Kisai & 2 others (Suing on their Behalf and on Behalf of 443 Members of the Olongonot Community) v Kiambu Nyakinyua Farmers Company Limited & 2 others; Kiwaka General Merchants Limited & 28 others (Interested Parties) (Environment & Land Case 11 of 2024) [2025] KEELC 4961 (KLR)
The bottom line
#A Kenyan court paused a 24-year land case because no one is sure who legally controls the company defending it.
What this practically means
#Executive summary
#Key legal issues
#Whether a stay of proceedings should issue pending determination of a company's bona fide directors in a judicial review against the Registrar of Companies
Stay granted: the suit is stayed pending determination of the 1st Defendant's bona fide directors in the judicial review, since a company acts only through its directors and the directorship dispute affects its proper representation and the outcome of the land dispute.
A company acts through its directors; a dispute over the legitimacy of its directors raises a fundamental question about authority to instruct lawyers and defend the company's interests. The court drew on the Kiru Tea Factory line of Supreme Court decisions holding that where there is a genuine and serious dispute over the legitimate board, proceedings may be stayed to prevent injustice or futile litigation. The land proprietorship question was held to be intertwined with control of the company.
The threshold for stay of proceedings
The test is high and stringent; the power is exercised sparingly and only in exceptional cases, weighing the interest of justice, expeditious disposal, arguability and expeditiousness of the application.
The court applied Ringera J's formulation in Global Tours & Travels and Halsbury's principles: a stay is a serious, grave and fundamental interruption of a litigant's right to conduct litigation, and should not be imposed unless it is clear the proceedings ought not continue. The applicant must satisfy the court that the stay is in the interest of justice after weighing the pros and cons.
Legal principles established
#- Stay of proceedings is a grave judicial action that interferes with the right of a litigant to conduct litigation; the threshold is high and stringent and the power must be exercised sparingly and only in exceptional cases.
- Where there is a genuine and serious dispute over who constitutes the legitimate board of directors of a company party to litigation, the court may stay proceedings until the directorship question is settled to prevent injustice or futile litigation.
Court orders
#- 1.Stay of the proceedings in the instant suit pending determination of the 1st Defendant/Applicant's bona fide Directors in Nairobi High Court Judicial Review Case No. E267 of 2024: Republic v The Registrar of Companies, Exparte George Muiru Kagunya & others
- 2.The 1st Defendant/Applicant's Notice of Motion dated 27th January 2025 is allowed with costs
- Jurisdiction invoked
- Article 159(2) of the Constitution; Sections 1A, 1B, 3, 3A & 6 of the Civil Procedure Act; Order 51 Rule 1 of the Civil Procedure Rules 2010
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Kisai & 2 others (Suing on their Behalf and on Behalf of 443 Members of the Olongonot Community) v Kiambu Nyakinyua Farmers Company Limited & 2 others; Kiwaka General Merchants Limited & 28 others (Interested Parties) (Environment & Land Case 11 of 2024) [2025] KEELC 4961 (KLR)", Case Analysis (2025). ELC Case of 2001 (Naivasha) - Notice of Motion dated 27th January 2025. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/4961/eng@2025-07-03
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.