Mavoloni Company Limited v Land Registrar, Thika District & 3 others;Agricultural Finance Corporation Green Acres Vegetable & Flower & another (Interested Parties) [2022] KEELC 1340 (KLR)
The bottom line
#The court refused to strike out the land dispute suit, ruling that companies sued in Kenya don't need to prove directors authorized the defence.
What this practically means
#Executive summary
#Key legal issues
#Whether the 2nd Interested Party's suit and pleadings should be struck out under Order 2 Rule 15(1) of the Civil Procedure Rules
The application to strike out was dismissed; triable issues exist and striking out is a drastic measure
The court applied Order 2 Rule 15(1) and the D.T. Dobie principle that striking out powers must be exercised sparingly and without embarking on the merits. The 2nd Interested Party, joined in 2011 and confirmed as current registered proprietor of the suit land, raised triable issues. Because the suit was consolidated with HCCC No. 337 of 1998 in which the Plaintiff itself sued the 2nd Interested Party, striking out was impermissible. Reliance on a name discrepancy on the CR12 was a technicality contrary to Article 159(2)(d) of the Constitution.
Whether a company must demonstrate board authorization to file or defend pleadings
No proof of board authorization is required for a sued company to defend a suit
Following Saraf Limited v Augusto Arduin, the court held that authorization by directors or shareholders need not be demonstrated by a company facing suit. The CR12 annexed to the Plaintiff's application confirmed that Joseph Muisyo Nzioka was a director, and the name discrepancy was corrected at the Company Registry. Any question of actual instructions was a matter of evidence for the hearing, not for a striking-out application.
Effect of consolidation of the suits
Consolidated suits are one; the court could not strike out pleadings in one limb of the consolidated suit
Relying on Prem Lala Nahata v Chandi Prasad Sikaria on the purpose of consolidation and Johnstone Ogada Vikiru v Nathan Kaduka, the court held that the 1998 suit and the instant suit, consolidated by Justice E K Ogola on 3rd October 2014, became one cause. Since the Plaintiff itself had sued the 2nd Interested Party as 3rd Defendant in the consolidated suit, it could not seek to strike out that same suit.
Legal principles established
#- A limited liability company sued need not furnish proof that its Board of directors or shareholders authorized it to defend the suit
- Once suits are consolidated they are treated as one cause or matter; a party who sued another in the consolidated suit cannot have that party's pleadings struck out in the consolidated proceedings
Court orders
#- 1.The Notice of Motion application dated 23rd September, 2020 is dismissed
- 2.Costs will be in the cause
- Jurisdiction invoked
- Original civil jurisdiction; Civil Procedure Rules, 2010, Order 2 Rule 15(1)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Mavoloni Company Limited v Land Registrar, Thika District & 3 others;Agricultural Finance Corporation Green Acres Vegetable & Flower & another (Interested Parties) [2022] KEELC 1340 (KLR)", Case Analysis (2022). Notice of Motion dated 23rd September 2020 in Nairobi HCCC No. 337 of 1998 (consolidated suit). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2022/1340/eng@2022-02-21
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.