Music Copyright Society of Kenya (MCSK) v Muli & 2 others (Petition E004 of 2025) [2025] KEELRC 1621 (KLR)
The bottom line
#Kenya's Employment Court struck out MCSK's petition, ruling that a departed CEO had no authority to file it and that directorship disputes belong in the High Court.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the petition was filed with due authority of the petitioner company, Dr. Ezekiel Mutua having been terminated as Chief Executive Officer before filing
- 2.Whether the Employment and Labour Relations Court has jurisdiction over a dispute as to the validity of directorship of a company limited by guarantee
- 3.Whether costs should follow the withdrawal/striking out of the petition
Key legal issues
#Authority to institute proceedings on behalf of a company
The petition was filed without due authority because Dr. Ezekiel Mutua, who instructed the Advocate, had been terminated as CEO effective 03.04.2025 before the petition was filed
Richard Sereti's affidavits sworn 20.05.2025 showed Mutua was former CEO effective 03.04.2025, with a public announcement and a Board resolution (minute 5/5/5/2025) confirming no instructions to Mr. Okiri. Mutua himself acknowledged the termination in his own petition ELRC E041 of 2025.
Jurisdiction of the ELRC over directorship disputes
The ELRC lacks jurisdiction; disputed directorship is strictly not an employment relationship and the proper forum is the High Court under the Companies Act, following the Court of Appeal in Rift Valley Water Services Board & 3 others v Asanyo
The petition sought declarations on the validity of the respondents' tenure as directors of a company limited by guarantee. Relying on the Court of Appeal decision and Gikenye v Mwaura, the Court held such disputes are not employment disputes. The disputants had already moved the High Court.
Legal principles established
#- A dispute as to the validity or tenure of directorship of a company is not an employment relationship and falls within the jurisdiction of the High Court under the Companies Act, not the ELRC
- A petition filed without due authority of the company as a separate legal entity is liable to dismissal
Court orders
#- 1.The petition is hereby withdrawn or struck out with no orders on costs
- 2.Case file closed
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Employment and Labour Relations Court jurisdiction under the Constitution and statute; court found jurisdiction lacking, proper forum being the High Court under the Companies Act, 2015
Relief refused
#Declarations that the respondents' continued stay in office was illegal, null and void and that decisions taken after lapse of tenure were void ab initio, and an order that respondents vacate office
The Court found the petition was filed without due authority of the company and that it lacks jurisdiction over disputed directorship, the proper court being the High Court under the Companies Act
Costs of the petition to the petitioner
As the Company sought to withdraw, no orders on costs were made
Costs
No orders on costs - each party to bear own costs of the petition
Quotable passages
#Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.
The Court finds that indeed the suit was filee without due instructions and while the directorship of the respondents is in dispute, what is pertinent is that indeed the petition was filed without due authority of the company as a separate legal entity.
In that consideration it is that the Court lacks jurisdiction to hear and determine the instant petition which, is liable to dismissal.
In conclusion, the petition is hereby withdrawn or struck out with no orders on costs, and, case file closed.
Issues in the judgment
#The judgment states the petition is dated 07.05.2024 but the accompanying notice of motion is dated 07.05.2025 and the tenure is alleged to have lapsed on 16.02.2025; the petition date appears to be a typographical inconsistency
Typos in judgment: 'filee' for 'filed' and 'ofice' for 'office'
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Music Copyright Society of Kenya (MCSK) v Muli & 2 others (Petition E004 of 2025) [2025] KEELRC 1621 (KLR)", Case Analysis (2025). Petition dated 07.05.2024. Source: https://new.kenyalaw.org/akn/ke/judgment/keelrc/2025/1621/eng@2025-05-29
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.