Murathi v Murathi & 4 others (Environment & Land Petition E008 of 2022) [2024] KEELC 4584 (KLR)
The bottom line
#Kenya's Environment and Land Court struck out a family land petition because a shareholder cannot sue personally over a company's property.
What this practically means
#Executive summary
#Key legal issues
#Whether the Petitioner had locus standi to sue in respect of Ruaka Estate Ltd's property claims
The Petitioner, suing in her personal capacity and not as a representative or trustee, lacks capacity to sue over the Company's assets; the Company is the proper party
The Company is a separate juristic person under the rule in Foss v Harbottle and Salomon. The Petition was brought personally, not as a representative suit or by a trustee. The company search confirmed the Company exists with the Petitioner as shareholder and director. Article 22 could not be invoked to cure this defect, and the question of proper parties affects jurisdiction in limine.
Whether the Petition met the Anarita Karimi Njeru threshold for constitutional pleadings
It did not; the dispute is essentially a land/fraud dispute best determined in an ordinary civil suit, so constitutional jurisdiction was improperly invoked
Though fraud particulars were pleaded, the Petitioner did not with precision show which constitutional rights were breached and by whom. The reliefs sought (declaration of title, rectification, mesne profits) are statutory. Rival evidence requiring cross-examination is needed, which cannot be resolved on affidavit evidence in a petition.
Whether the Court is functus officio regarding parcels Kiambaa/Ruaka/3657 and 3658
Yes; the Court had already determined Thika ELC Misc App. E040 of 2020 granting vesting orders and dismissed the Petitioner's review
The Court had determined the vesting order application pursuant to a trust registered on 22/1/2010. The Petitioner's attempt to set aside the orders by review was dismissed on 7/9/2022 and not appealed, leaving the Court functus officio over those parcels.
Legal principles established
#- A limited liability company is a separate legal person and is the proper plaintiff in respect of wrongs done to it
- A petitioner must set out with precision the constitutional provisions infringed and the manner of infringement
- Constitutional jurisdiction should not be invoked where adequate alternative statutory remedies exist
Court orders
#- 1.The Notice of Motions dated the 18/7/22 and 17/10/22 are allowed to the extent that the Petition and the Notice of Motion dated the 30/6/2022 be and are struck out
- 2.The costs shall be borne by the Petitioner in favour of the 1st and 2nd Respondents
- Jurisdiction invoked
- Articles 22, 23, 40, 47 and 159 of the Constitution of Kenya; Sections 1A and 1B Civil Procedure Act; Section 13 of the Environment and Land Court Act
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Murathi v Murathi & 4 others (Environment & Land Petition E008 of 2022) [2024] KEELC 4584 (KLR)", Case Analysis (2024). Petitioner's Notice of Motion dated 30/6/2022 (Petition dated 30th June 2022), Thika ELC. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2024/4584/eng@2024-06-03
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.