Tigris Developers Limited v Willy Kihara Njoki Kanyotu & 2 others; Kangaita Coffee Estates Limited (Interested Party) [2021] KEELC 2733 (KLR)
The bottom line
#A Kenyan court confirmed that a company can only appoint lawyers through a valid board resolution specifically covering the case in question.
What this practically means
#Executive summary
#Key legal issues
#Authority of a company to appoint advocates in litigation
For a company to appoint a legal representative, a Board of Directors resolution must be passed; the resolution must specifically cover the suit in question
The Court relied on authorities holding that directors as a rule have authority to act for a company and that resolutions must be passed at Board meetings and recorded in minutes. The Resolution annexed by Murigu covered only ELC No. 115 of 2019, not this suit, and no authority from the other two Administrators/Directors was attached. Conversely, Muriu, Mungai & Co. produced a Board Resolution of 4th June 2021 specifically covering ELC No. E021 of 2021.
Effect of filing and serving a Notice of Change of Advocates under Order 9 Rules 5 and 6
Filing and service of the Notice of Change of Advocates automatically removes the former advocate from the record
Order 9 Rule 5 allows a party to change advocates without an order but the former advocate remains on record until notice of change is filed and served in accordance with Rule 6. The Court found Muriu, Mungai & Co. filed the Notice dated 17th May 2021 and served it on all parties, so Wahome & Akedi ceased being on record.
Weight of documentary evidence (CR 12 searches)
The Court preferred the CR 12 bearing the Government Emblem over the CR 12 on plain paper
Two rival CR 12s were filed. The one filed by Christopher Ngata Kanyotu bore the Government Emblem and listed Directors present at the 4th June 2021 meeting. The CR 12 dated 8th October 2020 filed by Murigu had no Government Emblem, being on plain paper, and the Court hesitated to rely on it. This supported the finding that the Board met on 4th June 2021.
Legal principles established
#- A company can only act through its Directors and its mandate is expressed through Board of Directors Resolutions
- A validly filed and served Notice of Change of Advocates terminates the outgoing advocate's position on record
- Every party is entitled to legal representation of its own choice, subject to procedural rules
Court orders
#- 1.Declaration that the Board of Directors of the Interested Party met on 4th June 2021 and passed a Resolution instructing Muriu, Mungai & Co. Advocates to represent it in this matter
- 2.Declaration that the Law Firm of Muriu, Mungai & Co. Advocates is properly on record for the Interested Party, Kangaita Coffee Estates Ltd
- 3.Finding that upon the Notice of Change of Advocates, the Law Firm of Wahome & Akedi Advocates ceased being on record for the Interested Party
- Jurisdiction invoked
- Environment and Land Court jurisdiction under the Environment and Land Court Act over the suit land LR No. 8261 (I.R No. 9480/1)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Tigris Developers Limited v Willy Kihara Njoki Kanyotu & 2 others; Kangaita Coffee Estates Limited (Interested Party) [2021] KEELC 2733 (KLR)", Case Analysis (2021). ELC E021 of 2021. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2021/2733/eng@2021-06-24
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.