Board of Limuru Country Club v The Sports Disputes Tribunal

From time to time, the worlds of leisure and law collide with unhappy consequences. We live in litigious times and, as a result, when the leisure, sport or social club member discovers that he faces discipline and perhaps expulsion from his club for a misdemeanour, he may be tempted to go to law in order to preserve his position. For that reason, the club’s management body will need to know the extent to which the court will interfere in its disciplinary and decision-making process. The purpose of this short piece is to outline some of the legal issues a management body would need to be aware of should that eventuality arise. The Article addresses the question whether courts should intervene in disputes among or between private members clubs and their members Background 1. This judgment determines the applicant’s Originating motion dated 8th August, 2025 seeking judicial review orders of certiorari to issue, quashing the judgment and decree of the respondent the Sports Disputes Tribunal delivered on 11th February, 2025 in SDT Cases Nos. E045 and E046 of 2025, consolidated. The applicant seeks for any other order the court deems fit and just to grant and costs of the originating motion and of the Tribunal proceedings. 2. The undisputed facts of this case are that the applicant is the Board of Limuru Country Club a private members’ club and registered under the Companies Act. It is a company limited by guarantee, with the objective of providing its membership both sporting as well as non-sporting activities. The 1st and 2nd interested parties are members of the applicant club. 3. The dispute subject of these proceedings arose from an altercation and physical confrontation that occurred between and among certain members of the Club and the 1st and 2nd interested parties herein on 1st September, 2024. On that eventful day, the 1st and 2nd interested parties are said to have, while consuming alcohol in the applicant’s club, engaged in a brawl with another member of the club, one George Ngada which brawl led to disturbance of peace and destruction of the Club’s property. 4. Following the incident, a complaint was lodged with the Club’s Board, which in turn constituted the internal Disciplinary Committee, established under the constitution of the applicant herein, to inquire into the conduct of the three combatant members. 5. After hearing the parties, the applicant’s internal Disciplinary Committee found the 1st and 2nd Interested Parties culpable of misconduct and suspended them from the membership and the membership of gold handicap. They were also fined a sum of Kshs Kenya Shillings Fifty Thousand (Kshs. 50,000/=). 6. Aggrieved by that decision of the applicant’s internal Disciplinary Committee, the 1st and 2nd interested parties lodged an appeal before the Sports Disputes Tribunal (hereinafter “the Tribunal” or “SDT”) vide SDTSC No. E045 of 2024 and E046 against the applicant alleging lack of due process in the disciplinary process. 7. In response to the appeal, the applicant herein, the Limuru Country Club opposed the appeal and raised a preliminary objection before the Tribunal, contending that the dispute was not a “sportsrelated dispute” within the meaning of Section 58 of the Sports Act and that therefore the Tribunal lacked jurisdiction to entertain the appeal. The Tribunall directed that the question of whether or not it had jurisdiction to hear and determine the appeal be heard in the main appeal so that the Tribunal considers both the jurisdictional issue and the merits of the appeal. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 2

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8. After hearing the parties, the Tribunal overruled the objection, assumed jurisdiction, heard the appeal on its merits and proceeded to render its decision on 11th February 2025 setting aside the decision of the Disciplinary Committee and also set aside the disciplinary sanctions imposed by the Club to the 1st and 2nd interested parties. 9. Specifically, the SDT held as follows at paragraph 136 of its impugned judgment: i. The Preliminary Objection dated 10th December 2024 is hereby dismissed. ii. The disciplinary sanctions imposed on both Claimants through letters dated 18th November 2024 are hereby set aside. iii. The Respondent is directed to immediately reinstate the Claimants’ full membership rights and golf handicaps. iv. The claim by the Claimants for damages is dismissed. v. The Costs of this suit are awarded to the claimants. 10. Aggrieved by the above orders, the applicant has now moved this Court by way of judicial review seeking orders of certiorari to quash the decision of the Sports Disputes Tribunal rendered on 11th February, 2025 in Sports Disputes Tribunal Case No. E045 of 2024 Consolidated with Case No. E046 of 2024 between Beth Kariuki Alexis and James Karanja Muigai v Board of Limuru Country Club. 11. The applicant also prays for any other order as the court may deem fit and costs of these proceedings and proceedings before the Sports Disputes Tribunal 12. The gravamen of the application is that the Tribunal acted ultra vires the Sports Act by purporting to exercise jurisdiction over a private internal dispute. 13. The 1st and 2nd interested parties filed joint responses by way of grounds of opposition and replying affidavit, both dated 16th October, 2025. The replying affidavit is sworn by Beth Kariuki Alexis on the 16th October 2025. 14. They contend and depose that the present application is misconceived, lacks merit and is an abuse of the court process. That the Sports Disputes Tribunal had jurisdiction as provided for under section 58 of the Sports Act and that therefore its decision was lawful, reasonable and procedurally sound. 15. The 1st and 2nd interested parties maintain that the dispute having arisen within the premises of the Club which is affiliated to Kenya Golf Union Club and other sports organizations, makes it subject to the Sports Act; that the affiliation toother sports organizations and its provision of sporting facilities qualifies the applicant as a sporting entity under the Sports Act; that the jurisdiction of the Tribunal extends to disputes involving sports entities and that the altercation between members of the Club falls within this scope. 16. It is contended that the applicant’s disciplinary process was flawed and violated the principles of natural justice, were biased and lacked impartiality; that the applicant failed to issue adequate notice and a fair hearing to the 1st and 2nd interested parties; and that the penalties imposed were excessive, unreasonable and disproportionate to the alleged misconduct. 17. According to the 1st and 2nd interested parties, the applicant’s reliance on its internal mechanisms is misplaced because the General Meeting was scheduled too far in the future for June, 2025, thereby rendering it impracticable for the 1st and 2nd interested parties to seek redress within a reasonable time; https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 3

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that the applicant’s Articles of Association do not provide an effective remedy for disputes of this nature. 18. The 1st and 2nd interested parties asserted that the decision of the Tribunal was sound and made with jurisdiction as stated above and that there was no violation of the Companies Act by the Tribunal and that the dual regulatory regimes do not create confusion but ensures accountability and compliance with corporate and sports related laws. They defended the decision of the Tribunal to be fair, sound, reasonable and proportionate to the circumstances of the case asserting that this application for judicial review is premature and unwarranted as the applicant has not demonstrated any ultra vires and error of law in the said decision, therefore urging this court to dismiss the said application. 19. The 3rd interested party, who is the Attorney General filed grounds of opposition dated 2nd October, 2025 asserting that the Tribunal acted strictly within its statutory jurisdiction under section 58 of the Sports Act, which confers upon it, the authority to hear disputes arising from or connected with sporting organizations and activities. That the present dispute, concerning disciplinary action taken against members of a golf club, was inherently sports-related and fell squarely within the Tribunal’s lawful mandate. 20. That although the Applicant is incorporated under the Companies Act, its objects and activities demonstrate beyond doubt that it is substantively a sporting organization, being a golf club that provides sporting facilities, organizes competitions, affiliates with the Kenya Golf Union, and enjoys reciprocal arrangements with other clubs; hence, its formal incorporation status cannot oust the operation of the Sports Act. 21. According to the 3rd interested party, the law and jurisprudence recognize that substance must prevail over form. That the Tribunal was correct to look past the technical label of the Applicant’s registration and instead consider its substantive operations. That since the Applicant’s essence and daily reality is sporting activity, it was rightfully treated as a sporting entity for purposes of regulation under the Sports Act. That to hold otherwise would encourage clubs and organizations to escape lawful oversight merely by adopting a different form of incorporation, contrary to the principles of accountability and public policy. 22. Further, that there is nothing unlawful in an entity being subject to dual regulatory regimes hence the Applicant can properly be regulated under the Companies Act for its corporate affairs and under the Sports Act for its sporting functions, just as many other institutions operate under more than one law. That dual regulation ensures greater accountability and does not create inconsistency or prejudice. 23. The Attorney General maintains that the Tribunal properly held that insisting on the exhaustion of internal mechanisms would have rendered justice illusory, since the Interested Parties could not reasonably await a General Meeting scheduled months later, by which time their suspensions would have been fully served. It was therefore contended that the Tribunal's intervention was therefore, lawful and consistent with the constitutional command that justice shall not be delayed. 24. It was contended that the Interested Parties and the Applicant were each given an opportunity to be heard; that the Tribunal’s decision to consider the Applicant’s preliminary objection together with the main claim was a matter of procedural discretion, and that it caused no prejudice since the Applicant was able to raise all its arguments fully, and the Tribunal addressed them in its judgment. 25. Further, that the Tribunal's finding that the Applicant is a sports entity subject to the Sports Act was a correct interpretation of the law and consistent with the statutory purpose. That no misdirection or error of law occurred. That the Applicant’s contention is in reality a disagreement with the outcome, not proof of illegality. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 4

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26. That the Tribunal’s judgment was rational, proportionate, and guided by the legislative purpose of ensuring accountability of sporting institutions hence there is therefore no basis for this Court to interfere by way of judicial review. 27. The 3rd interested party contended that the Applicant cannot invoke the doctrine of legitimate expectation to avoid statutory regulation. That no legitimate expectation can be founded upon an assumption that an entity engaged in organized sport will remain outside the reach of the Sports Act, Parliament having clearly intended that all such entities, whatever their legal form, be regulated for the benefit of sports and the public. 28. Accordingly, it was contended that these proceedings improperly invite this Court to revisit the merits and factual determinations made by the Tribunal. That Judicial review jurisdiction is limited to questions of legality, rationality, and procedural propriety. Since the Tribunal acted lawfully, rationally, and fairly, this Court cannot sit as an appellate body over its merits. 29. It was further contended that the Applicant's motion is frivolous, misconceived and designed to shield it from lawful oversight; it amounts to an abuse of the judicial review process and ought to be dismissed with costs in order to safeguard the integrity of the statutory scheme for sports regulation and to promote public interest in uniform and accountable governance of sporting institutions. Submissions 30. The parties filed written submissions which are considered in the analysis below as the respective parties’ counsel reiterated their client’s respective positions in the pleadings while reproducing the submissions and arguments advanced before the Sports Disputes Tribunal to support their opposing positions. I will therefore not reproduce the said submissions here, to avoid duplication of efforts in this time bound matter. Analysis and determination 31. I have considered the originating motion, grounds and supporting affidavit as well as the interested parties’ responses and submissions by all the participating parties. The main issue for determination is whether the Sports Disputes Tribunal had jurisdiction to entertain and determine an appeal arising from the disciplinary decision of the applicant, a private members’ club relating to an altercation between its members while in the Club’s premises, which altercation also led to the damage of the property of the applicant herein. 32. From this issue of jurisdiction, is also derived the other jurisdictional issue of whether, assuming that the respondent Tribunal had such jurisdiction, the 1st and 2nd interested parties failed to exhaust the internal dispute resolution mechanisms by way of an appeal to the General Meeting of the Applicant Company, before approaching the respondent Tribunal. To my mind, these issues are capable of resolving this matter fully. 33. In resolving the first part of the issue of jurisdiction, I must define what jurisdiction is and where it is derived from. The term jurisdiction comes from the Latin words "juris" (law) and "dicere" (to speak), meaning “to speak the law.” Jurisdiction of courts and tribunals refers to the legal authority or power that a court or tribunal has to hear and determine a dispute before it. It determines which court or tribunal can deal with a particular matter, based on factors such as the subject matter, geographical area and parties involved. 34. Jurisdiction is everything without which a tribunal or court of law acts in vain. The locus classicus on jurisdiction is the Owners of the Motor Vessel “Lillian S" v Caltex Oil (Kenya) Ltd (Civil Appeal 50 https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 5

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of 1989) [1989] KECA 48 (KLR) (17 November 1989) (Judgment), case, where the Court of Appeal had this to say concerning jurisdiction of courts and tribunals, per Nyarangi, JA: “ I think that it is reasonably plain that a question of jurisdiction ought to be raised at the earliest opportunity and the court seized of the matter is then obliged to decide the issue right away on the material before it. Jurisdiction is everything. Without it, a court has no power to make one more step. Where a court has no jurisdiction, there would be no basis for a continuation of proceedings pending other evidence. A court of law down tools in respect of the matter before it the moment it holds the opinion that it is without jurisdiction. Before I part with this aspect of the appeal, I refer to the following passage which will show that what I have already said is consistent with authority: “By jurisdiction is meant the authority which a court as to decide matters that are litigated before it or to take cognisance of matters presented in a formal way for its decision. The limits of this authority are imposed by the statute, charter, or commission under which the court is constituted, and may be extended or restricted by the like means. If no restriction or limit is imposed the jurisdiction is said to be unlimited. A limitation may be either as to the kind and nature of the actions and matters of which the particular court has cognisance, or as to the area over which the jurisdiction shall extend, or it may partake of both these characteristics. If the jurisdiction of an inferior court or tribunal (including an arbitrator) depends on the existence of a particular state of facts, the court or tribunal must inquire into the existence of the facts in order to decide whether it has jurisdiction; but, except where the court or tribunal has been given power to determine conclusively whether the facts exist. Where a court takes it upon itself to exercise a jurisdiction which it does not possess, its decision amounts to nothing. Jurisdiction must be acquired before judgement is given” See Words and Phrases Legally defined – Volume 3: I – N Page 113 31. 35. It is for that reason that a question of jurisdiction once raised by a party or by a court on its own motion must be decided forthwith on the evidence before the court. It is immaterial whether the evidence is scanty or limited. Scanty or limited facts constitute the evidence before the court. A party who fails to question the jurisdiction of a court may not be heard to raise the issue after the matter is heard and determined.” The Supreme Court in Samuel Kamau Macharia & another v Kenya Commercial Bank Limited & 2 others [2012] eKLR stated: “ A Court’s jurisdiction flows from either the Constitution or legislation or both. Thus, a Court of law can only exercise jurisdiction as conferred by the constitution or other written law. It cannot arrogate to itself jurisdiction exceeding that which is conferred upon it by law. We agree with counsel for the first and second respondents in his submission that the issue as to whether a Court of law has jurisdiction to entertain a matter before it, is not one of mere procedural technicality; it goes to the very heart of the matter, for without jurisdiction, the Court cannot entertain any proceedings.” 36. The applicant herein contends that the respondent Tribunal acted ultra vires the Sports Act by purporting to exercise jurisdiction over a private internal dispute involving members of the applicant company. It also asserts that in any event, the 1st and 2nd interested parties did not exhaust the internal dispute resolution mechanisms by way of appeal to the general meeting, which non exhaustion of remedies also ousted the jurisdiction of the Tribunal. The applicant further claims that it is not a sports https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 6

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organization envisaged under the Sports Act and that it is a company registered under the companies Act and limited by guarantee. 37. The interested parties on the other hand maintain that the Tribunal had jurisdiction to entertain the appeal, that the applicant is a sports entity being affiliated to other sports clubs which are regulated under the Sports Act despite being a company and that the internal appeal mechanism to the General meeting was ineffective as the General Meeting could only be held in June, thereby offering no efficient and effective remedy to the 1st and 2nd interested parties who claim that they were never accorded a fair hearing by the applicant including being denied access to evidence they intended to use including the CCTV footage. 38. The Sports Disputes Tribunal is established under Section 55 of the Sports Act, No. 25 of 2013. Its jurisdiction is set out under Section 58 of the Act, which provides: 58. Jurisdiction of the Tribunal The Tribunal shall determine— [L.N. 92/2013, Sch.] 39. (a) appeals against decisions made by national sports organizations or umbrella national sports organizations, whose rules specifically allow for appeals to be made to the Tribunal in relation to that issue including — (i) (ii) appeals against disciplinary decisions; appeals against not being selected for a Kenyan team or squad; (b) other sports-related disputes that all parties to the dispute agree to refer to the Tribunal and that the Tribunal agrees to hear; and (c) appeals from decisions of the Registrar under this Act. The Sports Act also provides at section 59, the Powers of the Tribunal as follows: 59. Powers of the Tribunal The Tribunal may, in determining disputes apply alternative dispute resolution methods for sports disputes and provide expertise and assistance regarding alternative dispute resolution to the parties to a dispute. 40. The jurisdiction of the Sports Disputes Tribunal is statutory in nature and is therefore confined to disputes that properly fall within the ambit of sports regulation, governance, and participation as contemplated under the Sports Act, No. 25 of 2013. 41. For the Tribunal to assume jurisdiction, the dispute must not only be sports-related but must also involve an entity duly recognized as a sports organization within the meaning of the Act. In this regard, such an entity must be registered by the Registrar of Sports and issued with a valid certificate of registration. 42. The central questions that therefore arise in this matter are whether the dispute before the Court, being one that emanated from altercations among members of the Applicant Club, registered under the Companies Act, followed by disciplinary proceedings conducted by the Applicant’s Management Disciplinary Committee culminating in sanctions against the 1st and 2nd Interested Parties, can properly be categorized as a sports-related dispute, and whether the Ex parte Applicant qualifies as a sports entity within the contemplation of the Sports Act. 43. The respondent in its decision which is impugned went to great lengths to interpret jurisdiction conferred on it under section 58 of the Sports Act and maintained quite fervently that the dispute in https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 7

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question fell within its jurisdiction. It also interpreted what a sports organization is and ruled that the applicant was a sports organization, among other elaborate determinations. 44. The question is, what kind of dispute was this? To answer this question, I will reproduce part of the decision rendered by the respondent, where it summarized the nature of the dispute before it as follows: “ BACKGROUND 1. This matter arises from consolidated claims SDTSC No. E045 and E046 of 2024 filed by both Claimants (who may also be referred to as ‘Appellants’) against the Respondent. Both claims stem from events that occurred on 1st September 2024, at the Limuru Country Club premises where both Claimants were allegedly involved in an altercation with another club member, George Nganda, at the club’s bar area. The incident resulted in a physical confrontation that allegedly involved the throwing of projectiles, including a beer bottle that damaged club property such as a 65 inch LG 20 Towers TV and club door panel. 2. Following the incident, both Claimants filed complaints against George Nganda, who in turn filed a complaint against them. The matter was subsequently referred to the club's Disciplinary Committee for investigation and determination. 3. The Disciplinary Committee initiated proceedings and conducted separate hearings for the parties involved on 9th October and 16th October, 2024. The 1st Claimant testified that she was heard by the Committee on 9th October, 2024, in the absence of her accuser and witnesses. According to the Committee’s report, the hearings were conducted separately for each party, consolidating accounts from the hearings, witness statements, and the Committee’s findings. 4. Prior to the disciplinary hearings, the Claimants raised concerns about access to evidence, particularly requesting CCTV footage of the incident which they claim was reviewed by both the Disciplinary Committee and the Board but was not made available to them. The Claimants also contend that they were not served with complete documentation of the complaints against them as required by Section C (2.5) of the Respondent's Disciplinary Code. The Committee proceeded with its investigation and subsequently submitted its findings to the Board.” 39. On the facts, the matter concerns a fight between members of the private members club which is registered under the Companies Act and the disciplinary proceedings are internal to the Club’s governance structure under its Articles of Association and by-laws of the applicant at Clause 17 of the bylaws as annexed, as a contract among its members. The Club’s internal disciplinary organ (Mmanagement Ccommittee/disciplinary committee) invoked the Club’s Rule 17 in disciplining the errand members. There is nothing to show that the Club was acting as a national sports organisation under the Act, or that the rules of appeal are those under the Sports Act or refer to the Tribunal. 40. Upon this Court examining the material placed before it, I find nothing to demonstrate that the Applicant Club is a registered sports organization within the meaning of the Sports Act. No certificate of registration issued by the Registrar of Sports has been exhibited, nor has any evidence been tendered to show that the Club is recognized as a sports entity under the Act. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 8

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41. Furthermore, under Section 46(1) of the Sports Act, which governs the registration of sports organizations, it is expressly provided that “a body shall not operate as a sports organization unless it is registered as such under this Act.” This statutory provision places a clear prohibition on any body purporting to operate as a sports organization without prior registration. 42. Registration under the Act is a matter of fact, to be demonstrated by evidence of compliance with the statutory requirements and the issuance of a certificate of registration by the Registrar of Sports. It is not to be assumed and is not sufficient that a body is affiliated to a registered sports entity or merely engages in sporting or recreational activities; such affiliation or activity does not, in itself, confer the legal status of a registered sports organization within the contemplation of the Act. 43. The mere fact that the Club engages in recreational or sporting activities does not, of itself, confer upon it the legal status of a sports entity envisaged under the statute. It follows, therefore, that the dispute arising from the altercations among members of the Club and the subsequent internal disciplinary proceedings conducted by its Management Disciplinary Committee cannot, by any stretch, be deemed to constitute a sports-related dispute falling within the jurisdiction of the Sports Disputes Tribunal. 44. In light of the foregoing, it is clear that the matters complained of by the Applicants relate solely to the internal governance and disciplinary processes of a private club, conducted pursuant to its own constitution and being a company limited by guarantee, its Articles of Association. Such matters are private contractual disputes among members and do not fall within the statutory definition of sportsrelated disputes under the Sports Act. This is not to say that a private company cannot be registered as a sports club or a sports organization, but that to be such, it must be registered under the Act as a sports organization. 45. Indeed, Section 46(2) of the Sports Act provides that: The Registrar shall register sports organizations as either— (a) a sports club; (b) a county sports association; or (c) a national sports organization. 46. However, from my reading of the judgment of the Sports Disputes Tribunal, there is no evidence that the applicant ever applied and was registered as a sports organization. 47. Clearly, the Tribunal elaborately interpreted the altercation between and among members of the Applicant Club as arising from a sporting activity, particularly because the sanctions imposed included suspension from the Club and withdrawal of the members’ golf handicaps. It also went ahead to interpret and find that since the applicant is affiliated to other named sports clubs, then it is a sports organization, regulated under the Sports Act. With respect, such an interpretation cannot be sustained. The mere fact that the parties involved were members of a club that engages in golf, cricket, Tennis sporting activities among others, or that the disciplinary sanctions touched on privileges associated with sporting participation does not, in itself, transform an internal disciplinary matter of a private members’ club into a sports-related dispute within the meaning of the Sports Act. 48. In this Court’s view, the Tribunal’s interpretation was legally erroneous, as it conflated issues of private club governance and discipline with matters of sports regulation envisaged under the Sports Act. The disciplinary proceedings in question arose from alleged misconduct and altercations among club members, matters which fall squarely within the internal management and disciplinary framework of the applicant Club as provided in its Articles of Association and by-laws of Association. Such https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 9

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proceedings are not concerned with the regulation of a sporting discipline, participation in competitive sport or compliance with national sporting standards, which are the province of the Sports Disputes Tribunal. Consequently, the Tribunal exceeded its statutory mandate by assuming jurisdiction over a purely private dispute between members of a club not registered under the Sports Act. 49. At paragraph 53 of its judgment, the Sports Disputes Tribunal observed as follows: “ The Sports Act anticipates private sports clubs to be regulated under the Act. Indeed, under the Sports Registrar Regulations, 2016, Regulation 2 defines a ‘sports club’ to mean— ‘a body registered for the purposes of developing sports and which is affiliated to one or several national or county sports organizations, or a private sports club, and includes sports training camps, sport academies and gyms.’” 50. In quoting the above Regulation, the Tribunal used the term “anticipates” to justify its assumption of jurisdiction. However, this interpretation does not align with the express provisions of Section 46 of the Sports Act, which explicitly stipulate that only registered bodies may operate as sports organizations. In the present case, there is no evidence that the Applicant is registered under the Sports Act, and therefore the Tribunal could not lawfully bring it within the regulatory framework of the Act. Jurisdiction under the Sports Act cannot be assumed by anticipation; it must rest on actual registration and recognition under the statute. 51. This position is reinforced by the Sports Registrar Regulations, 2016, which, as acknowledged by the Tribunal at paragraph 57 of its impugned judgment, define a “sports organization” as follows: “Sports organization means a body registered for purposes of promoting sports by whatever name.” (Emphasis added.) 52. In the view of this Court, the operative term “registered” in the above definition refers specifically to registration under the Sports Act. Consequently, in this case, the 1st and 2nd Interested Parties, having voluntarily accepted membership in the Applicant Club, are bound by its Articles of Association and by-laws, including the obligation to first exhaust internal dispute resolution mechanisms, such as an appeal to the General Meeting as prescribed by the Club’s rules. Where the disciplined party considers such mechanisms to be ineffective, they may then properly approach the Court and seek exemption from the requirement of exhaustion, but not before. 53. Private members’ clubs, undisputedly, are governed by their constitutions and by-laws, which form the contractual relationship between the club and its members. This position was upheld in Mwagiru v Muthaiga Country Club Limited & 3 others (Civil Case 239 of 2013) [2024] KEHC 8675 (KLR) (Civ) (10 July 2024) (Judgment), where A.N. Ongeri J held that the member was bound by the club’s articles of association and by-laws. See paragraphs 100 and 104 which states that 100. the plaintiff was bound by the Articles and memorandum of association of the club. And that 104. Muthaiga Country Club is a private members club governed by the bylaws of the club together with their articles of association and the membership is voluntary. 54. Similarly, in Kiptoo & another v The Club Management Committee – Eldoret Club (Constitutional Petition E023 of 2021) [2022] KEHC 14085 (KLR) (21 October 2022) (Judgment), Nyakundi J affirmed that courts retain jurisdiction to entertain disputes arising from private members’ Clubs, but https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 10

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emphasised exhaustion of internal remedies.in the said case, the learned Judge cited the case involving the same applicant party to this case and stated as follows: “ 25. In Rose Wangui Mambo & 2 others v Limuru Country Club & 17 others [2014] eKLR when faced with a similar situation, the court held; “It must be obvious by now that not only do we find that we have jurisdiction to entertain the dispute before us, but that we consider the fact that the 1st Respondent is a private members club to be of limited relevance to the issues at hand. The Respondents cannot be allowed to wave a private entity card to bar this Court, when properly moved, from assuming jurisdiction where there are allegations of breach of fundamental rights and freedoms by its members or any other person. It cannot be safe, in a progressive democratic society, to arrive at a finding that allows private entities to hide behind the cloak of ‘privacy’ to escape constitutional accountability. We think that it would be to accord a narrow, constricted interpretation to our Supreme Law, contrary to the canons of constitutional interpretation that have for ages infused our judicial system and which now find constitutional sanction under Article 259 to accede to such a proposition.” 55. Accordingly, I have no hesitation in finding that the Sports Disputes Tribunal lacked jurisdiction to entertain or determine the dispute forming the subject of these proceedings. Any attempt to invoke its jurisdiction in relation to this matter was therefore misconceived and legally unsustainable. 56. I am further persuaded, beyond peradventure, that Section 58 of the Sports Act has no application to an entity that is not registered under the Act and whose constitution is not recognized by the Registrar of Sports. 57. The Tribunal’s jurisdiction is strictly limited to disputes arising from or involving bodies duly registered and regulated under the Sports Act, and it cannot be extended to encompass private entities operating outside that statutory framework. 58. Consequently, this Court finds that the Sports Disputes Tribunal acted without jurisdiction in assuming jurisdiction, entertaining and determining the dispute that was not sports-related and that involved the applicant herein which was not a recognized sports entity within the meaning of the Sports Act. 59. Jurisdiction, once found to be lacking, cannot be conferred by the parties, by consent, or by a misapprehension of the facts or the law. Any proceedings or decisions undertaken without jurisdiction are nullity ab initio and of no legal effect, as reaffirmed in Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd (supra). 60. Additionally, the fact that the Tribunal may have reached a similar conclusion in a previous matter of the same nature, and there held that it possessed jurisdiction, does not bind this Court to endorse or perpetuate a position that is inconsistent with the law. Decisions of the Sports Disputes Tribunal do not constitute binding precedent upon this Court. 61. On the contrary, it is the duty of this Court, in the exercise of its supervisory jurisdiction, to ensure that subordinate tribunals and statutory bodies act within the limits of their lawful authority and do not arrogate to themselves jurisdiction that has not been conferred upon them by statute. The Tribunal’s https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 11

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prior decisions cannot validate an assumption of jurisdiction where none exists, and this Court will not sanction the continuation of such an error. 62. For those many reasons, the impugned decision of the Tribunal made on 11th February, 2025 is amenable to being quashed by an order of certiorari for having been made without legal authority. 63. On the second jurisdictional limb, namely, whether the 1st and 2nd Interested Parties exhausted the internal appeal mechanism to the Club’s General Meeting, this Court, having already found that the Sports Disputes Tribunal lacked jurisdiction to entertain the subject dispute, finds it unnecessary to belabour that issue. It suffices to observe that the internal mechanisms provided under the Club’s constitution were designed to address and resolve members’ grievances arising from disciplinary or governance matters. This is, therefore, a case in which aggrieved members could properly have invoked those internal dispute resolution processes, or, where circumstances warranted, sought the intervention of this Court, as has been illustrated in several of the authorities cited in this judgment. 64. In conclusion, the Tribunal’s jurisdiction cannot be invoked merely because the incident complained of occurred within a sports environment or involved members of a club associated with sports. Jurisdiction must be derived from statute and cannot be conferred by the parties or by implication. As was emphatically stated in Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Ltd, jurisdiction flows from statute, and where it is absent, a court or tribunal must “down its tools. 65. Having reached the above conclusion following my analysis of the issue of jurisdiction as presented before this Court and before the Tribunal, I make the following final orders, in exercise of the supervisory jurisdiction vested in this Court by Article 165(6) and (7) of the Constitution: a. Judicial review order of certiorari be and is hereby issued removing into this court for purposes of being quashed and I hereby quash the Sports Disputes Tribunal’s judgment rendered on 11th February, 2025 in SDT Cases Nos. E045 and E046 of 2025, consolidated, for having been made without legal authority. b. I further find and hold that the appropriate forum for challenging the Club’s internal disciplinary decision is other agreed internal appeal forum, or this Court, in the appropriate manner, not the Sports Disputes Tribunal. c. There being no jurisdiction in the tribunal to hear and determine the dispute as appealed to it, what remains and is upheld by this Court is the decision of the Applicant’s Management Disciplinary Committee, unless it is successfully challenged through the internal mechanisms provided for under Clause 17 of the applicant’s bye laws or to this Court, as the case may be, taking into account the provisions of section 9 of the Fair Administrative Action Act. d. I order that each party bear their own costs of these proceedings. e. This file is closed. DATED, SIGNED AND DELIVERED AT NAIROBI THIS 10TH DAY OF NOVEMBER, 2025 R.E. ABURILI JUDGE https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16425/eng@2025-11-10 12

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