Njora v Letshego Kenya Ltd

for the new role. According to the Claimant, she communicated these concerns through letters dated 18th March 2025 and 14th April 2025, but the Respondent failed to respond. She states that she remained in limbo until 19 th May 2025, when she received a letter dated 16th May 2025 directing her to report to the Collections Department in accordance with the transfer letter, without any response to the issues she had raised concerning her suitability for the role. 3. The Claimant further maintains that the Respondent did not notify her of any change to her job description. In her view, the Respondent thereby unlawfully varied the terms of her contract of employment in contravention of Sections 10(5) and 13 of the Employment Act, as well as the Respondent's Human Resource Policy and Compliance and Risk Policy. It is the Claimant’s position that the transfer and alteration of her job description were not undertaken for a bona fide operational purpose but were instead actuated by an ulterior motive. 4. It is on the basis of the foregoing averments that the Claimant seeks the following reliefs against the Respondent: a) A declaration that the decision by the Respondent to transfer the Claimant and change her job description vide the letter dated 17 th March 2024 is opaque, egregious, clandestine, capricious, whimsical, arbitrary, unfair, unlawful and contrary to Articles 2

page 2 of 28

41,47, and 50(1) of the Constitution of Kenya, 2010 and sections 10(5) and 13 of the Employment Act. b) A declaration that the Respondent’s actions against the Claimant amounted to unfair labour practices and are in breach of the Claimant’s contract of employment. c) An order that the decision to transfer the Claimant and to change her job description is hereby quashed and set aside. d) Permanent injunction prohibiting/restraining the Respondent either by itself, employees, servants and/or agents from intimidating, harassing or interfering with the Claimant in relation to her duties as the Respondent’s legal business partner. e) Permanent injunction restraining the Respondent either by itself, employees, servants and/or agents from transferring the Claimant to the Collections Department as a Collections Officer or otherwise in any other manner replacing the Claimant in her position as the Legal Business Partner of the Respondent. f) General damages for constitutional violations. g) Costs of this suit with interest at court rates. h) The Honourable Court do issue any other orders and give such directions as it may deem fit to meet the ends of justice. 3

page 3 of 28

5. In response to the Statement of Claim, the Respondent filed a Memorandum of Reply dated 18th September 2025 denying the Claimant's allegations. The Respondent contends that the Claimant's contract of employment expressly required her to perform such duties as may be assigned by management, including tasks falling outside her job description. 6. According to the Respondent, debt collection and recovery formed part of the Claimant's critical deliverables, core accountabilities and responsibilities. The Respondent further avers that the Claimant had acknowledged and executed various internal policies, including the Resourcing Policy, which provides for the placement and transfer of staff to advance the Respondent's strategic objectives. 7. The Respondent asserts that, following an assessment of its business operations, it identified a significant risk arising from non-performing loans in excess of Kshs. 2 billion. It avers that the resulting financial exposure had adversely impacted its revenue, thereby necessitating a strategic focus towards aggressive recovery of all outstanding loans. Consequently, it mobilised employees from various departments, including Information Technology, Finance, Customer Service, Credit, Legal and Operations, to support the recovery exercise. 4

page 4 of 28

8. It is the Respondent’s assertion that before effecting the temporary internal transfers, it convened a meeting on 17th March 2025 during which the proposed redeployments were discussed with the affected employees, including the Claimant. The Respondent maintains that it was expressly communicated during the meeting that the transfers would be temporary and would not affect the employees' remuneration, benefits or any other contractual terms. 9. The Respondent further states that the Claimant was temporarily redeployed from the Legal Department to the Collections Department within the same workstation as part of the organisational response to the collections challenge. 10.The Respondent therefore maintains that the Claimant was duly consulted before the transfer was effected and denies that the transfer was unlawful, unfair, illegal or a nullity. Accordingly, the Respondent has urged the Court to dismiss the Claimant's claim with costs. 11.Upon service of the Memorandum of Reply, the Claimant filed a Reply dated 8th October 2025, disputing the Respondent's assertions. She denies that her contract of employment required her to perform duties unrelated to her designated role. 5

page 5 of 28

12.The Claimant further contends that her transfer to the Collections Department was actuated by malice rather than any genuine staff mobilisation exercise. She denies that any consultative meeting was held on 17th March 2025 and maintains that she first became aware of the transfer upon being served with the transfer letter. 13.It is pertinent to note that, in a Ruling delivered on 27 th June 2025, this Court allowed the Claimant's Notice of Motion and issued a conservatory order suspending the implementation of the letter dated 17th March 2025 transferring the Claimant from the Legal Department to the Collections Department as a Collections Officer, pending the hearing and determination of the main suit. 14.The suit subsequently proceeded for hearing on 21 st January 2026, with both parties calling oral evidence in support of their respective cases. Claimant’s Case 15.The Claimant testified in support of her case as CW1. At the outset, she adopted her witness statement to constitute her evidence in chief. She further produced the documents filed on her behalf as exhibits before the Court. 16.It was the Claimant's testimony that on 19th March 2025, meetings were held between the Head of Risk and Compliance and her direct reports, namely the 6

page 6 of 28

Legal Officer and the Security Perfection Officer, during which they were informed of the change in her role and the corresponding revision of their reporting lines. 17.She further testified that following her transfer, her line manager ceased communicating with her, deliberately avoided engaging with her, and reassigned her responsibilities to the Legal Officer without prior notice or consultation. 18.The Claimant further stated that on 28 th March 2025, during a meeting, her line manager acted unprofessionally by repeatedly interrupting her, raising his voice, declining to address the concerns raised in her letter dated 18 th March 2025, and ultimately walking out of the meeting without resolving the issues she had raised. 19.She further testified that, on 4th April 2025, she wrote to her line manager seeking clarification on whether her KPIs and OKRs would be aligned with the position of Legal Business Partner or that of Collections Officer. 20.According to the Claimant, since the impugned transfer, the Respondent has subjected her to unfair treatment, which she particularized as follows: 7

page 7 of 28

a) On 7th April 2025, the Entire Risk and Compliance Department was invited to an OKR training session with the Respondent’s counterparts and she was required to attend the meeting without an explanation or clarification on her role. On the same date, she was informed that the Chief Executive Officer had directed that her name be removed from internal documents and replaced with the legal officer’s name prior to his execution. b) On 8th April 2025, signing mandates for legal and litigation matters were implicitly removed from her responsibilities as the Respondent’s Legal Business Partner. All key matters she had been handling were reassigned to the legal officer. c) In preparation for the 27th March 2025 Board meeting, her line manager excluded her from discussions regarding execution of frameworks she had been working on and instead, he sought the input of the legal officer who had limited knowledge. 21.The Claimant further testified that, by a letter dated 14 th April 2025 addressed to the Chief Executive Officer, she sought clarification regarding the transfer and raised concerns about the manner in which she was being treated. 8

page 8 of 28

22.According to the Claimant, she remained in limbo until 19 th May 2025, when she received a letter dated 16th May 2025 directing her to report immediately to the Collections Department in accordance with the transfer letter. She contended that the said letter failed to address her concerns regarding her suitability for the new role. 23.She further testified that on 15th April 2025, her line manager insisted that she sign the Compliance Oversight Committee Terms of Reference despite the uncertainty surrounding her role remaining unresolved. 24.The Claimant further stated that on 16 th April 2025, her line manager convened a departmental meeting attended by all staff from the Legal and Risk Departments, but she was excluded from the meeting. According to her, departmental matters, including leave schedules, were discussed in her absence. 25.It was the Claimant's further testimony that the directive contained in the letter dated 16th May 2025 was inconsistent with the Respondent's assertion that the transfer was occasioned by a reduced workload. In her view, the Respondent's actions demonstrated an intention to force her out of employment by replacing her with the Legal Officer, whom she described as her junior. 9

page 9 of 28

26.The Claimant further testified that although the Respondent maintained that the transfer was temporary and formed part of a three-month staff mobilisation campaign involving employees from various departments, only two (2) officers from the Legal Department, herself and one other employee, received formal transfer letters. She viewed this as selective deployment that was discriminatory and unfair. 27.She further averred that the Respondent's Human Resource Policy provides for employee onboarding and induction. However, despite being expected to assume the duties of a Collections Officer and immediately deliver results, she was not provided with any formal induction or training for the role. 28.The Claimant further testified that the minimum qualifications for the position of Legal Business Partner include a Bachelor of Laws degree from a recognised university, whereas, to the best of her knowledge, the position of Collections Officer requires qualifications in Risk Management, Finance, Business Administration or Economics, together with experience in debt collection within the financial services sector. 29.She stated that, as an Advocate of the High Court of Kenya, her professional qualifications were suited to her position as a Legal Business Partner and not to the role of Collections Officer. She further contended that the transfer 10

page 10 of 28

contravened Clause 4.2.2.8.1 of the Respondent's Compliance and Legal Risk Policy. 30.The Claimant further testified that the transfer fundamentally altered her job description, yet no written variation of her terms of employment or revised job description was ever issued to her. 31.It was therefore the Claimant's position that the Respondent's decision to transfer her from the Legal Department to the Collections Department as a Collections Officer amounted to an unfair labour practice and constituted a breach of her contract of employment. Respondent’s Case 32.The Respondent called oral evidence through Irshad Muttur, who testified as RW1. Mr. Muttur identified himself as the Respondent's Head of Operations and Information Technology. Similarly, he adopted his witness statement to constitute his evidence in chief. He further produced the documents filed on behalf of the Respondent as exhibits before the Court. 33.RW1 testified that, contrary to her obligations under her contract of employment and the Respondent's Resourcing Policy, the Claimant declined to comply with the directive transferring her to the Collections Department. He 11

page 11 of 28

further stated that, by a letter dated 16th May 2025, the Respondent clarified to the Claimant that the transfer was temporary and would subsist for a period of three (3) months, from 17th March 2025 to June 2025. 34.RW1 averred that notwithstanding the clarification provided, the Claimant declined to report to the Collections Department and instead instituted the present proceedings. 35.RW1 denied the Claimant's assertion that the transfer was targeted at her or that it was effected in breach of her contract of employment or the Respondent's Resourcing Policy. He maintained that the transfer was justified for the following reasons: a) The departmental transfer was triggered by the substantial volume of non-performing loans which necessitated an urgent strategic focus towards aggressive campaign recovery. b) The transfer was across all departments including IT, Finance, Customer Service, Credit, Legal and Operations. c) The Claimant’s contract provided that she would perform tasks as directed by the Respondent which may not directly relate to her primary job description. 12

page 12 of 28

d) The Claimant is familiar with collection functions as the legal department is actively involved in debt recoveries. That further, she was the secretary of the Portfolio Quality Review Committee (PQR) which conducts monthly in-depth reviews of the loan book health and collection strategies and performance. e) The Respondent’s resourcing policy explicitly allows for departmental transfers including short-term periods. The Claimant’s transfer fell within this policy. f) The deployment of staff across departments was a reasonable and proportionate response to the revenue collection challenges that, if unattended to, could have led to the loss of more than 80 jobs. That the Respondent engaged the staff in good faith and supported them with any training that was necessary to fulfil the collection roles and maintained continuous communication. g) The Claimant was consulted during the meeting of 17 th March 2025 and was subsequently issued with the statement of even date confirming that save for the transfer, her terms and conditions of employment remained as per her employment contract. 36.RW1 further averred that throughout the three-month duration of the temporary transfer, the Claimant declined to comply with the directive. He maintained that 13

page 13 of 28

her refusal amounted to gross misconduct under the terms of her contract of employment. He added that, upon the expiry of the temporary assignment, the Claimant resumed her substantive duties in the Legal Department, thereby evidencing that the Respondent honoured its undertaking that the redeployment would last for only three (3) months. 37.In RW1’s view, the reliefs sought by the Claimant were untenable, contending that no legal basis had been established to warrant the Court's intervention in the Respondent's operational decisions or its management of the employment relationship between the parties. Submissions 38.It was submitted on behalf of the Claimant that her transfer was unlawful as it changed her job designation and altered her job description. It was further submitted that the transfer was effected without prior consultation with the Claimant and without due regard to her professional qualifications or career goals before the decision to transfer her was made. 39.Referencing the case of Nyagwa Meshack Onindo & 5 others v Teachers Service Commission & 2 others (2020) eKLR, it was submitted that the Claimant was not accorded due process prior to the transfer. 14

page 14 of 28

40.The Claimant stated in further submission that the concerns she raised were never addressed as she was directed to report to the Collections Department as per the transfer letter. It was further posited that the Claimant’s concerns ought to have been addressed through prior consultations before the transfer was effected. In support of this position, reliance was placed on the case of Henry Ochido v NGO Co-ordination Board (2015) eKLR. 41.It was further submitted that the Respondent disregarded Clause 4.2.2.8.1 of its Compliance and Legal Risk Policy as the Claimant had no training in the new role and her professional qualifications do not match with the collections role. 42.The Claimant further submitted that the transfer was done in total disregard of Section 10(5) of the Employment Act as the transfer changed her job description without her being provided with the particulars of this change as required under Section 13 of the Employment Act. 43.On the Respondent’s part, it was submitted that the management prerogative to deploy staff is not only embedded in case law but also the contract which recognises the employer's right to manage the business, including the assignment of work. In support of this position, reliance was placed on the cases of Mary Nyangasi Ratemo & 9 Others v Kenya Police Staff Sacco Limited & 15

page 15 of 28

Anor [2013] KEELRC 791 (KLR) and Dock Workers Union v Kenya Ports Authority [2015] eKLR. 44.It was further submitted that in the present case, the contractual basis for the transfer is unimpeachable as collections and recovery were expressly identified as part of the Claimant’s core accountabilities as the Respondent’s Legal Business Partner. 45.The Respondent further submitted that the Claimant's temporary redeployment did not amount to a demotion, as it neither reduced her salary nor altered her contractual benefits or entitlements, all of which were expressly preserved in writing. It was further submitted that the Claimant remained stationed at the same workplace and that the transfer was expressly intended to be temporary. 46.The Respondent further submitted that the Claimant was consulted prior to the transfer, contending that a consultative meeting was convened on 17 th March 2025. It was further argued that the Claimant's contract of employment expressly permitted the Respondent's management to assign her duties beyond those falling within her primary job description. 16

page 16 of 28

47.The Respondent further submitted that Section 10(5) of the Employment Act was not triggered, as the temporary redeployment did not result in any variation of the Claimant's contract of employment. 48.The Respondent further submitted that its Resourcing Policy, which the Claimant signed and thereby agreed to, expressly governs the placement and transfer of human capital to drive the Respondent's strategic objectives. The Respondent further contended that the collection duties and departmental transfers were always within the scope of the Claimant’s engagement. 49.The Respondent further submitted that the Claim had been overtaken by events, as the temporary transfer had lapsed before the Court delivered its Ruling on the interlocutory application. It was the Respondent’s position that there was no longer any live controversy requiring determination by the Court. Analysis and Determination 50.Having considered the pleadings, the evidence adduced by both parties and their respective submissions, the following issues are identified for determination: a) Whether the Respondent's decision to redesignate the Claimant from the position of Legal Business Partner in the Legal Department to 17

page 17 of 28

the position of Collections Officer, and to transfer her to the Collections Department, was lawful; and b) Whether the Claimant is entitled to the reliefs sought. Unlawful redesignation and transfer? 51.The central issue in this dispute is the Respondent's decision, conveyed through the letter dated 17th March 2024 (sic), to transfer the Claimant from the Legal Department to the Collections Department and redesignate her from Legal Business Partner to Collections Officer. 52.The Claimant contends that the said decision was unlawful, as it amounted to a breach of her contract of employment and contravened Sections 10(5) and 13 of the Employment Act. In this regard, she maintains that the transfer and redesignation were effected without prior consultation and resulted in a unilateral alteration of the terms and conditions of her employment. 53.The Respondent, on the other hand, disputes those assertions. It maintains that the Claimant was consulted before the transfer was effected and that her contract of employment expressly permitted management to assign her duties beyond those falling within her primary role. The Respondent further contends that the temporary redeployment did not occasion any variation of the 18

page 18 of 28

Claimant's contract of employment. In the Respondent’s view, there was nothing to change. 54.Section 10(5) of the Employment Act enjoins an employer to consult an employee before effecting any changes to the fundamental terms and conditions of the employee's contract of employment. The said statutory provision is couched as follows: (5) Where any matter stipulated in subsection (1) changes, the employer shall, in consultation with the employee, revise the contract to reflect the change and notify the employee of the change in writing. 55.The import of the foregoing provision is that the law contemplates that the terms and conditions stipulated in a contract of employment, including an employee's job description, duration of employment, place of work, hours of work, remuneration and other contractual benefits, may be varied where circumstances so require. 56.Such variations, however, cannot be effected unilaterally. The employer is required to consult the employee before implementing the changes and communicate the said changes in writing. 19

page 19 of 28

57.The preliminary issue for determination therefore is whether the Respondent's decision to redesignate the Claimant from the position of Legal Business Partner to that of Collections Officer vide the transfer letter dated 17 th March 2024(sic) amounted to a variation of the terms of her contract of employment, thereby requiring consultation under Section 10(5) of the Employment Act. 58.While the Respondent maintains that the Claimant's contract of employment remained unchanged, the evidence demonstrates that the impugned transfer entailed more than a mere redeployment exercised under the Respondent's managerial prerogative. 59.As is evident from the Claimant's contract of employment dated 25 th July 2022, she was specifically employed by the Respondent in the position of a Legal Business Partner. However, by the letter dated 17th March 2024 (sic), the Respondent not only transferred her from the Legal Department to the Collections Department but also redesignated her from her contractual position of Legal Business Partner to that of Collections Officer. 60.In that regard, the Court is unable to agree with the Respondent's contention that the transfer had no effect on the Claimant's contract of employment. This 20

page 20 of 28

was not a mere transfer of the Claimant from one department to another; it involved a change in the Claimant's contractual designation. 61.Having found that the impugned transfer affected the Claimant's contract of employment by altering her designation, the next issue for determination is whether the Respondent complied with the requirements of Section 10(5) of the Employment Act by consulting the Claimant before effecting the change. 62.It is notable that in her letter dated 18th March 2025, the Claimant stated that, during a meeting held on 14th March 2025, the Head of Risk and Compliance informed members of the Risk and Compliance Team that the Respondent would be undertaking a three-month collections campaign. 63.In the same letter, the Claimant acknowledged that a further short meeting was convened on 17th March 2025, attended by the Head of Risk and Compliance and representatives from the Human Resources Department. 64.According to the Claimant, they were informed at the meeting that, as part of the three-month collections campaign, the entire Legal Department would cease handling the legal portfolio and that all members of the legal team, save for the Security Perfection Officer, would be assigned new collection portfolios. She further stated that later that afternoon at 2:00 pm, following the meeting, she was served with the letter transferring her to the position of Collections Officer. 21

page 21 of 28

65.From the foregoing, it is apparent that the impugned transfer was preceded by meetings convened by the Respondent's Head of Risk and Compliance, together with the Human Resources Department, during which the members of staff were informed of the Respondent's intended three-month collections campaign and the proposed assignment of new collection portfolios. 66.However, it is notable that no minutes of the meeting held on 17 th March 2025 were produced before the Court. Consequently, it is not possible to verify the full extent of the discussions or to ascertain whether the Claimant was specifically informed that the assignment of the new collection portfolios would entail a change in her designation from Legal Business Partner to Collections Officer and her redeployment to the Collections Department. 67.This is more so in light of the fact that while the Claimant confirms that together with staff of the Legal Department, they were informed that they would be assigned new collection portfolios, there is no evidence that she was expressly notified that the exercise would involve a redesignation of her position and a transfer to the collections department. 68.The Respondent has consistently maintained that the Claimant's contract of employment expressly permitted management to assign her duties beyond those 22

page 22 of 28

falling within her primary role. The Respondent further contends that the Claimant was already familiar with debt recovery functions, given that the Legal Department was actively involved in debt recovery processes. 69.A perusal of the Claimant's contract of employment dated 25 th July 2022 reveals that under clause 1, she could be required by the Respondent’s management to undertake such tasks that may not be directly related to her primary job description. However, this clause does not suggest that the performance of such functions would necessitate the Claimant's redesignation to a different position. 70.In addition, Clause 7.8 of the Job Profile for the position of Legal Business Partner identifies debt recovery as one of the position's critical deliverables and responsibilities, specifically through the realization of the institution's securities by way of court proceedings. 71.That provision, however, contemplates debt recovery within the scope of the Claimant's substantive role as a Legal Business Partner. It does not, of itself, necessitate a change in her designation or her redeployment to the Collections Department in order for those responsibilities to be discharged. 72.Accordingly, while it may be true that the Claimant possessed experience in debt recovery and that such functions formed part of her responsibilities as a 23

page 23 of 28

Legal Business Partner, the Respondent's decision to redesignate her as a Collections Officer and transfer her to the Collections Department went beyond a mere assignment of additional duties. The redeployment altered her job designation notwithstanding that she could have continued to perform debt recovery functions within her substantive role as a Legal Business Partner in the Legal Department. 73.In the circumstances, it is not apparent why the Respondent considered it necessary to redesignate the Claimant as a Collections Officer in order for her to undertake debt recovery functions. This is particularly so because the Respondent did not controvert the Claimant's assertion, as contained in her letter dated 18th March 2025, that in February 2025 each member of the Legal Department had been assigned a portfolio within the department's litigation portfolio and that, through a concerted effort, the department successfully recovered Kshs. 4.2 million under its litigation portfolio. 74.In light of the foregoing, the Court finds that although the Respondent was entitled, in the exercise of its managerial prerogative, to temporarily transfer/deploy the Claimant to undertake debt recovery functions in response to its operational needs, it acted unlawfully in redesignating her from the position of Legal Business Partner to that of Collections Officer. In this regard, the Respondent failed to demonstrate that it had properly consulted the 24

page 24 of 28

Claimant, as required under Section 10(5) of the Employment Act, before effecting a change to an express term of her contract of employment, namely, her job designation. 75.I am equally unable to agree with the Respondent's contention that the conservatory orders issued by the Court were overtaken by events on the basis that the temporary assignment had lapsed by the time the orders were granted. That contention is not supported by the evidence on record. In particular, the transfer letter dated 17th March 2024(sic) did not specify the duration of the redeployment. It was only through the Respondent's subsequent letter dated 16th May 2025 that the assignment was stated to be for a period of three (3) months, with an express reservation that the period could be extended should the need arise. There was therefore a need to preserve the substratum of the suit pending its hearing and determination. Reliefs? 76.Flowing from the foregoing findings, the Court is persuaded that the Claimant is entitled to a declaration that the Respondent's decision to redesignate her from the position of Legal Business Partner to that of Collections Officer was unlawful. 25

page 25 of 28

77.The claim for general damages is declined for the reason that although the Court has found that the Claimant's redesignation was unlawful, she neither reported to the Collections Department nor assumed the role of Collections Officer. Consequently, she did not suffer any compensable injury arising from the impugned redesignation. Orders 78.In the final analysis, the Claim succeeds. Accordingly, the Court finds and declares that the Respondent's decision, communicated through the letter dated 17th March 2024 (sic), to redesignate the Claimant from the position of Legal Business Partner to that of Collections Officer was unlawful. 79.In view of the continuing employment relationship between the parties, the Court considers it appropriate that each party shall bear its own costs. DATED, SIGNED and DELIVERED at NYERI this 31ST day of JULY 2026. ……………………………… STELLA RUTTO JUDGE 26

page 26 of 28

In the presence of: For the Claimant Ms. Oduo instructed by Mr. Achiando For the Respondent Mr. Kamara Court Assistant Ndati ORDER In view of the declaration of measures restricting court operations due to the COVID-19 pandemic and in light of the directions issued by His Lordship, the Chief Justice on 15th March 2020 and subsequent directions of 21st April 2020 that judgments and rulings shall be delivered through video conferencing or via email. They have waived compliance with Order 21 Rule 1 of the Civil Procedure Rules, which requires that all judgments and rulings be pronounced in open court. In permitting this course, this court had been guided by Article 159(2)(d) of the Constitution which requires the court to eschew undue technicalities in delivering justice, the right of access to justice guaranteed to every person under Article 48 of the Constitution and the provisions of Section 1B of the Civil Procedure Act (Chapter 21 of the Laws of Kenya) which impose on this court the duty of the court, inter alia, to use suitable technology to enhance the overriding objective which is to facilitate just, expeditious, proportionate and affordable resolution of civil disputes. STELLA RUTTO 27

page 27 of 28

JUDGE 28

page 28 of 28