Kimani & another v Mwai & 3 others (Environment and Land Case 108 & 99 of 2024 (Consolidated)) (Environment and Land) [2025] KEELC 4456 (KLR)

The court reasoned that a company is a legal entity that acts only through its directors, and a disputed directorship raises a fundamental question about the authority to instruct lawyers, file pleadings, or defend the company's interests. In a land dispute, the question of proprietorship could be intertwined with who controls the company, e.g., where allegedly fraudulent directors purport to transfer land. Relying on the Supreme Court's decision in Githiga & 5 others v Kiru Tea Factory Company Limited and the line of Kiru Tea Factory cases, the court found that the stay jurisdiction should be exercised to prevent injustice or futile litigation.

The court set out the threshold from Halsbury's Laws of England (4th Edition, Vol. 37) that a stay of proceedings should not be imposed unless the proceedings beyond all reasonable doubt ought not to be allowed to continue; the power is to be exercised sparingly and only in exceptional cases, e.g., where the proceedings are frivolous, vexatious, harassing, manifestly groundless, or disclose no cause of action in law or in equity.

Adopting Ringera J's guidance in Global Tours & Travels Limited, the court noted that the sole question is whether it is in the interest of justice to order a stay and, if so, on what terms. The court should weigh the pros and cons of granting or not granting the order, bearing in mind factors such as the need for expeditious disposal of cases, the prima facie merits of the intended appeal, the scarcity and optimum utilization of judicial time, and whether the application was brought expeditiously.