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ELCOtherELCLCE029/2024· [2026] KEELC 4689 (KLR)

Pwani Maoni v Sosplashed Ltd & 2 others (Land Case E029 of 2024) [2026] KEELC 4689 (KLR)

Environment and Land Court
23 July 2026
ENE.G Nderitu
2,088 words in judgment
View original judgmentRead on Kenya Law Watch case
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·~8 min to read original · ~4 min brief

The bottom line

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A Kenyan company's directors can withdraw a lawsuit before judgment, and whoever filed it without board approval cannot escape paying the defendants' costs.

What this practically means

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Executive summary

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Pwani Maoni Limited, a company limited by shares, sued the Defendants by a plaint dated 22nd May 2024, verified by Adrianus Maria Verhoef who described himself as a director and shareholder. On 29th June 2026, the firm of G S Mokua & Associates Advocates filed a Notice of Appointment and a Notice of Withdrawal of Suit, supported by a CR12 company search and a Board Resolution of 5th June 2026 by directors Roselyne Moraa Achira, Susan Mwikali Mutua and Jane Mueni Musyoka, which disclaimed the suit as having been filed without Board authority. Verhoef objected, relying on his directorship at the time of filing and a subsequent private purchase of shares from Festus Kalii Musyoka and Jane Mueni Musyoka, who had prevailed in Kwale High Court Commercial Case No. 2 of 2024, which had nullified his directorship. Jane Mueni Musyoka and Nicolette Van Der Plas disputed Verhoef's capacity and sought costs against him personally. The court distilled two issues: whether the suit ought to be withdrawn, and who bears costs. Holding that the legality of directorship cannot be determined incidentally and that the CR12 record governs for present purposes, the court found withdrawal to be an absolute right under Order 25 rule 1, exercised through a valid Board resolution. On costs, Section 27 of the Civil Procedure Act applies; Verhoef had authority when the suit was filed and could not be penalized for subsequently losing it. The suit was marked withdrawn with costs to the defendants payable by the plaintiff, and the file was closed.

Key legal issues

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01

Whether the suit ought to be withdrawn as sought

Holding

Yes - withdrawal is an absolute right under Order 25 rule 1, exercised through a Board resolution by the current directors per the official CR12 record

Reasoning

The court declined to determine the legality of the current directorship, holding that such issues can only be resolved in a substantive suit with evidence tested by cross-examination, given the higher standard of proof for fraud. As per the official record (CR12), Roselyne Moraa Achira, Susan Mwikali Mutua and Jane Mueni Musyoka are the directors, and their resolution authorizing withdrawal communicated the company's intention to discontinue. The right to withdraw is unfettered under Order 25 rule 1 and the authorities cited.

p. 5
02

Who should bear the costs

Holding

Costs to the defendants, payable by the plaintiff company; not personally by Adrianus Maria Verhoef

Reasoning

Under Section 27 of the Civil Procedure Act costs follow the event unless good reason is shown for departure. The only reason urged - that Verhoef instituted the suit without authority - was rejected because at the time of filing on 28th May 2024 he was a director and shareholder per the CR12, and the judgment ousting him was delivered on 26th September 2024, months after filing. Penalizing him for losing authority he then had would be unfair and inequitable.

p. 6

Legal principles established

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  • A plaintiff has an unfettered right to withdraw a suit before judgment, and the court can only deal with costs
  • A company can only sue or commit itself through the sanction of its Board of Directors or a resolution in a general or special meeting
  • Costs follow the event unless the court, for good reason, orders otherwise (Section 27, Civil Procedure Act)

Court orders

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  1. 1.The Notice of withdrawal of the suit dated 29th June 2026 is allowed
  2. 2.The suit is marked as withdrawn with costs to the defendants to be met by the plaintiff
  3. 3.File duly closed
Jurisdiction invoked
Civil Procedure Act and Order 25 rule 1 of the Civil Procedure Rules (withdrawal of suit); first-instance suit filed in the Environment and Land Court

Key timeline

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Practical implications

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Frequently asked questions

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Cite this brief

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Cite this brief

Caselaw, "Pwani Maoni v Sosplashed Ltd & 2 others (Land Case E029 of 2024) [2026] KEELC 4689 (KLR)", Case Analysis (2026). ELCLCE029/2024. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/4689/eng@2026-07-23

Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.