Erastus Karanja Gakuya & Peter Mbogo Kagira v John Kamau Mwangi, James Kinuthia Muchai, Erustaus Muiruri Gichuru & Jacob Gitonga Kaghai [2017] KEHC 9608 (KLR)

REPUBLIC OF KENYA

IN THE HIGH COURT OF KENYA AT NAIROBI

CIVIL DIVISION

HIGH COURT CIVIL CASE NO. 188 OF 2017

ERASTUS KARANJA GAKUYA.................................................1ST PLAINTIFF

PETER MBOGO KAGIRA .........................................................2ND PLAINTIFF

VERSUS

JOHN KAMAU MWANGI.......................................................1ST DEFENDANT

JAMES KINUTHIA MUCHAI.................................................2ND DEFENDANT

ERUSTAUS MUIRURI GICHURU.........................................3RD DEFENDANT

JACOB GITONGA KAGHAI ................................................ 4TH DEFENDANT

AND

MAKOMBOKI TEA FACTORY CO. LIMITED ......1ST INTERESTED PARTY

KTDA MANAGEMENT SERVICES LIMITED ......2ND INTERESTED PARTY

RULING

1. The application dated 6th November, 2017 was certified urgent on 7th November, 2017. The application was served and counsels for the respective parties heard in respect of prayer 2 and 3 which  seek  the following interim orders:

“1. Spent

2. That the Board of Directors of the 1st Interested Party be allowed to convene and conduct a meeting of the Board for purposes of discussing and determining the suitability of the 1st Defendant to contest for the Directorship of the 1st Interested Party.

3. That pending hearing and determination of this application, the elections for directorship of the Interested Party scheduled for 7th November 2017 and the Interested Party’s Annual General Meeting scheduled for 15th November, 2017 be stayed until the dispute on the candidature and suitability of the 1st Plaintiff is deliberated upon by the Board and determined.”

2. The counsels for the respective parties were in agreement that the meeting scheduled for the 15th November, 2017 do proceed as planned.  The bone of contention relates to who should chair the said meeting.  Upon considering the submissions by the counsels, it is abundantly clear that the directors of the subject Tea Factory are parties herein either as Plaintiffs, Defendants or Interested Parties. Although the dispute herein touches on the office of the chairman and vice chairman of Board of Directors of the Tea Factory, any of the protagonists herein may not be seen as an impartial chair of the meeting. It is not in dispute that one Willis Odhiambo who has been proposed by the Plaintiffs and the 2nd Interested Party as a neutral party who can chair the meeting is not a party herein. No material has been placed before the court that reflects otherwise.  Consequently, this court orders that the meeting do proceed with the said Willis Odhiambo as the chair.  Costs in cause.

Date, signed and delivered at Nairobi this 13th day of Nov., 2017

B. THURANIRA JADEN

JUDGE