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 directors appearing on the Company's CR12 lacked the capacity to instruct counsel on behalf of the Company. 2. The appeal raises a narrow but recurring question: whether a subordinate court, in determining who is entitled to represent Embakasi Ranching Company Limited in a suit before it, may rely upon and give efiect to the interim orders issued by the High Court in Milimani HCCC No. E096 of 2019 (Nzioka, J.) regulating the Company's directorship pending the hearing and determination of that suit, together with the trial court's own earlier ruling in Milimani MCELC No. E453 of 2024 in which those interim orders were construed. Background 3. The dispute in the lower court arises from Milimani MCELC No. E312 of 2025, in which the 1st Respondent, Robert Gachuhi Nduati, sued the 2nd Respondent and the Appellant. The 1st Respondent claims as administrator ad litem and beneficiary of the Estate of Lawrence Nduati (deceased), said to have been a shareholder of the Appellant Company under share certificate No. 267, contending that the estate's parcels known as L.R. No. Nairobi/Block 136/15038 and L.R. No. Nairobi/Block 136/15039 in Ruai were illegally and irregularly allocated and transferred in breach of section 37 of the Land Registration Act, 2012, with particulars of fraud pleaded against both defendants. 4. The firm of M/s Belinda Otieno & Co. Advocates entered appearance and filed pleadings for the 2nd defendant (the Appellant) on the strength of a Board Resolution dated 25th February 2025 said to have been passed by the directors refiected on the Company's CR12. An application was thereafter taken out, supported by the afidavit of Walter Kigera Waireri, seeking to strike out all the pleadings filed by M/s Belinda Otieno & Co. Advocates on the ground that the firm was irregularly on record. The application was premised on the contention that the directorship of the Appellant is the subject of a pending dispute in Milimani HCCC No. E096 of 2019; that by orders of Nzioka, J. the status quo as to directorship was preserved pending the determination of that suit; and that the directors appearing on the CR12 were, in consequence, precluded from exercising the powers of the ofice, including the instruction of advocates. 5. In opposition, Joseph Kanani, who describes himself as a director and the Legal Afiairs Director of the Appellant, swore a replying afidavit asserting that M/s Belinda Otieno & Co. Advocates had been validly and lawfully appointed by the bona fide directors refiected on the current CR12, and that the rival faction instructing the firm of M/s Ngata Kamau & Co. Advocates lacked the standing to represent the Company. 6. By the impugned ruling, the trial court adopted its own earlier ruling delivered on 10th July 2025 in Milimani MCELC No. E453 of 2024 (Solomon Githuki Kirika v Embakasi Ranching Company Ltd & Another). In that earlier ruling, the trial court had traced the interim orders of Nzioka, J. of 31st July 2019 maintaining the status quo such that the directors then in ofice remain in ofice and the persons indicated on the CR12 (as registered on 5th July 2019) not assume ofice pending determination of HCCC No. E096 of 2019 and the subsequent interpretations of those orders by the High Court, including the rulings of Chepkwony, J., of Njoki Mwangi, J. dated 28th July 2023, and of Mbugua, J. in Nairobi ELC No. E221 of 2023, to the efiect that the directors whose names appear on the CR12 https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 2

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have no mandate to give instructions in respect of the Company's legal representation pending the determination of the directorship dispute. The relevant order of Nzioka, J. provided: “ THAT in the meantime status quo on the ground being that the directors in the ofice remain in the ofice and the ones indicated on the C12 form as directors remain as such.” 7. Applying that interpretation, the trial court found that M/s Belinda Otieno & Co. Advocates, having been instructed by the directors on the CR12, was not properly on record for the Appellant, allowed the application, expunged the firm's pleadings, and made no order as to costs. It is that ruling which is the subject of this appeal. The Appeal 8. By a Memorandum of Appeal lodged on 18th December 2025 (the appeal being brought with leave under section 79G of the Civil Procedure Act), the Appellant assails the ruling on grounds which, distilled, are: that the learned magistrate erred in law and in fact by relying on her earlier ruling in MCELC No. E453 of 2024 and on the interim orders of Nzioka, J. in HCCC No. E096 of 2019 to determine the question of representation in MCELC No. E312 of 2025; that the said interim orders were limited to the regulation of representation in HCCC No. E096 of 2019 and could not bind unrelated proceedings; that a litigant served with summons is entitled, under Article 50 of the Constitution, to appoint counsel of its choice and to respond, failing which it risks default; that the ruling unjustifiably restricted the Company's right of access to justice; and that the cumulative efiect of the ruling has been to bar the Appellant from appointing advocates in the present and in future matters, the same reasoning having since been deployed in MCELC No. E385 of 2025. 9. The Appellant prays, in its Memorandum, for an order that it be deemed to have a right to appoint any firm of advocates of its choice when served with court summons, and for such further orders as the Court deems just; and, by its written submissions, that the appeal be allowed with costs and the ruling of the learned magistrate set aside. The Appellant's Submissions 10. At the outset of its written submissions, the Appellant corrects a clerical reference, clarifying that the earlier ruling relied upon by the trial court is MCELC No. E453 of 2024 (and not E453 of 2025 as appeared in places in the proceedings), and urges that the error be treated as a slip not afiecting the substance of the appeal. The Appellant frames two issues for determination: first, whether the learned magistrate erred in law and fact by relying on MCELC No. E453 of 2024 and the interim orders in HCCC No. E096 of 2019 to determine representation in MCELC No. E312 of 2025; and secondly, whether the learned magistrate erred in striking out the Appellant's advocates and thereby limiting the Appellant's right to legal representation and access to justice. 11. On the first issue, the Appellant submits that the trial court was bound to determine the question of representation strictly on the pleadings, evidence and law applicable to MCELC No. E312 of 2025, but instead elevated interlocutory findings made in separate proceedings into a binding determination of corporate authority and directorship. It contends that interlocutory orders are provisional in nature and are designed only to preserve the status quo or regulate proceedings pending final adjudication, relying on Shah v Shah [1982] KLR 95, and that each suit must be determined on its own pleadings and issues under Order 2 Rule 3 of the Civil Procedure Rules. It further relies on Jasbir Singh Rai & 3 Others v Tarlochan Singh Rai & 4 Others [2014] eKLR, Independent Electoral and Boundaries Commission v Maina Kiai & 5 Others [2017] eKLR, Fredrick Odhiambo Oyugi v Orange Democratic Movement & 3 Others [2018] eKLR, and Co-operative Bank of Kenya Limited v Banking Insurance https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 3

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& Finance Union (Kenya) [2017] eKLR, for the propositions that judicial authority is exercised within the boundaries of the dispute before the court, that findings in one suit cannot mechanically govern another, and that courts should not finally determine contested rights on the basis of provisional interlocutory findings. 12. The Appellant also submits that the persons appearing on the Company's CR12 are, in law, presumed to be the directors of the Company unless and until the register is rectified or a competent court determines otherwise, the CR12 constituting prima facie evidence of the directorship and shareholding of the Company (relying on Matiku Enterprises Limited v William Nderitu Murage and on the separate legal personality of the Company under section 19 of the Companies Act, 2015, and Bugerere Cofiee Growers Ltd v Sebaduka & Another [1970] EA 147). It argues that, the Company having been sued and served, the Civil Procedure Rules contemplate that it shall enter appearance and file a defence (Order 6 Rule 1 and Order 7 Rule 1), and that the efiect of the impugned ruling was not that the Company lacked representation but that the trial court erred in expunging the counsel instructed by the CR12 directors while recognising a faction not even served with summons as entitled to represent the Company, contrary to Samuel Kamau Macharia & Another v Kenya Commercial Bank Ltd & 2 Others [2012] eKLR. 13. On the second issue, the Appellant submits that Articles 48, 50(1), 25(c) and 159(2)(d) of the Constitution secure access to justice and the right to a fair hearing, of which representation by counsel forms an important component, relying on Kenya Tea Growers Association & Another v Kenya Planters & Agricultural Workers Union [2012] eKLR, Law Society of Kenya v Attorney General & Another [2019] eKLR, and Raila Odinga & 5 Others v Independent Electoral and Boundaries Commission & 3 Others [2013] eKLR. It contends that, by striking out the counsel instructed by the persons on the CR12 and recognising a rival faction as exclusively entitled to represent the Company, the trial court resolved a live corporate-governance dispute without a substantive hearing and contrary to the overriding objective under sections 1A and 1B of the Civil Procedure Act, and prays that the appeal be allowed with costs and the ruling set aside. The Respondents’ and Interested party’s submissions 14. Following the lodging of the appeal, three sets of written submissions were filed. The 2nd Respondent (Pauline Mbeneka Mutua) filed submissions dated 19th June 2026 through M/s Fiona Khalayi Law Advocates. The Interested Party (Embakasi Ranching Company Limited, suing in Milimani HCCC No. E096 of 2019 through the directors then in ofice) filed submissions dated 22nd June 2026 through M/s Ngata Kamau & Co. Advocates. The 1st Respondent (Robert Gachuhi Nduati) filed submissions dated 23rd June 2026 through M/s Njeri Kagiri Advocates. The 2nd Respondent and the Interested Party oppose the appeal and support the impugned ruling; the 1st Respondent, by contrast, supports the appeal, while expressly disavowing support for any rival faction claiming management, directorship or control of the Company. (i) The 1st Respondent 15. By his submissions dated 23rd June 2026, the 1st Respondent supports the appeal, while expressly disavowing support for any rival faction. His position is founded on jurisdiction, fair hearing, procedural justice, the doctrine of sub judice, the overriding objective and the constitutional preference for determination on the merits. The central question, as he frames it, is whether the learned magistrate, having acknowledged that the directorship dispute remained unresolved and pending before the High Court, could properly determine questions of authority and representation arising from that very dispute and thereafter expunge the Appellant’s memorandum of appearance, defence and other pleadings. He submits that, once the trial court recognised the dispute as pending before a superior https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 4

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court, judicial restraint required it to refrain from findings whose efiect would be to determine that dispute; that section 6 of the Civil Procedure Act codifies the doctrine of sub judice; and that the determination exposed the parties to the very risk of multiplicity and confiicting decisions the doctrine seeks to avoid, relying on Kenya National Commission on Human Rights v Attorney General; Independent Electoral and Boundaries Commission & 16 Others, Supreme Court Petition No. 1 of 2017. 16. He submits further that the impugned ruling was founded on interim and preservatory orders which are provisional and ought not to be treated as final determinations of substantive rights, citing Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd [1989] KLR 1 and Samuel Kamau Macharia & Another v Kenya Commercial Bank Ltd & 2 Others [2012] eKLR; that striking out is a drastic remedy to be employed only in the clearest of cases and as a last resort, relying on D.T. Dobie & Company (Kenya) Ltd v Muchina [1982] KLR 1 and Crescent Construction Co. Ltd v Delphis Bank Ltd [2007] eKLR; and that appellate interference is warranted where discretion is exercised on wrong principles or produces a plainly unjust result, citing Mbogo & Another v Shah [1968] EA 93. He invokes Articles 48, 50(1), 25(c) and 159(2)(d) of the Constitution and sections 1A and 1B of the Civil Procedure Act, relying on Richard Ncharpi Leiyagu v Independent Electoral and Boundaries Commission & 2 Others [2013] eKLR and Mbaki & Others v Macharia & Another [2005] 2 EA 206. He prays that the appeal be allowed; that the rulings of 10th July 2025 and 30th October 2025 be set aside; that the Appellant’s pleadings be reinstated; that the substantive suit proceed to hearing on its merits; and that costs be in the cause. (ii) The 2nd Respondent 17. By her submissions dated 19th June 2026, the 2nd Respondent opposes the appeal and supports the ruling of 30th October 2025. She submits that a company, being an artificial person, can act only through duly authorised organs, and that the authority to conduct litigation on its behalf must emanate from a valid corporate resolution or from persons lawfully vested with authority to act. The directorship of the Company being the subject of the pending suit in Milimani HCCC No. E096 of 2019, in which the High Court issued orders preserving the status quo, the persons appearing on the impugned CR12 were, she contends, restrained from exercising directorial powers, so that their purported instructions to M/s Belinda Otieno & Co. Advocates were devoid of legal foundation and incapable of conferring a valid retainer. A CR12, she urges, is merely prima facie evidence of the particulars it contains, and is neither conclusive nor immune from displacement where those entries are themselves in dispute or are afiected by subsisting court orders, relying on Maina & Onsare Partners Advocates v Kenpark Holdings Limited [2026] KEHC 686 (KLR) and Republic v Registrar of Companies; Ex Parte Ahmed Chege Gikera [2016] eKLR. 18. On jurisdiction, the 2nd Respondent submits that the learned magistrate did not determine the directorship dispute, nor vary, review or interpret any order of the High Court, but merely gave efiect to subsisting orders of a superior court, which bind all persons and subordinate courts until set aside, varied or vacated, relying on Republic v Registrar of Companies; Ex Parte Githunguri Ranching Company Limited [2018] eKLR and Emfil Limited v Registrar of Companies & Another [2014] eKLR. Her reliance on the earlier ruling (referred to in her submissions as MCELC No. E453 of 2025) is defended as an exercise in judicial consistency on substantially similar facts. As to the constitutional grounds, she submits that the right to representation does not extend to representation procured through unauthorised acts, and that the Company was not shut out of the seat of justice but merely required to be represented by advocates duly instructed, relying on Chemelil Sugar Company FC Limited v Nick Mwendwa & 22 Others [2020] eKLR. She prays that the appeal be dismissed in its entirety with costs to the 2nd Respondent. https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 5

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(iii) The Interested Party 19. By its submissions dated 22nd June 2026, the Interested Party also opposes the appeal. It submits that the gist of the matter is the lawful representation of the Company, there being two rival groups of directors each instructing advocates, and that the striking out of pleadings filed by the group appearing on the CR12 in several matters is what has given rise to this appeal. It traces the interim orders of Nzioka, J. of 30th July 2019 in Milimani HCCC No. E096 of 2019 in particular the order that the directors then in ofice remain in ofice and those indicated on the CR12 remain as such pending the hearing and determination of that suit and identifies the directors then in ofice (the Interested Party, instructing M/s Ngata Kamau & Co. Advocates) and the persons on the CR12 (the Appellant faction, instructing M/s Belinda Otieno & Co. Advocates). Invoking the rule in Foss v Harbottle (1843) 2 Hare 461; 67 ER 189 and the principle in Shah v Shah [1982] KLR 95 that interlocutory orders preserve the status quo pending final determination, it contends that, the suit not having been finally determined, those orders remain in force and the CR12 directors have no capacity to act for the Company. 20. The Interested Party further submits that, in substance, the Appellant seeks to have this Court sit on an indirect review of the unappealed orders of 30th July 2019, leave to appeal against which was declined by the Court of Appeal on account of inordinate delay; that the Registrar of Companies and the persons on the CR12 are defendants in HCCC No. E096 of 2019 who were restrained from transacting the day-to-day business of the Company; and that to permit both groups to act for the Company would subject it to chaos and confiicting decisions, contrary to the very purpose of the interim orders, which it submits give efiect to the rule in Foss v Harbottle. It prays that the appeal be dismissed with costs. The Court observes that the Interested Party’s contention as to the want of capacity of the CR12 faction bears directly upon the preliminary question of competence considered below. Analysis and Determination 21. This being a first appeal, the Court is under a duty to reconsider the material that was before the trial court and to arrive at its own conclusion, while bearing in mind that the trial court determined the matter on afidavit evidence and questions of law (Selle & Another v Associated Motor Boat Co. Ltd & Others [1968] EA 123). The questions raised are essentially questions of law and procedure, on which this Court is in as good a position as the trial court to form a view. The following issues arise for determination; Whether the appeal is competent before this court, whether the trial court erred in relying on MCELC No. E453 of 2024 and in the interim orders in HCCC No. E096 of 2019, whether the trial court ofiended the doctrine of sub judice, wrongly extended the High Court’s interim orders or improperly exercised its discretion to strike out and whether the striking out of the Appellant’s Advocates infringed its right to representation and access to justice. (i) Preliminary matter; competence of the appeal 22. Before turning to the grounds, the Court is alive to a threshold question, now squarely raised by the Interested Party, namely whether this appeal is competently before the Court. The appeal is brought in the name of the Company “through the Directors listed on the CR 12”, on the instructions of the very firm, and the very faction, whose authority to instruct counsel for the Company is the subject of the impugned ruling and of the pending High Court proceedings. If, as the trial court held, the CR12 directors presently lack the capacity to instruct counsel for the Company, a question arises whether they may validly institute and prosecute this appeal in the Company’s name. The Interested Party, in its submissions of 22nd June 2026, presses precisely this point, while the 1st Respondent (who supports the appeal) does not address it. The Court has considered whether to dispose of the appeal https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 6

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on this preliminary ground alone, and declines to do so. To strike out the appeal on the footing that the CR12 directors lack capacity to instruct counsel would be to invoke, as the reason for refusing to entertain the appeal, the very conclusion the appeal seeks to impugn; and it would deny the Appellant a determination, on the merits, of a question of evident practical importance to it. Consistently with the constitutional preference for the resolution of disputes on their substance (Article 159(2)(d) of the Constitution and sections 1A and 1B of the Civil Procedure Act), the Court will assume, in the Appellant’s favour and without deciding the point, that the appeal is competently before it, and will determine it on its merits. (ii) Whether the trial court erred in relying on MCELC No. E453 of 2024 and the interim orders in HCCC No. E096 of 2019 23. The Appellant's statement of principle that interlocutory orders are provisional and do not finally determine the substantive rights of the parties is, as a general proposition, beyond contest, and the authorities cited support it. The dificulty is that the proposition does not carry the Appellant's case as far as it is asked to, for two reasons. 24. First, the trial court did not purport to determine, finally, the directorship dispute. It expressly recognised that the dispute remains pending before the High Court in HCCC No. E096 of 2019. What it determined was the limited and interlocutory question of which organ of the Company was, for the time being and pending that determination, entitled to instruct counsel in the suit before it. That is precisely the question which the High Court had already addressed by its subsisting interim orders. The trial court did no more than give efiect to those orders; it did not transform them into a final adjudication of directorship. 25. Secondly, and more fundamentally, the authority of a company's board to instruct advocates is a single and indivisible incident of corporate governance; it is not a licence that exists difierently from one suit to another. Where the High Court has, by interim orders, regulated who may exercise the powers of the directors pending the resolution of a directorship dispute, that regulation attaches to the governance of the company and follows the company into whatever forum it litigates. It would be incongruous, and a sure source of confiicting decisions, if the same company could be validly represented by one faction's advocates in one court and by the rival faction's advocates in another court on the same day. The orderly administration of justice does not admit of such a result. 26. It follows that a subordinate court is bound to respect, and may not act so as to undermine or circumvent, the subsisting orders of the High Court. The interim orders of Nzioka, J. of 31st July 2019, as interpreted by Chepkwony, J., by Njoki Mwangi, J. on 28th July 2023, and by Mbugua, J. in Nairobi ELC No. E221 of 2023, have not been set aside, varied, stayed or appealed. The trial court was not only entitled but obliged to give efiect to them. To have permitted the CR12 directors to instruct counsel in MCELC No. E312 of 2025 would have been to permit, in the magistrate's court, precisely what the High Court had restrained pending the determination of HCCC No. E096 of 2019. 27. The characterisation of the Nzioka, J. orders as orders “in rem”, or as orders confined to the conduct of HCCC No. E096 of 2019 alone, is, with respect, misconceived. Whatever label is attached, those orders regulate the Company's corporate authority pending trial; they are not spent upon the closing of a single file, and their evident purpose to preserve the position of the contending factions pending a determination of who lawfully controls the Company would be defeated if either faction could exercise the very powers in dispute simply by litigating elsewhere. 28. As to the CR12 as prima facie evidence of directorship, the proposition is correct so far as it goes: the records of the Registrar of Companies are prima facie evidence of the particulars they contain. But a https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 7

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prima facie presumption is rebuttable, and here it is precisely the directorship refiected on the successive CR12s that is impugned and is the subject of the pending High Court suit. The interim orders qualify, for the time being and to the limited extent of the exercise of directorial powers, the authority that the register would otherwise be taken to evidence. The trial court's reliance on the register was not, in these circumstances, displaced by the Appellant's submissions. In the result, ground (b) is not made out. (iii) Whether the trial court ofiended the doctrine of sub judice, wrongly extended the High Court’s interim orders, or improperly exercised its discretion to strike out 29. The 1st Respondent’s submissions, though supportive of the appeal, raise a contention not separately advanced by the Appellant, namely that the trial court ofiended the doctrine of sub judice codified in section 6 of the Civil Procedure Act by determining a matter substantially in issue in HCCC No. E096 of 2019. The Court accepts, with the 1st Respondent, that the doctrine guards against multiplicity of proceedings and confiicting decisions and protects the integrity of the judicial process as was stated in the case of Kenya National Commission on Human Rights v Attorney General; IEBC & 16 Others, Supreme Court Petition No. 1 of 2017. Section 6, however, stays the trial of a suit in which the matter in issue is also directly and substantially in issue in a previously instituted suit; it does not forbid a court from ascertaining, for the limited purpose of regulating the proceedings before it, who is presently authorised to instruct counsel for a corporate litigant. Far from usurping the function of the High Court, the trial court declined to make any finding on the substantive directorship and confined itself to giving efiect to the High Court’s own subsisting orders. To have done otherwise to have permitted the CR12 faction to litigate, in the magistrate’s court, the very authority that the High Court had restrained would have produced precisely the confiicting outcome the doctrine seeks to prevent. 30. Nor, in the Court’s provisional view, did the trial court convert provisional findings into a final determination of rights. The authorities the 1st Respondent invokes Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd and Samuel Kamau Macharia v Kenya Commercial Bank Ltd establish that jurisdiction is everything and that a court may not arrogate to itself powers it does not possess; they do not assist a party seeking to act in defiance of subsisting orders of a superior court. The interim orders of Nzioka, J. were not treated as a final adjudication of directorship; they were treated as what they are, namely binding orders regulating the Company’s governance pending trial, which the trial court was obliged to respect, and the binding force of which the opposing parties support by reference to Republic v Registrar of Companies; Ex Parte Githunguri Ranching Company Limited and Emfil Limited v Registrar of Companies & Another cases. 31. As to the contention that striking out is a drastic remedy to be reserved for the clearest of cases and that appellate interference is warranted where discretion miscarries, the principles are not in doubt. Their application here, however, is attenuated. What the trial court expunged was not a pleading defective in its substance but pleadings filed by counsel who, on the subsisting orders of the High Court, lacked instructions capable of binding the Company. Where the very authority to place the pleadings on the record is wanting, their expunction is not the disproportionate termination of a viable defence but the necessary consequence of an absence of valid instructions, the Company remaining at liberty to be represented by counsel duly instructed by the faction recognised pending HCCC No. E096 of 2019. On the material presently before it, the Court is not persuaded that the discretion miscarried. These grounds, advanced principally by the 1st Respondent, accordingly fail. (iv) Whether the striking out of the Appellant’s advocates infringed its right to representation and access to justice 32. Articles 48 and 50(1) of the Constitution, reinforced by Articles 25(c) and 159(2)(d), guarantee access to justice and the right to a fair hearing, and the right to representation by counsel is an important https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 8

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component of a fair hearing. The Court does not doubt these principles or the weight of the authorities cited by the Appellant. 33. These rights, however, are the rights of the Company as litigant. The complaint here is not that the Company was denied representation; it is that the Company was denied representation by a particular faction's chosen advocates. The right to counsel of one's choice presupposes a valid choice, made by an organ competent to make it on the litigant's behalf. Where, pending the resolution of a directorship dispute, the High Court has regulated which faction may for the time being exercise the powers of the Company, the constitutional right to counsel of choice cannot be invoked by the faction whose authority is, on those subsisting orders, held in suspense. To hold otherwise would be to permit a constitutional guarantee to be deployed so as to defeat subsisting court orders regulating corporate authority, which is not what Articles 48 and 50 contemplate. 34. Nor was the Company shut out of the seat of justice. On the trial court's findings it remained capable of representation through counsel instructed by the faction recognised by the High Court pending HCCC No. E096 of 2019. The overriding objective in sections 1A and 1B of the Civil Procedure Act, and Article 159(2)(d), do not assist the Appellant: giving efiect to subsisting High Court orders, and avoiding confiicting representation of the same company in difierent courts, is itself in the service of the just, proportionate and orderly determination of disputes. This ground also fails. Disposition 35. Drawing the threads together, and having reconsidered the record as a first appellate court is required to do, the Court has assumed, without deciding, that the appeal is competently before it, and has examined each of the grounds advanced. None has been made out. The trial court did not determine the directorship dispute, which remains pending before the High Court in HCCC No. E096 of 2019; it did no more than give efiect to the subsisting interim orders of that Court, as authoritatively interpreted, regulating which faction may for the time being exercise the powers of the Company, including the instruction of advocates. In so doing the trial court neither ofiended the doctrine of sub judice, nor wrongly enlarged the efiect of the interlocutory orders, nor exercised its discretion upon wrong principles, nor infringed the Company’s right to a fair hearing or to access to justice. It follows that the appeal must fail. The prayers of the 1st Respondent, who supported the appeal, fall away with that conclusion, and the prayers of the 2nd Respondent and of the Interested Party, that the appeal be dismissed, are well founded. Final orders Accordingly, and for the reasons set out above, the Court makes the following orders: (i) The appeal is dismissed. (ii) The ruling of the trial court delivered on 30th October 2025 in Milimani MCELC No. E312 of 2025 is upheld. (iii) 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. (iv) Each party shall bear its own costs of the appeal. DATED, SIGNED AND DELIVERED VIRTUALLY THIS 30TH DAY OF JUNE 2026. https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 9

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E.K. WABWOTO JUDGE In the presence of: Ms. Achieng for the Appellant Ms. Kagiri for the 1st Respondent Ms. Khalayi for the 2nd Respondent N/A for the Interested party. Court Assistant; Joseph Letisia. https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3940/eng@2026-06-30 10

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