction over a dispute relating to land (LR No 209/14475, originally part of 209/10820/1)
Key timeline
#Practical implications
#Frequently asked questions
#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.
Cite this brief
#Cite this brief
Caselaw, "Energoprojekt Engineering and Contracting Company Limited v Stephen Kamunge & 6 Others [2020] KEELC 2811 (KLR)", Case Analysis (2020). Not stated in the judgment (ruling on the 1st–5th defendants' notice of motion dated 11/6/2019 in the main suit). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2020/2811/eng@2020-05-07
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.