Embakasi Ranching Co. Ltd (Through the Directors listed on the CR 12) v Nduati & 2 others (Environment and Land Appeal E276 of 2025) [2026] KEELC 3940 (KLR)
The bottom line
#Kenya's Environment and Land Court confirmed that companies in a directorship dispute must follow High Court orders on who can instruct lawyers.
What this practically means
#Executive summary
#Key legal issues
#Competence of the appeal given the impugned faction's want of authority
The Court assumed, without deciding, that the appeal was competent and determined it on the merits.
Striking out the appeal because the CR12 directors lack capacity would use the very conclusion the appeal impugns as the reason for refusing to hear it, denying the Appellant a merits determination. Guided by Article 159(2)(d) and sections 1A and 1B of the Civil Procedure Act, the Court assumed competence in the Appellant's favour.
Whether the trial court erred in relying on the High Court's interim orders and its own earlier ruling
No error. The trial court merely gave effect to subsisting High Court interim orders which regulate the Company's governance wherever it litigates.
The interim orders of Nzioka, J., as interpreted by Chepkwony, Njoki Mwangi and Mbugua, JJ., remained in force, unvaried and unappealed. They regulate corporate authority pending trial and are not confined to one file. A CR12 is prima facie and rebuttable evidence only, and here the directorship it reflects is itself impugned in the pending suit.
Whether the trial court offended the doctrine of sub judice (section 6, Civil Procedure Act)
It did not. Section 6 does not forbid a court from ascertaining, for regulating its own proceedings, who may instruct counsel for a corporate litigant.
The trial court made no finding on the substantive directorship and confined itself to giving effect to the High Court's orders. Permitting the CR12 faction to litigate the very authority the High Court had restrained would produce the conflicting decisions the doctrine exists to prevent.
Whether striking out the Appellant's advocates infringed the right to representation and access to justice (Articles 48, 50(1), 25(c), 159(2)(d))
No. The Company was not denied representation, only representation by a faction's chosen advocates whose authority was in suspense; the Company remained free to be represented by counsel instructed by the recognised faction.
The right to counsel of choice presupposes a valid choice made by a competent organ. Where the High Court has regulated which faction may exercise the Company's powers pending a directorship suit, the constitutional guarantee cannot be deployed to defeat those subsisting orders. Giving effect to them serves the overriding objective.
Legal principles established
#- A subordinate court is bound to respect and may not act so as to undermine or circumvent the subsisting orders of the High Court.
- A company's authority to instruct advocates is a single, indivisible incident of corporate governance that attaches to the company in whatever forum it litigates.
- The constitutional right to counsel of one's choice presupposes a valid choice made by a competent organ, and cannot be invoked to defeat subsisting court orders regulating corporate authority.
- Where the very authority to place pleadings on the record is wanting, their expunction is the necessary consequence of an absence of valid instructions, not a disproportionate remedy.
Court orders
#- 1.The appeal is dismissed.
- 2.The ruling of the trial court delivered on 30th October 2025 in Milimani MCELC No. E312 of 2025 is upheld.
- 3.For the avoidance of doubt, the question of which organ of the Company is, for the time being, entitled to instruct advocates on its behalf abides, and shall be governed by, the subsisting orders in, and the eventual determination of, Milimani HCCC No. E096 of 2019.
- 4.Each party shall bear its own costs of the appeal.
- On appeal from
- Chief Magistrate's Court, Environment and Land Court Division, Milimani
- Milimani MCELC No. E312 of 2025
- Jurisdiction invoked
- First appeal from the Chief Magistrate's court with leave under section 79G of the Civil Procedure Act
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Embakasi Ranching Co. Ltd (Through the Directors listed on the CR 12) v Nduati & 2 others (Environment and Land Appeal E276 of 2025) [2026] KEELC 3940 (KLR)", Case Analysis (2026). First Appeal arising from Milimani MCELC No. E312 of 2025. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.