Embakasi Ranching Co. Ltd (Through the Directors Listed on the CR12) v Nduati & 2 others (Environment and Land Appeal E276 of 2025) [2026] KEELC 2717 (KLR)

The rule in Foss v Harbottle is a company-law principle barring unauthorized persons from acting in a company's name; it concerns locus standi and corporate capacity, not subject-matter jurisdiction. The ELC's jurisdiction under Section 13 of the ELC Court Act is not ousted by a representation question. Deciding it now would pre-empt the merits of the intended appeal, whose very substratum is the authority of the CR12 directors to instruct counsel.

Applying Salat, Mutiso, Chemwolo and Belinda Murai, the court weighed the length and explanation of the delay, arguability of the appeal, and prejudice. The nineteen-day delay was not inordinate or deliberate; the appeal raises arguable questions of law on the jurisdictional limits of subordinate courts and Article 50 representation rights; no concrete prejudice was demonstrated, and land rights and access to justice were implicated.

The appeal is arguable, would be rendered nugatory if proceedings concluded on the impugned representation ruling, and the balance of convenience favours temporary stay since no irreversible prejudice was shown. The stay in the third suit, which is not subject to the appeal, rests on the inherent jurisdiction to prevent multiplicity of conflicting decisions, and is strictly limited to the pendency of the appeal.