Macharia v Guaranty Trust Bank Kenya Limited; Adeniji & 2 others (Contemnor) (Employment and Labour Relations Petition E050 of 2025) [2025] KEELRC 3758 (KLR)
The bottom line
#What this practically means
#Executive summary
#Key legal issues
#Whether the contempt application was defective for want of leave to cite the Directors personally
The application was totally defective because no leave was sought to cite the Directors of the Respondent for contempt.
Relying on Geoffrey Katheri v East Africa Cement Co. Ltd and Katsuri Limited v Kapurchand Depor Shah, the court held that Directors of a corporate entity cannot be cited personally for contempt committed in the company's name unless the applicant first obtains leave and lifts the corporate veil. Failure to cite the company itself denied the applicant the chance to pursue the Directors.
Whether contempt was proved to the required standard
Contempt was not proved; the 2/4/2025 order as varied by the consent of 20/5/2025 did not injunct the Respondent from implementing the PIP or exercising managerial and disciplinary powers.
The court found the original orders ambiguous and held that the consent recorded before Ongaya J on 20/5/2025 varied and substituted them, clarifying that the orders did not suspend the employment contract. The Respondent therefore retained residual managerial powers to discipline and implement the PIP, and the Petitioner failed to prove breach to the required standard.
Legal principles established
#- Leave must first be sought and obtained before Directors or officers of a company may be cited for contempt committed in the name of the company; the corporate veil must first be lifted.
- A consent order compromising and varying an earlier order supersedes it, and contempt cannot be founded on breach of the superseded order.
Court orders
#- 1.The applications dated 7th June 2025 and 18th July 2025 are dismissed for want of mandatory leave to cite the Directors for contempt of court and for lack of merit.
- Jurisdiction invoked
- Original employment and labour relations jurisdiction; contempt in connection with conservatory orders issued by the ELRC on 2nd April 2025
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Macharia v Guaranty Trust Bank Kenya Limited; Adeniji & 2 others (Contemnor) (Employment and Labour Relations Petition E050 of 2025) [2025] KEELRC 3758 (KLR)", Case Analysis (2025). Not stated in the judgment (application dated 2nd May 2025). Source: https://new.kenyalaw.org/akn/ke/judgment/keelrc/2025/3758/eng@2025-12-18
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.