Manchester Outfitters (Suiting Division) Limited (Now Known as King Woollen Mills Limited) & another v Standard Chartered Financial Services Limited & 2 others
The bottom line
#Supreme Court lets High Court decide who controls a company, allowing interim lawyer change.
What this practically means
#The Supreme Court said it cannot resolve factual disputes about who really runs a company. That job belongs to the High Court, which already has a case about Galot Industries' directors. Until the High Court decides, the Supreme Court allowed Havi & Company Advocates to represent the company. The court also said two law firms cannot represent the same party at the same time.
Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Who is the proper legal representative of the second petitioner (Galot Industries Limited)? Is it M/s. Gikera & Vadgama Advocates, or M/s. Havi & Co. Advocates?
Key legal issues
#Whether the Supreme Court has jurisdiction to determine the question of legal representation of a party where there is a dispute over the directorship of the company.
The Supreme Court has jurisdiction under Rule 4(3) of the Supreme Court (Amendment) Rules, 2016 to hear preliminary matters including change of representation. However, where the representation dispute turns on contested facts about directorship, the Supreme Court will not resolve those facts; it will make an interim order pending determination by the High Court.
The court noted that Rule 4(3) expressly empowers a single Judge to hear applications regarding change of representation. However, the court distinguished between legal interpretation (its core mandate) and fact-finding (which belongs to trial courts). Since the parties presented conflicting board resolutions and director lists, the court held that the factual dispute over who are the valid directors of Galot Industries Limited must be resolved by the High Court, which already had a pending case (Civil Cause No. 430 of 2012) on the matter. The Supreme Court therefore made an interim order allowing Havi & Company Advocates to represent the 2nd petitioner pending the High Court's determination.
Whether two firms of advocates can simultaneously represent the same party in proceedings.
There is no provision in the Rules for two firms of advocates to be on record contemporaneously or concurrently. It would be chaotic and impractical.
The court adopted the reasoning from Kenya Commercial Bank Ltd. v. John Benjamin Wanyama, which held that having two firms on record would create confusion as to who would file pleadings, receive service, and take responsibility. The court noted that while a party may utilize the services of more than one advocate, only one firm can be on record, and any additional counsel must be engaged as a senior counsel led by the firm on record.
Legal principles established
#- A single Supreme Court judge can decide preliminary questions about which lawyer represents a party.
- The Supreme Court will not resolve factual disputes like who is a valid company director; that is for the trial court.
- A court may allow a lawyer to represent a company temporarily while the directorship dispute is pending in the High Court.
- Two law firms cannot be on record for the same party simultaneously; only one firm can be on record.
- Additional lawyers must be engaged as senior counsel led by the firm on record, not as a separate firm.
Court orders
#- 1.I disallow the application by M/s. Gikera and Vadgama Advocates.
- 2.I allow the firm of Havi & Company Advocates to represent the 2nd petitioner, subject to the High Court determining – and until the High Court determines – the valid directors of Galot Industries Limited (2nd petitioner).
- 3.The costs of this application shall abide the determination by the High Court as signalled in Order (b) hereof, and shall on that basis abide the disposal of the main cause.
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Rule 4(3) of the Supreme Court (Amendment) Rules, 2016 (L.N. No.14)
Relief refused
#Affirmation that M/s. Gikera & Vadgama Advocates is the firm duly instructed to act for the 2nd petitioner
The court found that the dispute over directorship of the 2nd petitioner was a factual matter pending before the High Court, and it was not for the Supreme Court to resolve trial facts.
Costs
The costs of this application shall abide the determination by the High Court as signalled in Order (b) hereof, and shall on that basis abide the disposal of the main cause.
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.
In this ultimate appellate Court, the task devolves not, in the first instance and in general, to resolve trial facts and matters of evidence. It follows that the task now rests with the High Court, to ascertain the status of directorships at Galot Industries Limited.
From the terms of Rule 4(3) above, it is clear that the single Judge is entrusted with the determination of preliminary questions, so as to set the stage for the hearing and determination of the main cause, before a full Bench as prescribed under the Constitution.
There is no provision in the Rules for two firms of Advocates to be on record contemporaneously or concurrently. And this is for good reason. It would be chaotic if there was on record more than one firm.
Key timeline
#Practical implications
#Representation disputes require factual foundation
When a client company has a directorship dispute, do not rely solely on board resolutions. Confirm the High Court’s position on who the valid directors are. If the High Court has not yet decided, you may need to seek an interim order allowing representation. The Supreme Court will not resolve those facts for you.
Keep board resolutions clear and consistent
If your company has multiple competing board resolutions appointing different law firms, the court will not choose which one is correct. That fight must be settled in the High Court. To avoid delays and added costs, ensure your board resolutions are properly passed and reflect the current, uncontested directors.
Company control disputes affect legal representation
If you are a shareholder or director in a company where control is disputed, the company’s lawyers may be changed by the court temporarily. This means you cannot be sure which law firm speaks for the company until the High Court decides who the real directors are. Your case may be delayed.
Frequently asked questions
#Can two law firms represent the same company in Kenya?+
No. The Supreme Court in this case confirmed that only one law firm can be on record for a party at any time. If a company wants to use more than one lawyer, the additional lawyers must be engaged as senior counsel led by the firm on record.
Who decides who controls a company in Kenya?+
The High Court decides factual disputes about who the valid directors of a company are. The Supreme Court will not decide those facts. In this case, the Supreme Court allowed a temporary lawyer for the company until the High Court determines the true directors.
Can the Supreme Court of Kenya decide a company directorship dispute?+
No. The Supreme Court's role is mainly to interpret the Constitution and hear appeals. It will not resolve factual disputes like who is a valid director. Those matters are for the High Court, which is the trial court with evidence-taking powers.
What happens if a company's board passes conflicting resolutions about lawyers in Kenya?+
The court will not enforce any particular resolution until the High Court decides which board members are the valid directors. In the meantime, the court may allow one firm to represent the company on an interim basis, as happened in this case.
Later judgments citing this (1)
#Judgments in the corpus that rely on this one. Where the Court said how it treated the authority, that is shown.
- Standard Chartered Financial Services Limited v Manchester Outfitters (Suiting Division) Limited Now Called King Woolen Mills Limited & 2 others[2025] KESC 39 (KLR)30 May 2025followed
Cite this brief
#Cite this brief
Caselaw, "Manchester Outfitters (Suiting Division) Limited (Now Known as King Woollen Mills Limited) & another v Standard Chartered Financial Services Limited & 2 others", Case Analysis (2017). Petition 6 of 2016. Source: https://new.kenyalaw.orghttps://new.kenyalaw.org/akn/ke/judgment/kesc/2017/51/eng@2017-06-13
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.