Tgl- Tontine Group International Fze v Maloba Conrad Anangwe (practising As Conrad Maloba & Associates Advocates)

and distinct legal entity registered under the Partnership Act, 2012, and that it is not a party to these proceedings. 3. He deposed that the judgment debtor who is the respondent (defendant) herein, trading as Conrad Maloba & Associates Advocates is a sole proprietorship, which is different and distinct from the applicant herein, which is a Limited Liability Partnership (LLP). He argued that the Proclamation of Attachment targets the property of the applicant which includes computers, office furniture and clients’ files which are the collective property of the LLP, and if allowed to stand, it will cause grave prejudice to the applicant with its clients. 4. Mr. Ndeda urged this Court to grant the orders being sought herein, as Moran Auctioneers will proceed with attachment and sale of the applicant’s properties causing irreparable harm and violation of its clients’ rights and abuse of judicial process. 5. In opposing the application, the plaintiff filed a replying affidavit sworn on 23rd October 2025 by Mr. Dale Michael Thornhill. He argued that the application herein seeks to stop execution of a valid decree of the Judgment delivered on 14th February 2025. He disputed the allegation made that Mr. Conrad Maloba practised as a sole proprietorship and claimed that when the Professional Undertaking dated 10th April 2023 was issued by Mr Maloba, he was the Managing Partner of the applicant herein, as the applicant had already been formed as a partnership as evidenced by its Certificate of Registration dated 13th March 2021. 6. Mr Dale averred that he filed a complaint dated 22nd April 2023 at the Disciplinary Tribunal, and the defendant filed a replying affidavit dated 29th February 2024, wherein he stated that he was practising in the firm of Conrad Maloba & Associates Advocates LLP, which was not a sole proprietorship. Mr. Dale argued that the change of trading name does not create a legal person or extinguish liability of an entity, especially given that in this case, the change was from Conrad Maloba & Associates Advocates LLP (sic), which was rebranded to Conrad Law Advocates LLP, consisting of the same partners. 7. Mr Dale contended that under Section 11 of the Limited Liability Partnerships Act, 2011, a partner of a Limited Liability Partnership is also its agent, thus Mr. Maloba duly transacted and issued the Professional Undertaking in the capacity of Managing Partner of the LLP, thereby binding the partnership as an agent, making the defendant liable to the extent of being a partner. 8. He added that this Court has the judicial mandate to lift or pierce the corporate veil to ensure that justice and equity to all parties prevails, where it is apparent that the device of incorporation is used for some illegal, fraudulent or improper use and/or to obstruct justice. 9. He argued that the application herein, is a ploy by the respondent and the applicant to file numerous applications aimed at misleading the Court about the true existence of the partnership so as to defeat due and valid execution. He claimed that the application herein is meant to obstruct justice through false misrepresentation as it has not met the threshold for stay of execution. 10. The instant application was canvassed by way of written submissions. The applicant’s submissions were filed on 27th October 2025 and the plaintiff’s submissions were filed on 24th October 2025. 11. The applicant’s learned Counsel, Mr. Kuloba relied on Section 7(1) of the Partnership Act and the case of Corporate Insurance Co Ltd v Savemax Insurance Brokers Ltd v another [2002] eKLR, and submitted that an LLP enjoys distinct legal existence, perpetual succession and the capacity to sue and be sued in its own name, and that its property is legally distinct from that of its individual partners hence the attempt to attach its property offends the doctrine of separate legal personality. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6120/eng@2026-04-17 2

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12. He argued that under Order 22 Rule 51 of the Civil Procedure Rules, 2010, a person whose property is wrongfully attached can object to such execution as attachment can only issue against a judgment debtor but not a third party who is not named in the decree. He stated that the Proclamation of Attachment unlawfully targeted the applicant’s computers, furniture and clients’ files, that do not belong to the judgment debtor, which makes the entire process a nullity ab initio, and must be set aside. 13. Counsel submitted that Conrad Maloba & Associates Advocates was a sole proprietorship personally owned by Mr Maloba, and that Conrad Law Advocates LLP is a Limited Liability Partnership comprising multiple partners, with a separate legal personality. He argued that the plaintiff had not produced any evidence of a lawful conversion, succession or novation under Section 26 of the Limited Liability Partnership Act. He argued that a mere rebranding of business does not in law create continuity or transfer of liabilities between two distinct legal persons. 14. Mr. Kuloba alleged that the proclamation of the applicant’s clients’ files and confidential materials violates the doctrine of legal professional privilege. He cited the case of Republic v Chief Magistrate Court at Mombasa exparte Ganijee & another [2002] eKLR, to support his assertion. 15. Counsel submitted that this Court has a duty under Sections 1A, 1B and 3A of the Civil Procedure Act to prevent abuse of the Court process such as the intended execution. He relied on the case of Kenya Power & Lighting Company Ltd v Benzene Holdings Ltd [2016] eKLR. 16. Mr Brian Okoth, learned Counsel for the plaintiff, submitted on the grounds for grant of stay of execution under Order 42 Rule 6 of the Civil Procedure Rules, 2010, which must be satisfied in order for the Court to exercise its discretion in granting such orders. 17. He argued that the process of execution does not amount to substantial loss since it is a lawful judicial process. He cited the cases of Global Tours & Travel Limited Nairobi HC Winding Up Cause No. 43 of 2000 and James Wangalwa & another v Agnes Naliaka Cheseto Misc. Application No. 42 of 2011 [2012] eKLR. He stated that Judgment was lawfully entered against the defendant herein and the Court has the judicial mandate to pierce the corporate veil. He argued that the defendant failed and/ or refused to honour the terms of the professional undertaking, thereby unjustly enriching himself. 18. On the issue of security, he cited the case of Arun C Sharma v Ashana Raikundalia T/A Raikundalia & Co Advocates & 2 others [2014] KEHC 2430 (KLR), and stated that inasmuch as the Court has the discretion to determine the form of security, the applicant has not offered any, which shows bad faith hence the said condition has not been satisfied. 19. On the issue of undue delay, Counsel stated that Judgment was delivered on 14th February 2025 and execution of the decree became due upon the lapse of the seven (7) days’ grace period granted by the Court. He stated that the present application was filed on 5th September 2025, which was seven (7) months after the issuance of the decree. He stated that even if Article 159 of the Constitution shields against undue regard to procedural technicalities, the Court should not tolerate mischievous applications meant to drag matters in Court. ANALYSIS AND DETERMINATION. 20. I have considered the instant application, the grounds on the face of it and the affidavit filed in support thereof. I have also considered the replying affidavit filed by the plaintiff and the submissions filed by the Counsel for the parties. I have noted that the prayer for stay of execution is moot since it was sought pending the hearing and determination of this application. The issues that arise for determination are: i. Whether the intended execution was lawful; and https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6120/eng@2026-04-17 3

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ii. If the answer to (i) above is in the affirmative, whether the order sought to set aside the warrants of attachment against the applicant should issue. Whether the intended execution was lawful. 21. This Court delivered its Judgment on 14th February 2025, where it ordered the defendant herein to honour the terms of the Professional Undertaking dated 10th April 2023, within seven (7) working days, for the monies received by the firm of Conrad Maloba & Associates Advocates in the sum of USD 50,000.00, and to pay interest thereon. It is therefore apparent that execution was lawful and ripe. 22. What is in contention is whether execution should proceed against the applicant, given that the Proclamation of Attachment was issued against Conrad Law Advocates LLP. According to the applicant, it is a Limited Liability Partnership which has a distinct legal personality hence it should not be held liable. The plaintiff on its part argued that the Professional Undertaking was issued by Mr. Maloba Conrad Anangwe as the Managing Partner, and as such, the partnership is liable for his actions making the execution lawful and justified. 23. As stated in the final orders of the Judgment of this Court dated 14th February 2025, the Professional Undertaking was issued on 10th April 2023 by Mr. Maloba Conrad Anangwe, the Managing Partner of Conrad Maloba & Associates Advocates. This Court finds that given that the law firm that issued the Professional Undertaking was Conrad Maloba & Associates Advocates, it is the said firm that should be held liable for the breach of its terms. Undoubtedly, the said firm is distinct from the firm of Conrad Law Advocates LLP, which is a Limited Liability Partnership. Even if the Certificate of Registration dated 13th March 2021, shows that the Conrad Law Advocate LLP was registered in 2021 and was in existence at the time the Professional Undertaking was issued, this Court notes that the said Professional Undertaking was issued in the name of Conrad Maloba & Associates Advocates in 2023. I therefore concur with Mr. Kuloba’s argument that in so doing, Mr. Maloba Conrad Anangwe Advocate, was not acting as an agent of Conrad Law Advocates LLP, but in the capacity of Managing Partner of Conrad Maloba & Associates Advocates, which should then be held liable. This is owing to the fact that an Advocate who issues a Professional Undertaking is personally bound by the terms therein. See the case of Harit Sheth t/a K.H. Harit Sheth Advocates, Court of Appeal Application No. 276 of 2001, where the Court held as follows: “ …it is a bond by an advocate to conduct himself as expected of him by the court to which he is an officer – the advocate is obliged to honour it if only to protect his own reputation as an officer of the court … accordingly, the advocate who gives his Professional Undertaking becomes personally bound …” 24. This Court therefore finds that the warrants of attachment which proclaimed the properties of Conrad Law Advocates LLP were unjustified and ought to be set aside. Further, this Court notes that the same Conrad Law Advocates LLP was not a party to the suit in which Judgment was delivered, as Judgment was delivered against Conrad Maloba & Associates Advocates, which confirms that the warrants of attachment were unlawfully issued against the applicant herein.. If the answer to (i) above is in the affirmative, whether the order sought to set aside the warrants of attachment against the applicant should issue. 25. Given that the warrants of attachment were unlawfully issued against the properties of the applicant herein, this Court finds that the applicant stands to suffer substantial loss given that it was not the one which issued the Professional Undertaking. Having found that the warrants of attachment were issued against the wrong law firm, the same ought to be lifted so that execution can proceed against https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6120/eng@2026-04-17 4

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the rightful party, being the defendant herein, Maloba Conrad Anangwe T/A Conrad Maloba & Associates Advocates. In the event that the said law firm is no longer in existence, then liability shall fall personally on the Advocate, Maloba Conrad Anangwe, as he was personally bound by the Professional Undertaking. 26. Accordingly, this Court is persuaded that the applicant has made out a case to warrant being granted the orders sought herein. The Notice of Motion application dated 5th September 2025, is therefore allowed in the following terms: a. I hereby issue an order lifting, recalling and setting aside the warrants of attachment by Moran Auctioneers against the office and property of Conrad Law Advocates LLP; and b. Costs shall be in the cause. It is so ordered. DATED, SIGNED AND DELIVERED AT KIAMBU ON THIS 17TH DAY OF APRIL, 2026. RULING DELIVERED THROUGH MICROSOFT TEAMS ONLINE PLATFORM. NJOKI MWANGI JUDGE In the presence of:Mr. Hasham for the applicant Mr. Brian Okoth for the plaintiff No appearance for the defendant Ms Julia – Court Assistant. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6120/eng@2026-04-17 5

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