Fazel & 2 others v Moru Ridge Limited & 4 others (Environment and Land Case E004 of 2023) [2025] KEELC 8676 (KLR)
The bottom line
#Kenya's High Court refused to send a property dispute to arbitration and allowed a company's directors to face the lawsuit personally.
What this practically means
#Executive summary
#Key legal issues
#Whether the court has jurisdiction in light of the alleged arbitration clause in the Reservation Letter
The court has full jurisdiction; the arbitration provisions are limited and do not oust it.
The applicants anchored their argument on clause 13, which merely defines the Completion Date. Clause 14's arbitration reference applies only to disputes on Plans and Elevations before the Vendor's Architects and is not an all-encompassing ouster. The court affirms its jurisdiction over the broader claims.
Whether the 3rd, 4th and 5th Defendants may be sued personally notwithstanding separate corporate personality
They remain properly joined; whether they are personally liable is a triable, fact-dependent question.
Applying Salomon, a company ordinarily sues or is sued in its own name, but the plaint pleads specific fraud and breach of fiduciary duty, raising a triable question that the company may have been an instrumentality of improper conduct. Such questions cannot be resolved on a preliminary application.
Legal principles established
#- Jurisdiction flows solely from the Constitution or written law and cannot be assumed or extended by judicial creativity.
- A company is a separate legal person from its directors and shareholders, and piercing the corporate veil is an exceptional measure.
- A narrow, subject-specific arbitration clause does not oust the court's jurisdiction over the broader dispute.
Court orders
#- 1.The 3rd, 4th and 5th Defendants/Applicants remain properly joined in their personal capacities
- 2.Their statement of Defence dated 25.9.25 is deemed as duly filed
- 3.The application dated 29th September 2025 is dismissed with costs
- Jurisdiction invoked
- Inherent jurisdiction to determine its own jurisdiction; the applicants challenged the court's jurisdiction under the arbitration clause of a Reservation Letter
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Fazel & 2 others v Moru Ridge Limited & 4 others (Environment and Land Case E004 of 2023) [2025] KEELC 8676 (KLR)", Case Analysis (2025). . Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/8676/eng@2025-12-08
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.