Njoroge & 4 others v Ndeffo Company Ltd & 12 others (Environment and Land Case E110 of 2025) [2026] KEELC 1237 (KLR)
The bottom line
#Kenya's Environment and Land Court struck out a shareholder dispute over a company's directors, confirming company governance cases belong in the High Court, not the ELC.
What this practically means
#Executive summary
#Key legal issues
#Whether the ELC has jurisdiction over a suit by shareholders seeking declarations on directors' duties, production of company records, convening of an AGM and forensic audit of a company
The court lacks jurisdiction; the prayers fall within the High Court's jurisdiction
The court examined the prayers in the Plaint, which sought declarations of breach of directors' statutory duty, production of company financial records, an order compelling the Registrar of Companies to convene an AGM for election of directors, a forensic audit of misappropriation, and general damages for breach of fiduciary duty, oppression and mismanagement. These are corporate governance disputes reserved for the High Court. The mere involvement of land and of a land-owning company does not confer jurisdiction on the ELC.
Whether the preliminary objection met the Mukisa Biscuit threshold
It did; the objection raised a pure point of law on jurisdiction
Applying the Mukisa Biscuit test as restated in Hassan Ali Joho v Suleiman Said Shahbal, the court accepted that a preliminary objection must be a pure point of law argued on the assumption that the facts pleaded by the other side are correct. Jurisdictional objections qualify. The court found the objection competent and determined it on that basis without ascertaining any facts.
Legal principles established
#- A preliminary objection must raise a pure point of law on the assumption that all facts pleaded by the other side are correct
- Jurisdiction is everything; a court without jurisdiction must down its tools
- Where the orders sought concern company management, shareholding and directorship, the ELC lacks jurisdiction even where the subject matter involves land
Court orders
#- 1.The Preliminary Objection dated 4th December 2025 is allowed as prayed
- 2.The suit is struck out
- 3.Costs of the suit awarded to the 13th Defendant
- Jurisdiction invoked
- Article 162(2)(b) of the Constitution; Section 13 of the Environment and Land Court Act, No. 19 of 2011
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Njoroge & 4 others v Ndeffo Company Ltd & 12 others (Environment and Land Case E110 of 2025) [2026] KEELC 1237 (KLR)", Case Analysis (2026). Not stated in the excerpt (suit filed by Plaint dated 17th November 2025). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/1237/eng@2026-03-03
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.