Golden Mile Park Management Limited v Dreyan Investment Limited [2021] KEELC 1258 (KLR)
The bottom line
#A Kenyan company lost its entire land dispute because no board resolution authorized the lawsuit, the deponent, or its lawyers.
What this practically means
#Executive summary
#Key legal issues
#Whether the suit and application were incompetent for want of authorization by the plaintiff company
Yes - the plaintiff is a company under the Companies Act, 2015; in the absence of a board resolution authorizing the suit, the deponent and the advocates lacked authority, and the preliminary objection succeeded
The CR12 showed the plaintiff was incorporated under the Companies Act, 2015, whose directors hold authority to act for the company. No resolution authorizing the institution of the suit, the deponent's affidavits, or the firm of advocates was annexed to the plaint. The objection raised pure points of law requiring no ascertainment of facts or exercise of discretion, and was therefore upheld, resulting in striking out the motion and the entire suit with costs.
Whether the preliminary objection was properly raised as a pure point of law
Yes - following Mukisa Biscuits, the court found the objection raised pure points of law
Applying the classic test in Mukisa Biscuits Manufacturing Ltd v West End Distributors Ltd, the court held that an objection based on the absence of a company resolution need not ascertain any facts or exercise judicial discretion. The CR12 conclusively established incorporation under the Companies Act, 2015, and the absence of the required resolution was apparent on the face of the record, satisfying the demurrer standard.
Legal principles established
#- A limited liability company can only sue in its own name with the sanction of its board of directors or by a resolution in a general or special meeting
- A preliminary objection raises a pure point of law argued on the assumption that all facts pleaded by the other side are correct
Court orders
#- 1.The preliminary objection is upheld
- 2.The Notice of Motion dated 26th May 2021 is struck out with costs to the Defendant
- 3.The entire suit is struck out with costs to the Defendant
- Jurisdiction invoked
- Original civil jurisdiction over the suit land; not expressly stated in the judgment
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.
- Telkom Kenya Limited v Roka Trading Company Limited & 5 others[2023] KEELC 19960 (KLR)21 Sept 2023
Cite this brief
#Cite this brief
Caselaw, "Golden Mile Park Management Limited v Dreyan Investment Limited [2021] KEELC 1258 (KLR)", Case Analysis (2021). Not stated in judgment. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2021/1258/eng@2021-10-21
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.