Manchester Outfitters Limited & 2 others v Galot Holdings Limited & 3 others (Environment and Land Case 358 of 2012) [2025] KEELC 6626 (KLR)
The bottom line
#The Environment and Land Court confirmed George Gilbert Advocates as Manchester Outfitters' lawful lawyers and voided an attempt to withdraw the long-running Galot land suit.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Which firm of advocates should be on record for the 1st Plaintiff?
- 2.Whether this suit was lawfully withdrawn on 14th July 2025?
Key legal issues
#Proper legal representation of the 1st Plaintiff
George Gilbert Advocates is properly on record; Havi & Company Advocates' appointment was a nullity
The three-judge bench in HCCC No. 55 of 2012 confirmed Mohan Galot as sole director and Governing Director with power to appoint directors. He instructed George Gilbert Advocates. Narendra Galot, being unregistered under Section 92(3) of the Companies Act, was not a shareholder and lacked authority to appoint counsel. Instructions given by a validly appointed director bind the company notwithstanding his death, absent lawful revocation.
Lawfulness of the withdrawal of the suit on 14th July 2025
The Notice of Withdrawal was null and void ab initio
Havi & Company Advocates lacked authority, so the notice of withdrawal was void. Even if instructed, Order 25 Rule 2 applied because the suit was set down for hearing on 16th and 17th July 2025, requiring written consent of all parties or leave of court. Neither was obtained.
Jurisdiction over directorship and shareholding questions
The ELC lacks jurisdiction; those issues belong to the High Court and are partially res judicata
The court held it is a court of concurrent jurisdiction that cannot sit on appeal over a bench of equal or superior composition, and its jurisdiction is limited to environment and land disputes. Consequences of Mohan Galot's demise on directorship are pending in HCCOM No. E256 of 2024 and Petition No. E027 of 2024 before the High Court.
Legal principles established
#- A person becomes a shareholder only upon registration in the register of members
- Instructions given by a duly authorised director survive his death until lawfully revoked by the company
- A suit already set down for hearing may only be withdrawn with written consent of all parties or by leave of court under Order 25 Rule 2
Court orders
#- 1.It is hereby declared that the firm of George Gilbert Advocates is properly and lawfully on record for the 1st Plaintiff, having been duly appointed by the late Mohan Galot in his capacity as the sole director of the company
- 2.The firm of Havi & Company Advocates is found to have been irregularly appointed, and the Notice of Change of Advocate and the Notice of Withdrawal of Suit, both dated 14th July 2025, are hereby declared null and void ab initio and of no legal effect
- 3.This suit shall be fixed for hearing on a priority basis
- 4.Each party shall bear its own costs
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Environment and Land Court jurisdiction limited to disputes relating to environment and land; intra-suit question of the 1st Plaintiff's proper representation
Relief refused
#Determination of directorship and shareholding questions raised by Narendra Galot
Court lacks jurisdiction and would risk conflicting with pending High Court proceedings
Costs
Each party shall bear its own costs.
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.
i. It is hereby declared that the firm of George Gilbert Advocates is properly and lawfully on record for the 1st Plaintiff, having been duly appointed by the late Mohan Galot in his capacity as the sole director of the company.
The firm of Havi & Company Advocates is found to have been irregularly appointed, and the Notice of Change of Advocate and the Notice of Withdrawal of Suit, both dated 14th July 2025, are hereby declared null and void ab initio and of no legal effect.
“ Registration confers title. Without registration, an applicant is not the holder of a share or a member of the company: the share has not been issued to him. No person can be a shareholder until he is registered.”
instructions given to an advocate are instructions of the company, not of the individual director personally.
This suit shall be fixed for hearing on a priority basis.
Each party shall bear its own costs.
Issues in the judgment
#Judgment refers to an affidavit by Narendra Galot sworn on 2nd September 2015, which on the chronology should almost certainly be 2025
The Court of Appeal decision in the Beijing case is cited with inconsistent citation numbers (375 and 365)
Counsel is variously referred to as 'Mr. Gorge Gilbert' and the firm as 'George Gilbert LLP Advocates' and 'George Gilbert Advocates'
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Manchester Outfitters Limited & 2 others v Galot Holdings Limited & 3 others (Environment and Land Case 358 of 2012) [2025] KEELC 6626 (KLR)", Case Analysis (2025). ELC Case 358 of 2012 (formerly HCCC). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/6626/eng@2025-10-02
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.