A. INTRODUCTION
1. Before this Court are two rival applications filed by the Plaintiffs and the Defendants respectively, each seeking interlocutory relief touching on the governance, management, and operations of Nyali School, an institution owned and managed under the auspices of the Mombasa Parents Club.
B. THE PLAINTIFFS’ APPLICATION
2. The Plaintiffs’ Notice of Motion dated 24th April 2026 seeks the following orders:
i. Spent;
ii. THAT pending the inter partes hearing of this Application, this Honourable Court be pleased to grant a temporary protection measure restraining the Defendants, their servants and/or agents from harassing and/or intimidating members of staff of Nyali School and from interfering in any manner with the scheduled school opening of 28th April 2026, and generally from interfering with the management and operations of the School;
iii. THAT pending the hearing and determination of arbitration proceedings between the parties herein, this Honourable Court be pleased to grant interim protection measures restraining the Defendants from harassing or intimidating members of staff and from interfering with the management and operations of Nyali School;
iv. THAT the OCS Nyali Police Station be directed to ensure compliance with the orders of this Court and facilitate the smooth running of school activities.
3. The application is supported by the affidavit of the 1st Plaintiff, who deposes that all parties are members of Mombasa Parents Club, which owns and manages Nyali School, an institution with over 1,000 enrolled pupils and more than 100 teaching and non-teaching staff.
4. He avers that pursuant to the Club Constitution, the school is managed by an elected Management Board. Following elections held on 16th March 2024, the Plaintiffs together with others were elected into office, with the 1st Plaintiff assuming the chairmanship.
5. The said election was subsequently challenged in Constitutional Petition No. E012 of 2024: James Nyamwata Madara v Ali Mohamed Salim & 17 Others , culminating in orders issued on 20th September 2024 appointing the Plaintiffs as interim members of the Management Board pending arbitration or further orders of the Court.
6. The 1st Plaintiff states that although arbitration did not eventually materialise, the interim board continued discharging its mandate pursuant to the subsisting court orders. Following the resignation of seven members on 24th April 2026, the board appointed three replacement members in accordance with the Club Constitution so as to ensure continuity in the management of the school pending the next Annual General Meeting.
7. The Plaintiffs further contend that on 23rd April 2026, the Defendants unlawfully stormed the school premises, declared themselves the new caretaker management board, incited parents to stop paying school fees, threatened violence, and generally created fear, hostility, and instability within the school environment.
8. It is further deposed that the Defendants’ actions are in direct contravention of the orders issued on 20th September 2024 and also contrary to Clause 45 of the Club Constitution, which mandates disputes to be resolved through arbitration.
9. The Plaintiffs aver that unless restrained, the Defendants’ actions will render the intended arbitration nugatory, destabilise the institution, lead to transfer of pupils, resignation of teachers, and disruption of school operations.
C. THE DEFENDANTS’ APPLICATION
10. The Defendants’ Notice of Motion dated 27th April 2026 seeks the following orders:
i. THAT the Plaintiffs/Respondents be restrained from interfering with the management, administration, and operations of Nyali School pending hearing and determination of the Application and suit;
ii. THAT the Plaintiffs/Respondents be restrained from accessing, operating, or dealing with the School’s funds, bank accounts, or financial resources;
iii. THAT the Plaintiffs/Respondents be restrained from issuing instructions to staff, parents, or members of the Mombasa Parents Club;
iv. THAT the Plaintiffs/Respondents be restrained from:
• interfering with the management and operations of Nyali School;
• holding themselves out as members of the Management Board;
• accessing or dealing with school funds;
v. THAT this Court recognizes the caretaker committee appointed by members as the interim management of the School pending lawful elections or further orders of the Court;
vi. THAT a full and independent audit of the School’s finances be conducted;
vii. THAT the Plaintiffs render a full account of all funds received, held, or expended and hand over all financial records and instruments, including signatory authority to the caretaker committee;
viii. THAT such other orders as this Court may deem fit and just be granted;
ix. Costs of the application.
11. The application is supported by the affidavit of Aurelia Mumbi Manyeti, the School Principal, sworn on 28th April 2026.
12. She contends that the orders issued on 20th September 2024 have since been overtaken by events, including:
a. resignation of seven board members;
b. loss of quorum;
c. failure to conduct arbitration;
d. failure to convene AGMs for the years ending 2024 and 2025;
e. failure to facilitate the appointment of an election board and conduct fresh elections.
13. She further accuses the Plaintiffs of financial impropriety, opacity in the management of school fees through Absa Bank accounts, refusal to furnish audited financial statements, and failure to remit statutory and contractual deductions including pension and SACCO remittances.
14. She deposes that on 24th June 2025, SACCO members resolved to receive direct remittances due to loss of confidence in the Plaintiffs’ financial management.
15. She further avers that on 28th April 2026, the Plaintiffs denied her access to her office and threatened termination should she fail to support them.
16. According to her, a meeting held on 22nd April 2026 validly established a caretaker committee with support from the Ministry of Education to restore accountability and operational stability within the institution.
D. REPLYING AND SUPPLEMENTARY AFFIDAVITS
17. On 9th May 2026, Ashun Said Khamis swore a replying affidavit affirming that a Special General Meeting held on that date resolved unanimously to establish a caretaker committee in compliance with this Court’s directions issued on 29th April 2026.
18. The Plaintiffs filed a supplementary affidavit recounting that after service of their application, the Defendants issued a letter purporting to assume management control of the school, seized the school communication phone used for parent communication and M-Pesa transactions, forcibly entered the principal’s office, ejected the 1st and 3rd Plaintiffs from the premises, and circulated inflammatory messages declaring their takeover irreversible.
19. In a replying affidavit sworn on 11th May 2026, the 1st Plaintiff challenged Ms. Manyeti’s locus standi, contending that she is not a member of the Club. He further states that she had been issued with a notice of non-renewal on 13th April 2026 and therefore lacked standing to impugn the Plaintiffs’ management.
20. The Plaintiffs deny all allegations of financial impropriety and contend that the Defendants are in contempt of the Court orders issued on 29th April 2026. They further explain that any delay in convening AGMs arose from circumstances beyond their control and state that an AGM has now been scheduled.
E. ISSUE FOR DETERMINATION
21. The singular issue for determination is whether either of the applications dated 24th April 2026 and 27th April 2026 is merited.
F. ANALYSIS AND DETERMINATION
(a) On the Defendants’ Application
22. The Defendants seek equitable relief while simultaneously engaging in conduct that demonstrates deliberate disregard of subsisting Court orders and established dispute resolution mechanisms.
23. The material placed before this Court reveals a recurring pattern of self-help measures undertaken by the Defendants on the eve of court proceedings, evidently calculated to alter the prevailing status quo and secure strategic advantage outside lawful judicial processes.
24. On an earlier occasion, the Defendants procured and relied upon correspondence from the Ministry of Education in an apparent attempt to clothe themselves with administrative legitimacy notwithstanding the subsisting orders of this Court recognizing the Plaintiffs as the interim management board.
25. More recently, and again immediately preceding the hearing of these applications, the Defendants hastily convened a purported Special General Meeting and purported to establish a caretaker committee in an attempt to retrospectively legitimise actions already undertaken in contravention of court orders.
26. This Court finds that the foregoing conduct demonstrates bad faith, calculated forum manipulation, and a deliberate attempt to circumvent both the authority of the Court and the arbitral dispute resolution mechanism provided under the Club Constitution.
27. The Court must reiterate that parties subject to subsisting court orders cannot arrogate unto themselves parallel governance structures through unilateral action. Such conduct undermines the rule of law and institutional order.
28. The equitable jurisdiction of this Court cannot be invoked by parties who openly act in defiance of the very authority from which they seek relief. The maxims that he who seeks equity must do equity and he who comes to equity must come with clean hands remain central to the exercise of judicial discretion.
29. Consequently, the Defendants’ application dated 27th April 2026 is devoid of merit and is hereby dismissed with costs.
(b) On the Plaintiffs’ Application
30. The Plaintiffs seek interim protection pending arbitration pursuant to Clause 45 of the Club Constitution.
31. The applicable principles governing interlocutory injunctions were settled in Giella v Cassman Brown [1973] EA 358 and restated in Nguruman Limited v Jan Bonde Nielsen & 2 Others [2014] eKLR , where the Court held:
“These are the three pillars on which rests the foundation of any order of injunction, interlocutory or permanent. It is established that all the above three conditions and stages are to be applied as separate, distinct and logical hurdles which the applicant is expected to surmount sequentially.”
32. The Plaintiffs have established a prima facie case with a probability of success. They remain the duly recognized interim management board pursuant to the orders issued on 20th September 2024, and no lawful election or subsequent court order has displaced their mandate.
33. The Court is equally satisfied that irreparable harm would ensue absent protection orders. The continued power struggles, confrontations, and parallel assertions of authority threaten the stability of an educational institution hosting over one thousand pupils and numerous teaching and non-teaching staff.
34. The primary victims of this dispute are not the litigants themselves, but the children whose education and welfare stand imperilled by the prevailing uncertainty and disorder.
35. On the balance of convenience, preservation of the existing lawful structure pending arbitration or further orders of the Court is the course least likely to occasion institutional paralysis and disruption.
36. However, the Court must also observe that the Plaintiffs cannot indefinitely rely on interim orders while delaying invocation or conclusion of the arbitral process contemplated under the Constitution of the Club.
37. Both parties bore equal liberty to move either the arbitral forum or this Court for directions and expeditious disposal of the dispute. Interim arrangements were never intended to become permanent governance structures.
38. This Court shall therefore exercise its case management powers to ensure that the dispute proceeds expeditiously either through arbitration or judicial determination should arbitration fail or prove impracticable.
39. In the meantime, the status quo established by the orders recognizing the Plaintiffs as the interim management board shall remain in force pending:
a. determination of the arbitral proceedings;
b. determination of this suit;
c. lawful variation or discharge of the existing orders by a competent court; or
d. election of a substantive management board in accordance with the Club Constitution.
40. For avoidance of doubt, the Plaintiffs, as the recognized interim management board, shall continue exercising all lawful managerial, administrative, and financial functions of the School, including operation of the School’s bank accounts, finances, and day-to-day affairs, subject always to the Constitution of the Club and applicable law.
41. This Court further warns all parties, and particularly the Defendants, that any continued acts of disobedience, interference, intimidation, inflammatory communication, parallel administration, or unilateral assumption of authority in contravention of these orders shall invite appropriate sanctions from the Court, including summons for contempt proceedings.
42. The Court is of the considered view that continued police involvement in the day-to-day operations of an educational institution is undesirable and ought to be avoided unless absolutely necessary. Parties are therefore directed to conduct themselves with restraint and civility and to comply strictly with the orders of this Court. If the need arises, the relevant party to apply.
43. The Court further directs that the Court’s Chief Administrator be added to the official WhatsApp communication group presently used for school management and operational communication for purposes of monitoring compliance with these orders and ensuring decorum in communication by all parties.
44. Finally, this Court reminds all parties that they are custodians of an educational institution serving children whose welfare and best interests remain paramount. They are expected to conduct themselves responsibly, avoid inflammatory conduct, and exemplify the values, maturity, and discipline expected of leaders entrusted with the education and upbringing of children.
G. FINAL ORDERS
45. Accordingly, the Court makes the following orders:
a. The Defendants’ Notice of Motion dated 27th April 2026 is hereby dismissed with costs.
b. The Plaintiffs’ Notice of Motion dated 24th April 2026 is hereby allowed in terms of prayers 2 and 3 thereof.
c. Pending determination of this suit, conclusion of arbitration proceedings, lawful variation of the subsisting orders, or election of a substantive management board in accordance with the Club Constitution, the Plaintiffs shall continue serving as the interim management board of Nyali School with full authority to manage the institution, including administration, operations, finances, and operation of school accounts.
d.To this end, the earlier orders restraining both sides from operating the school accounts and finances are vacated in respect to the plaintiffs. The defendant are further restrained from collecting monies from the parents and running parallel operations within the school.
e. The Court’s Chief Administrator shall be added to the official school management WhatsApp communication group for purposes of monitoring compliance with these orders and maintaining decorum in communication.
f. Any party found acting in breach of these orders shall be liable to contempt proceedings and attendant sanctions under the law.
g. The Defendants to pay the costs of the Plaintiffs ‘Application.
46. It is so ordered.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS …14th… DAY OF …May……… 2026.
HON. LADY JUSTICE W. K. MICHENI
JUDGE
1. Before this Court are two rival applications filed by the Plaintiffs and the Defendants respectively, each seeking interlocutory relief touching on the governance, management, and operations of Nyali School, an institution owned and managed under the auspices of the Mombasa Parents Club.
B. THE PLAINTIFFS’ APPLICATION
2. The Plaintiffs’ Notice of Motion dated 24th April 2026 seeks the following orders:
i. Spent;
ii. THAT pending the inter partes hearing of this Application, this Honourable Court be pleased to grant a temporary protection measure restraining the Defendants, their servants and/or agents from harassing and/or intimidating members of staff of Nyali School and from interfering in any manner with the scheduled school opening of 28th April 2026, and generally from interfering with the management and operations of the School;
iii. THAT pending the hearing and determination of arbitration proceedings between the parties herein, this Honourable Court be pleased to grant interim protection measures restraining the Defendants from harassing or intimidating members of staff and from interfering with the management and operations of Nyali School;
iv. THAT the OCS Nyali Police Station be directed to ensure compliance with the orders of this Court and facilitate the smooth running of school activities.
3. The application is supported by the affidavit of the 1st Plaintiff, who deposes that all parties are members of Mombasa Parents Club, which owns and manages Nyali School, an institution with over 1,000 enrolled pupils and more than 100 teaching and non-teaching staff.
4. He avers that pursuant to the Club Constitution, the school is managed by an elected Management Board. Following elections held on 16th March 2024, the Plaintiffs together with others were elected into office, with the 1st Plaintiff assuming the chairmanship.
5. The said election was subsequently challenged in Constitutional Petition No. E012 of 2024: James Nyamwata Madara v Ali Mohamed Salim & 17 Others , culminating in orders issued on 20th September 2024 appointing the Plaintiffs as interim members of the Management Board pending arbitration or further orders of the Court.
6. The 1st Plaintiff states that although arbitration did not eventually materialise, the interim board continued discharging its mandate pursuant to the subsisting court orders. Following the resignation of seven members on 24th April 2026, the board appointed three replacement members in accordance with the Club Constitution so as to ensure continuity in the management of the school pending the next Annual General Meeting.
7. The Plaintiffs further contend that on 23rd April 2026, the Defendants unlawfully stormed the school premises, declared themselves the new caretaker management board, incited parents to stop paying school fees, threatened violence, and generally created fear, hostility, and instability within the school environment.
8. It is further deposed that the Defendants’ actions are in direct contravention of the orders issued on 20th September 2024 and also contrary to Clause 45 of the Club Constitution, which mandates disputes to be resolved through arbitration.
9. The Plaintiffs aver that unless restrained, the Defendants’ actions will render the intended arbitration nugatory, destabilise the institution, lead to transfer of pupils, resignation of teachers, and disruption of school operations.
C. THE DEFENDANTS’ APPLICATION
10. The Defendants’ Notice of Motion dated 27th April 2026 seeks the following orders:
i. THAT the Plaintiffs/Respondents be restrained from interfering with the management, administration, and operations of Nyali School pending hearing and determination of the Application and suit;
ii. THAT the Plaintiffs/Respondents be restrained from accessing, operating, or dealing with the School’s funds, bank accounts, or financial resources;
iii. THAT the Plaintiffs/Respondents be restrained from issuing instructions to staff, parents, or members of the Mombasa Parents Club;
iv. THAT the Plaintiffs/Respondents be restrained from:
• interfering with the management and operations of Nyali School;
• holding themselves out as members of the Management Board;
• accessing or dealing with school funds;
v. THAT this Court recognizes the caretaker committee appointed by members as the interim management of the School pending lawful elections or further orders of the Court;
vi. THAT a full and independent audit of the School’s finances be conducted;
vii. THAT the Plaintiffs render a full account of all funds received, held, or expended and hand over all financial records and instruments, including signatory authority to the caretaker committee;
viii. THAT such other orders as this Court may deem fit and just be granted;
ix. Costs of the application.
11. The application is supported by the affidavit of Aurelia Mumbi Manyeti, the School Principal, sworn on 28th April 2026.
12. She contends that the orders issued on 20th September 2024 have since been overtaken by events, including:
a. resignation of seven board members;
b. loss of quorum;
c. failure to conduct arbitration;
d. failure to convene AGMs for the years ending 2024 and 2025;
e. failure to facilitate the appointment of an election board and conduct fresh elections.
13. She further accuses the Plaintiffs of financial impropriety, opacity in the management of school fees through Absa Bank accounts, refusal to furnish audited financial statements, and failure to remit statutory and contractual deductions including pension and SACCO remittances.
14. She deposes that on 24th June 2025, SACCO members resolved to receive direct remittances due to loss of confidence in the Plaintiffs’ financial management.
15. She further avers that on 28th April 2026, the Plaintiffs denied her access to her office and threatened termination should she fail to support them.
16. According to her, a meeting held on 22nd April 2026 validly established a caretaker committee with support from the Ministry of Education to restore accountability and operational stability within the institution.
D. REPLYING AND SUPPLEMENTARY AFFIDAVITS
17. On 9th May 2026, Ashun Said Khamis swore a replying affidavit affirming that a Special General Meeting held on that date resolved unanimously to establish a caretaker committee in compliance with this Court’s directions issued on 29th April 2026.
18. The Plaintiffs filed a supplementary affidavit recounting that after service of their application, the Defendants issued a letter purporting to assume management control of the school, seized the school communication phone used for parent communication and M-Pesa transactions, forcibly entered the principal’s office, ejected the 1st and 3rd Plaintiffs from the premises, and circulated inflammatory messages declaring their takeover irreversible.
19. In a replying affidavit sworn on 11th May 2026, the 1st Plaintiff challenged Ms. Manyeti’s locus standi, contending that she is not a member of the Club. He further states that she had been issued with a notice of non-renewal on 13th April 2026 and therefore lacked standing to impugn the Plaintiffs’ management.
20. The Plaintiffs deny all allegations of financial impropriety and contend that the Defendants are in contempt of the Court orders issued on 29th April 2026. They further explain that any delay in convening AGMs arose from circumstances beyond their control and state that an AGM has now been scheduled.
E. ISSUE FOR DETERMINATION
21. The singular issue for determination is whether either of the applications dated 24th April 2026 and 27th April 2026 is merited.
F. ANALYSIS AND DETERMINATION
(a) On the Defendants’ Application
22. The Defendants seek equitable relief while simultaneously engaging in conduct that demonstrates deliberate disregard of subsisting Court orders and established dispute resolution mechanisms.
23. The material placed before this Court reveals a recurring pattern of self-help measures undertaken by the Defendants on the eve of court proceedings, evidently calculated to alter the prevailing status quo and secure strategic advantage outside lawful judicial processes.
24. On an earlier occasion, the Defendants procured and relied upon correspondence from the Ministry of Education in an apparent attempt to clothe themselves with administrative legitimacy notwithstanding the subsisting orders of this Court recognizing the Plaintiffs as the interim management board.
25. More recently, and again immediately preceding the hearing of these applications, the Defendants hastily convened a purported Special General Meeting and purported to establish a caretaker committee in an attempt to retrospectively legitimise actions already undertaken in contravention of court orders.
26. This Court finds that the foregoing conduct demonstrates bad faith, calculated forum manipulation, and a deliberate attempt to circumvent both the authority of the Court and the arbitral dispute resolution mechanism provided under the Club Constitution.
27. The Court must reiterate that parties subject to subsisting court orders cannot arrogate unto themselves parallel governance structures through unilateral action. Such conduct undermines the rule of law and institutional order.
28. The equitable jurisdiction of this Court cannot be invoked by parties who openly act in defiance of the very authority from which they seek relief. The maxims that he who seeks equity must do equity and he who comes to equity must come with clean hands remain central to the exercise of judicial discretion.
29. Consequently, the Defendants’ application dated 27th April 2026 is devoid of merit and is hereby dismissed with costs.
(b) On the Plaintiffs’ Application
30. The Plaintiffs seek interim protection pending arbitration pursuant to Clause 45 of the Club Constitution.
31. The applicable principles governing interlocutory injunctions were settled in Giella v Cassman Brown [1973] EA 358 and restated in Nguruman Limited v Jan Bonde Nielsen & 2 Others [2014] eKLR , where the Court held:
“These are the three pillars on which rests the foundation of any order of injunction, interlocutory or permanent. It is established that all the above three conditions and stages are to be applied as separate, distinct and logical hurdles which the applicant is expected to surmount sequentially.”
32. The Plaintiffs have established a prima facie case with a probability of success. They remain the duly recognized interim management board pursuant to the orders issued on 20th September 2024, and no lawful election or subsequent court order has displaced their mandate.
33. The Court is equally satisfied that irreparable harm would ensue absent protection orders. The continued power struggles, confrontations, and parallel assertions of authority threaten the stability of an educational institution hosting over one thousand pupils and numerous teaching and non-teaching staff.
34. The primary victims of this dispute are not the litigants themselves, but the children whose education and welfare stand imperilled by the prevailing uncertainty and disorder.
35. On the balance of convenience, preservation of the existing lawful structure pending arbitration or further orders of the Court is the course least likely to occasion institutional paralysis and disruption.
36. However, the Court must also observe that the Plaintiffs cannot indefinitely rely on interim orders while delaying invocation or conclusion of the arbitral process contemplated under the Constitution of the Club.
37. Both parties bore equal liberty to move either the arbitral forum or this Court for directions and expeditious disposal of the dispute. Interim arrangements were never intended to become permanent governance structures.
38. This Court shall therefore exercise its case management powers to ensure that the dispute proceeds expeditiously either through arbitration or judicial determination should arbitration fail or prove impracticable.
39. In the meantime, the status quo established by the orders recognizing the Plaintiffs as the interim management board shall remain in force pending:
a. determination of the arbitral proceedings;
b. determination of this suit;
c. lawful variation or discharge of the existing orders by a competent court; or
d. election of a substantive management board in accordance with the Club Constitution.
40. For avoidance of doubt, the Plaintiffs, as the recognized interim management board, shall continue exercising all lawful managerial, administrative, and financial functions of the School, including operation of the School’s bank accounts, finances, and day-to-day affairs, subject always to the Constitution of the Club and applicable law.
41. This Court further warns all parties, and particularly the Defendants, that any continued acts of disobedience, interference, intimidation, inflammatory communication, parallel administration, or unilateral assumption of authority in contravention of these orders shall invite appropriate sanctions from the Court, including summons for contempt proceedings.
42. The Court is of the considered view that continued police involvement in the day-to-day operations of an educational institution is undesirable and ought to be avoided unless absolutely necessary. Parties are therefore directed to conduct themselves with restraint and civility and to comply strictly with the orders of this Court. If the need arises, the relevant party to apply.
43. The Court further directs that the Court’s Chief Administrator be added to the official WhatsApp communication group presently used for school management and operational communication for purposes of monitoring compliance with these orders and ensuring decorum in communication by all parties.
44. Finally, this Court reminds all parties that they are custodians of an educational institution serving children whose welfare and best interests remain paramount. They are expected to conduct themselves responsibly, avoid inflammatory conduct, and exemplify the values, maturity, and discipline expected of leaders entrusted with the education and upbringing of children.
G. FINAL ORDERS
45. Accordingly, the Court makes the following orders:
a. The Defendants’ Notice of Motion dated 27th April 2026 is hereby dismissed with costs.
b. The Plaintiffs’ Notice of Motion dated 24th April 2026 is hereby allowed in terms of prayers 2 and 3 thereof.
c. Pending determination of this suit, conclusion of arbitration proceedings, lawful variation of the subsisting orders, or election of a substantive management board in accordance with the Club Constitution, the Plaintiffs shall continue serving as the interim management board of Nyali School with full authority to manage the institution, including administration, operations, finances, and operation of school accounts.
d.To this end, the earlier orders restraining both sides from operating the school accounts and finances are vacated in respect to the plaintiffs. The defendant are further restrained from collecting monies from the parents and running parallel operations within the school.
e. The Court’s Chief Administrator shall be added to the official school management WhatsApp communication group for purposes of monitoring compliance with these orders and maintaining decorum in communication.
f. Any party found acting in breach of these orders shall be liable to contempt proceedings and attendant sanctions under the law.
g. The Defendants to pay the costs of the Plaintiffs ‘Application.
46. It is so ordered.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS …14th… DAY OF …May……… 2026.
HON. LADY JUSTICE W. K. MICHENI
JUDGE