Dhanjal (Suing as Administrator of the Estate of Dalip Singh Dhanjal) & another v Mass Trust Registered Trustees & 12 others; Shaaban & 2 others (Interested Parties) (Land Case E026 of 2024) [2025] KEELC 4351 (KLR)
The bottom line
#Kenya's Environment and Land Court struck out a suit because a deceased director's estate administrator cannot sue over property owned by a company.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the issue of plaintiff's locus raised in the preliminary objection amounts to a pure point of law capable of being determined without calling evidence
- 2.Whether the plaintiff has met the threshold for the injunctive order sought at the interlocutory stage
- 3.Who pays the costs
Key legal issues
#Whether lack of locus standi may be raised as a preliminary objection
Yes - on the undisputed fact that the suit properties are registered in the name of Jaypee and Sons Limited, the capacity issue is a pure point of law
Following Mukisa Biscuit Manufacturing Ltd v West End Distributors Ltd, a preliminary objection raises a pure point of law argued on the assumption that all facts pleaded are correct. Here both sides admitted the suit properties were registered in the company's name, so no fact required ascertainment; capacity could be decided without evidence and went to the root of the suit.
Whether the plaintiff, as administrator of a deceased director's estate, had capacity to sue over company property
No - the company is the proper plaintiff under the rule in Foss v Harbottle and Salomon v Salomon
The suit properties belonged to Jaypee and Sons Limited, a separate legal person. The plaintiff pleaded the wrongs as done to the company. His status as administrator of a deceased director's estate did not clothe him with locus to sue in his own name. The suit was therefore a nullity as to capacity and liable to be struck out.
Legal principles established
#- The proper plaintiff in respect of a wrong done to a company is the company itself; an individual, even an administrator of a deceased director's estate, lacks locus standi to sue over company property
- A preliminary objection on a party's capacity is a pure point of law where the facts on registration are not in dispute and can be determined without calling evidence
Court orders
#- 1.The 1st to 12th defendants' preliminary objection on the plaintiff's lack of capacity to sue over properties registered in the name of a limited liability company is upheld
- 2.The plaintiff's suit commenced through the plaint dated 29th March 2024, and the notice of motion of even date, is struck out with costs to the 1st to 6th, 8th, 10th & 11th defendants
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Article 162(2)(b) of the Constitution (Environment and Land Court) - original jurisdiction; not expressly cited in the extract
Relief refused
#Temporary injunction orders (prayers 2 & 3 of the notice of motion dated 29th March 2024)
The suit was struck out for want of capacity, so the application fell away and was not considered on its merits
Order that the 1st to 12th defendants deposit original titles for parcels 406 to 417 with the court and OCS enforcement order
The suit and notice of motion were struck out for lack of locus standi
Costs
Costs of the suit and application to the 1st to 6th, 8th, 10th & 11th defendants
Quotable passages
#Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.
That accordingly, the plaintifi's suit commenced through the plaint dated 29th March 2024, and the notice of motion of even date is stuck out with costs to the 1st to 6th, 8th, 10th & 11th defendants.
That the 1st to 12th defendants' preliminary objection on the ground of the plaintifi's lack of capacity to sue over the suit properties registered in the name of the limited liability company is upheld.
Whether or not the late Dalip Singh Dhanjal, deceased, was a director of the said company and or that Nirmal Singh Dhanjal, plaintifi, has been appointed an administrator of the deceased's estate does not cloth the plaintifi with capacity/locus standi to sue over the suit properties registered in the name of the limited liability company.
The court finds in this instance, the issue of the plaintifi's capacity to originate, commence and or maintain this suit and the application thereof, is a matter that can be argued, and indeed has been argued, without the need to call evidence.
Issues in the judgment
#The plaint describes the plaintiff both as an individual administrator and as a company, an internal inconsistency noted by the court
The preliminary objection ground lists different defendants for costs than the final order (omits the 7th and 9th defendants differently in each)
Case name appears as 'Solomon versus Solomon' (sic) rather than 'Salomon v Salomon' in the judgment
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Dhanjal (Suing as Administrator of the Estate of Dalip Singh Dhanjal) & another v Mass Trust Registered Trustees & 12 others; Shaaban & 2 others (Interested Parties) (Land Case E026 of 2024) [2025] KEELC 4351 (KLR)", Case Analysis (2025). Not stated in the extract (ELC Mombasa). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/4351/eng@2025-06-11
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.