Ganeshlal Pusharan Galot & 3 others v Mohan Galot & 6 others

issue, the Court directed that any arguments or positions on representation be presented formally through affidavits. 2. I have carefully considered the affidavit evidence and the submissions placed before me by the parties. As I have already emphasized, the central issue for determination at this point remains the question of representation of the 4th Plaintiff, Galot Industries Limited in these proceedings. Analysis and Determination 3. I am mindful of the decision in Uhuru Highway Development Ltd & Others V Central Bank of Kenya Ltd & Others (2), [2002] 2 EA 654, where the Court affirmed that it is not the role of the courts to dictate to litigants which advocate should or should not act for them, save where it is demonstrated that permitting a particular advocate to act would undermine the interests of justice. 4. Likewise, in Kenya Farmers Association Ltd (Interested Party) [2021] eKLR, the Court emphasized that an advocate is an agent of the client and may only act with proper authority. Importantly, the donor of such authority must themselves possess the requisite legal capacity to confer it. 5. It is precisely this dilemma that confronted this Court (Chepkwony, J) when delivering its ruling on 2nd August 2022. At paragraphs 34 of that decision, the learned Judge observed as follows: “ I am in agreement with the parties that the issue of representation of the 4th Plaintiff is intertwined with the issue of directorship of the 4th Plaintiff Company. Therefore, a determination on who is authorized to appoint an advocate on behalf of the 4th Plaintiff Company can only be made upon full hearing and consideration of the evidence to be presented to court.” 6. The learned Judge was unequivocal in her directions and proceeded to set out, in clear and succinct terms, the orders of the Court as follows: “ However, in the meantime and for purposes of hearing and determination of this suit on the issue of directorship of the 4th Plaintiff Company, this court directs as follows: a. Pravin Galot and all other persons opposing the claim by Mohan Galot and seeking to establish their shareholding, be joined to the suit as Plaintiffs while Mohan Galot and the other persons supporting his bid be joined as the Defendants. b. The two advocates on record for the 4th Plaintiff seek instructions on which individual parties they shall represent but not the 4th Plaintiff Compaпу. c. To avoid duplicity of documents, parties on either side may file joint bundle of documents within 45 days from the date hereof.” 7. There is no dispute that this decision was the subject of an unsuccessful review application which was dismissed on 9th May 2024 (Mulwa, J). The record therefore speaks for itself and this matter stands as res judicata. 8. The directions of this Court were issued to prevent paralysis of proceedings and duplication of filings. The advocates on record for the 4th defendant, namely Ms. Odera Were Advocates and Ms. Tiego & Co. Advocates, were directed to take instructions only from the individual parties in the dispute, and not purport to act for the 4th Plaintiff Company. Galot Industries Limited would then remain a nominal https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/17854/eng@2025-11-28 2

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party, for purposes of determining the dispute, and would not be actively represented until its lawful directors and shareholders were identified. 9. For this reason, the purported Notice of Change of Advocates filed by Ms. Ashioya, Mogire and Nkatha, purporting to act for the 4th Plaintiff Company is inconsequential as it goes back to the central issue of who has the right to issue proper instructions on representation. In light of the Court’s directions, the notice is null and void, and so too are any pleadings purportedly filed on behalf of the 4th defendant company by the said Firm. 10. I dare to add that in this arrangement, the Company suffers no prejudice. The very purpose of the case is to determine who lawfully constitutes its mind and will. Once that question is resolved, the Company will automatically speak through its legitimate organs, and its representation will be regularized without loss or detriment. 11. Moreover, no party has demonstrated that an appeal has been preferred against the ruling of 2nd August 2022. The matter is therefore res judicata. I believe I have said enough. DATED, SIGNED AND DELIVERED AT NAIROBI THIS 28TH DAY OF NOVEMBER 2025. F. MUGAMBI JUDGE https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/17854/eng@2025-11-28 3

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