Solai Ruyobei Farm Ltd v Cherutich & another
The bottom line
#A Kenyan court ruled that a company's lawsuit cannot be thrown out just because it forgot to file a board resolution approving the case.
What this practically means
#Executive summary
#Key legal issues
#Whether failure to file a company resolution authorising the suit is fatal
It is not fatal; the resolution may be filed before the suit is fixed for hearing
Relying on Order 4 Rule 1(4) and Leo Investments v Trident Insurance, the court held the rule does not require the authority to be filed with the plaint. Recent case law has softened the strict approach of Bugerere Coffee Growers. The preliminary objection on this ground failed as a technicality not going to the merits.
Whether the suit was instituted without the plaintiff company's authority
On the material filed, the defendants were not shown to be current directors, so their claim of want of authority was unsubstantiated
The court compared the Registrar of Companies letters: the defendants were named in a letter dated 19/12/2017 but not in the more recent letter dated 24/8/2021. It preferred the recent letter as prima facie evidence of control and treated the defendants' objection as a defensive technicality.
Legal principles established
#- Failure to file a company resolution authorising the institution of a suit with the plaint does not invalidate the suit; the resolution may be filed any time before the suit is fixed for hearing
- The requirement that only an authorised officer institute proceedings on behalf of a corporation is not to be used as a procedural technicality to strike out suits
Court orders
#- 1.The defendants' preliminary objection dated 6/12/2022 is dismissed
- 2.The plaintiff to file and serve the requisite resolutions before the matter is set down for hearing
- 3.Suit to be mentioned on 26/4/2023 for confirmation of compliance and Order 11 directions and issuance of a hearing date
- Jurisdiction invoked
- Original civil jurisdiction of the Environment and Land Court under Article 162(2)(b) of the Constitution and the Environment and Land Court Act
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Solai Ruyobei Farm Ltd v Cherutich & another", Case Analysis (2023). Environment & Land Case 52 of 2022. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2023/16359/eng@2023-03-22
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.