Maaralink Tours & Photography Company Limited v Dawagi Investments Limited (Enviromental and Land Originating Summons E017 of 2021) [2025] KEELC 879 (KLR)
The bottom line
#A Kenyan court can summon a company's directors to court to explain how it will pay a judgment debt when its assets cannot be traced.
What this practically means
#Executive summary
#Key legal issues
#Whether officers of the judgment-debtor company may be summoned for examination under Order 22 rule 35
Yes - the directors and secretary may be summoned to produce audited books of accounts and be examined on the company's means of satisfying the decree
Order 22 rule 35 donates jurisdiction to assist decree-holders to discover information from officers of a corporation whose assets are unknown, following Masefield Trading (K) Ltd v Rushmore Company Limited. Where a decree is for payment of money, the decree-holder may apply for oral examination of any officer of a corporate judgment-debtor and for production of books or documents. The applicant had obtained a decree, garnishee proceedings revealed a negligible balance, and efforts to trace assets had been fruitless.
Whether the corporate veil should be lifted at this stage
Determination deferred; lifting of the veil may follow depending on the outcome of the examination
The court noted the law on lifting the veil is settled, citing Halsbury's Laws of England via John Gikandi Magondu v Charles Gaituri Ndei. The respondent asserted an existing asset but adduced no evidence of its existence. The court was satisfied the officers ought first to be examined before any personal liability order could issue.
Legal principles established
#- Order 22 rule 35 confers jurisdiction on the court to summon officers of a corporation for examination on the company's assets and means of satisfying a decree
- The corporate veil may be pierced where there is fraud or improper conduct or where the character of the company or its controllers is relevant to doing justice
Court orders
#- 1.The application is allowed in terms of prayers no 2 and 4
- 2.Anthony Safari Kitsao, Franklin Mwalimu Kitsao and Tom Mungai Ouma are summoned to appear in court on 7/5/2025 for production of the Defendant's audited books of accounts and financial records and for examination on the Defendant's means of satisfying the decree, if the judgment debt will not have been settled in full by that date
- 3.Determination on lifting the corporate veil (prayer 3) is deferred pending the examination of the directors
- 4.The costs of the application shall be borne by the Respondent
- Jurisdiction invoked
- Order 22 rules 25 and 35 of the Civil Procedure Rules
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Maaralink Tours & Photography Company Limited v Dawagi Investments Limited (Enviromental and Land Originating Summons E017 of 2021) [2025] KEELC 879 (KLR)", Case Analysis (2025). Malindi ELC Notice of Motion dated 20/1/2023 (arising from suit in which decree was entered on 11/5/2022). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/879/eng@2025-02-27
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.