REPUBLIC OF KENYA
IN THE EMPLOYMENT AND LABOUR RELATIONS COURT
AT NAIROBI
PETITION NO. E154 OF 2026
(Before Hon. Justice Dr. Jacob Gakeri)
DAVID MUCHOKI MURIUKI…..……………………..…. PETITIONER
VERSUS
KENYA PIPELINE COMPANY PLC……………………...RESPONDENT
RULING
Before the court for determination is the Applicant’s Notice of motion dated 18 th June 2026 filed under Certificate of Urgency seeking orders that:
1. Spent.
2. Spent.
3. Pending the hearing and determination of this Application, this Honorable court be pleased to vacate, discharge, vary and/or set aside the interim orders issued on 18 th May 2026 granting a status quo order and a conservatory order against the respondent.
4. In the alternative and without prejudice to prayer No. 3 above, conservatory orders issued on 18 th May 2026 be limited strictly to preserving the petitioner’s substantive employment status, contractual salary and benefits and shall not operate to restrain, police or suspend the Respondent from undertaking its lawful administrative, operational and managerial functions.
5. This Honourable court be pleased to issue such further or other orders as it may deem fit and just in the circumstance.
6. The costs of this Application be provided for.
The Notice of Motion is expressed under Article 159 (2) (d) of the Constitution of Kenya, Section 12(3) (viii) of the Employment and Labour Relations Court Act and Rule 46 and 80 of the Employment and Labour Relations Court (Procedure) Rules, 2024, and based on the grounds set out on its face and the Supporting Affidavit of Dinah Kirwa sworn on 18 th June 2026 who deponed that the order were issued prior to the Respondent’s response and thus the court did not have the benefit of the Respondents position.
The affiant deponed that the petitioner’s position had not been wound up or abolished and no redundancy or demotion process had been initiated and the petitioner was serving under a fixed term contract renewed from 5 th November 2025 with full contractual benefit.
The affiant further depones that no re-organization or restructuring had taken place and the petitioners functions remained intact. That the transfer of project implementation oversight to respective user departments neither abolished, diminished, restructure nor fundamentally alter the petitioners office position, mandate or terms and conditions of employment and the administrative decision had taken effect before the orders issued on 18 th May 2026.
That the petitioner had taken the position that orders prohibited the respondent from making any operational or management decisions relating to projects falling under the Directorate of Infrastructure Development.
That the orders as framed were unworkable and overboard as they restricted the Respondent from exercising lawful and management discretion in relation to projects.
The affiant further, deposes that being a publicly listed company, the Respondent was required to manage its operations efficiently, fulfil its contractual obligations and act in the best interests of shareholders and stakeholders but the petitioner’s construction of the order had constrained the Respondents ability to make legitimate operational and administrative decisions concerning implementation of infrastructure projects and management of contractual relationships with 3 rd parties and the prejudice outweighs any conceivable harm to the petitioner who remains in employment with full benefits and the balance of convenience was in favour of variation or setting aside of the orders.
Finally, the affiant deposes that the petitioner had failed to to satisfy the requirements for a conservatory order to issue as he had no prima facie case, irreparable harm and the balance of convenience was in favour of the Respondent.
Respondent’s case
In opposition to the Notice of Motion, the Petitioner filed a Replying Affidavit sworn on 24 th June 2026 deponing that re-assignment of six project to user departments vide Internal Memo dated 12 th May 2026 to Operations and Engineering Services was tantamount to a redundancy, abolishment or demotion. That the contract was renewed for five (5) years to enable him carry out those roles and the Directorate had four Departments namely;
a) Project design planning and costing
b) Project implementation management
c) Right of way and civil works
d) Air wing.
The affiant deponed that orders such as strategic planning and formulation of long term policies, annual budgeting and resources allocation, project planning, feasibility studies and evaluation of business cases, quality assurance and technical standards compliance, overall departmental oversight and leadership innovation and technology adoption, customer service and stakeholder engagement, safety compliance and HSE oversight and performance management and staff development, made reference to by Dinah Kirwa were carried out by the Departments and by moving the departments to another department left the General Manager Infrastructure and Development as a shell.
The affiant deponed that the six (6) roles he was handling were;
a. Engineering procurement and Construction of tanks wester Kenya Depots Lot 1 (PS28).
b. Engineering procumbent and construction of tanks, Western Kenya-Depots – lot 3 (ps25)
c. Upgrade of Line 4 at Ps 22 Partial Phase II
d. Engineering Procurement and Construction of an additional storage tank and accessories for AGO, capacity 10,000 at PS28 Kisumu.
e. Connectivity of Portreitz Tank Farm to line 5, KOT 2 and Kosf.
That the projects the affiant was handling had been assigned to the General Manager (Operations & Engineering Services) and were on-going despite the court orders and could not prevent or protect the Respondent from carrying on with the projects and there was no misrepresentation of facts.
I have considered the submissions on record
The singular issue for determination is whether the Respondent/Applicant’s Notice of Motion dated 18 th June 2026 is merited.
While the Respondent/Applicant avers that the temporary order are unduly interfering with the Respondents operations and in particular fulfilment of contractual obligations to 3 rd parties, the petitioner maintains that the transfer of the six (6) projects to the General Manager Operations and Engineering Services left a shell in the name of General Manager (Infrastructure and Development).
However, the court notes that the petitioner did not avail a copy of his job description or provide a summary or detailed account of his remit as the General Manager (Infrastructure and Development).
In his contract of employment dated 5 th November 2020, renewed effective 5 th November 2025 only the first two (2) key responsibilities related to projects research planning design construction civil works commissioning and takeover, and ensuring efficiency in all stages, cost effectiveness and timely completion.
The remaining four (4) key responsibilities, related to other matters closely related to the foregoing, the petitioner did not avail a list of all the activities he was undertaking including the six (6) projects. This would have enabled the court determine the scope of responsibility the petitioner retained as the key responsibilities under the contract of employment which suggests that the petitioner’s responsibilities were more extensive and only the projects appear to have been outdoor.
The materials placed before the court appear to suggest that although the transfer of the six (6) projects to user departments dented the petitioner’s responsibilities in the Respondent company, there is no evidence to suggest that the petitioner’s position became a shell or was a constructive redundancy, reduction of stature notwithstanding.
Significantly, it is important to underline the fact that following the successful finalization of privatization of the Respondent company and listing of its shares in the Main Investment Market Segment of the Nairobi Securities Exchange on 10 th March 2026, the Respondent company became a public limited company governed by the Companies Act and the constitutive documents under a Board of directors.
The transition meant that the respondent’s orientation changed as it became a commercial or business enterprise with profit maximization and enhancement of shareholder value as its core objectives among others.
It is surmisable that the changes made by the Respondent’s Board of directors is part of the process to streamline operations and enhance efficiency to facilitate the transition and possibly other changes are envisaged in future to conclude the transition.
It is not the remit of this court to dictate how the Respondent ought to restructure as it transitions from a Government Owned Enterprise to a publicly listed company under an independent Board of Directors which is the policy and decision-making body of respondent.
Although the Board of directors has power to effect such changes, structural or otherwise as are necessary to enhance the company’s operations and bottom-line, the changes must be grounded on scrupulous observance of the law and employee interests are part of the factual matrix.
Under section 142 of the companies Act a director of company shall-
(a) Act in accordance with the constitution of the company; and
(b) Only exercise powers for the purposes for which they are conferred.
In the court’s view, the Board of directors of the Respondent company have the freedom to make such decisions and effect such changes as are necessary to promote the company’s interest as ordained by the provisions of Section 143 of the companies Act of the companies Act, which provides;
(i) A director of a company shall act in the way in which the director considers, in good faith would promote the success of the company for the benefit of its members as whole and in so doing the director shall have regard to
(a) The long-term consequences of any decision of the directors;
(b) The interests of employees of the company;
(c) The need to foster the company’s business relationships with suppliers, customers and others;
(d) The impact of the operations of the company on the community and the environment.
(e) The desirability of the company to maintain a reputation for high standards of business conduct; and
(f) The need to act fairly as between the directors and the members of the company.
Under the foregoing provisions, the interests of employees are accorded prominence.
As adverted to elsewhere, it is not the business of courts to direct companies how to restructure their internal processes or make business decisions, powers typically vested on board of directors of the company and as long as such boards of directors are acting in accord with the constitutive documents of the company and the law, that’s their remit.
A court of law will however, intervene where internally prescribed processes and/or the law is not being adhered to.
In the court’s view, the Board of directors of the respondent should be accorded the latitude it requires to conceptualize and implement policies frameworks and changes as are necessary to promote the success of the company in the new dispensation, but do so having regard to existing arrangements and the law.
In the circumstances of this case the court is not persuaded that the orders issued on 18 th May 2026 are sustainable in their entirety and are varied as follows.
The status quo order shall operate with respect to the petitioner’s employment status contractual salary and benefits only.
Parties shall bear their own costs.
DATED, SIGNED AND DELIVERED VIRTUALLY AT NAIROBI ON THIS 30TH JULY, 2026.
DR. JACOB GAKERI
JUDGE
ORDER
In view of the declaration of measures restricting court operations due to the COVID-19 pandemic and in light of the directions issued by His Lordship, the Chief Justice on 15 th March 2020 and subsequent directions of 21 st April 2020 that judgments and rulings shall be delivered through video conferencing or via email. They have waived compliance with Order 21 Rule 1 of the Civil Procedure Rules , which requires that all judgments and rulings be pronounced in open court. In permitting this course, this court has been guided by Article 159(2)(d) of the Constitution which requires the court to eschew undue technicalities in delivering justice, the right of access to justice guaranteed to every person under Article 48 of the Constitution and the provisions of Section 1B of the Civil Procedure Act (Chapter 21 of the Laws of Kenya) which impose on this court the duty of the court, inter alia, to use suitable technology to enhance the overriding objective which is to facilitate just, expeditious, proportionate and affordable resolution of civil disputes.
DR. JACOB GAKERI
JUDGE
Page 2 of 2
IN THE EMPLOYMENT AND LABOUR RELATIONS COURT
AT NAIROBI
PETITION NO. E154 OF 2026
(Before Hon. Justice Dr. Jacob Gakeri)
DAVID MUCHOKI MURIUKI…..……………………..…. PETITIONER
VERSUS
KENYA PIPELINE COMPANY PLC……………………...RESPONDENT
RULING
Before the court for determination is the Applicant’s Notice of motion dated 18 th June 2026 filed under Certificate of Urgency seeking orders that:
1. Spent.
2. Spent.
3. Pending the hearing and determination of this Application, this Honorable court be pleased to vacate, discharge, vary and/or set aside the interim orders issued on 18 th May 2026 granting a status quo order and a conservatory order against the respondent.
4. In the alternative and without prejudice to prayer No. 3 above, conservatory orders issued on 18 th May 2026 be limited strictly to preserving the petitioner’s substantive employment status, contractual salary and benefits and shall not operate to restrain, police or suspend the Respondent from undertaking its lawful administrative, operational and managerial functions.
5. This Honourable court be pleased to issue such further or other orders as it may deem fit and just in the circumstance.
6. The costs of this Application be provided for.
The Notice of Motion is expressed under Article 159 (2) (d) of the Constitution of Kenya, Section 12(3) (viii) of the Employment and Labour Relations Court Act and Rule 46 and 80 of the Employment and Labour Relations Court (Procedure) Rules, 2024, and based on the grounds set out on its face and the Supporting Affidavit of Dinah Kirwa sworn on 18 th June 2026 who deponed that the order were issued prior to the Respondent’s response and thus the court did not have the benefit of the Respondents position.
The affiant deponed that the petitioner’s position had not been wound up or abolished and no redundancy or demotion process had been initiated and the petitioner was serving under a fixed term contract renewed from 5 th November 2025 with full contractual benefit.
The affiant further depones that no re-organization or restructuring had taken place and the petitioners functions remained intact. That the transfer of project implementation oversight to respective user departments neither abolished, diminished, restructure nor fundamentally alter the petitioners office position, mandate or terms and conditions of employment and the administrative decision had taken effect before the orders issued on 18 th May 2026.
That the petitioner had taken the position that orders prohibited the respondent from making any operational or management decisions relating to projects falling under the Directorate of Infrastructure Development.
That the orders as framed were unworkable and overboard as they restricted the Respondent from exercising lawful and management discretion in relation to projects.
The affiant further, deposes that being a publicly listed company, the Respondent was required to manage its operations efficiently, fulfil its contractual obligations and act in the best interests of shareholders and stakeholders but the petitioner’s construction of the order had constrained the Respondents ability to make legitimate operational and administrative decisions concerning implementation of infrastructure projects and management of contractual relationships with 3 rd parties and the prejudice outweighs any conceivable harm to the petitioner who remains in employment with full benefits and the balance of convenience was in favour of variation or setting aside of the orders.
Finally, the affiant deposes that the petitioner had failed to to satisfy the requirements for a conservatory order to issue as he had no prima facie case, irreparable harm and the balance of convenience was in favour of the Respondent.
Respondent’s case
In opposition to the Notice of Motion, the Petitioner filed a Replying Affidavit sworn on 24 th June 2026 deponing that re-assignment of six project to user departments vide Internal Memo dated 12 th May 2026 to Operations and Engineering Services was tantamount to a redundancy, abolishment or demotion. That the contract was renewed for five (5) years to enable him carry out those roles and the Directorate had four Departments namely;
a) Project design planning and costing
b) Project implementation management
c) Right of way and civil works
d) Air wing.
The affiant deponed that orders such as strategic planning and formulation of long term policies, annual budgeting and resources allocation, project planning, feasibility studies and evaluation of business cases, quality assurance and technical standards compliance, overall departmental oversight and leadership innovation and technology adoption, customer service and stakeholder engagement, safety compliance and HSE oversight and performance management and staff development, made reference to by Dinah Kirwa were carried out by the Departments and by moving the departments to another department left the General Manager Infrastructure and Development as a shell.
The affiant deponed that the six (6) roles he was handling were;
a. Engineering procurement and Construction of tanks wester Kenya Depots Lot 1 (PS28).
b. Engineering procumbent and construction of tanks, Western Kenya-Depots – lot 3 (ps25)
c. Upgrade of Line 4 at Ps 22 Partial Phase II
d. Engineering Procurement and Construction of an additional storage tank and accessories for AGO, capacity 10,000 at PS28 Kisumu.
e. Connectivity of Portreitz Tank Farm to line 5, KOT 2 and Kosf.
That the projects the affiant was handling had been assigned to the General Manager (Operations & Engineering Services) and were on-going despite the court orders and could not prevent or protect the Respondent from carrying on with the projects and there was no misrepresentation of facts.
I have considered the submissions on record
The singular issue for determination is whether the Respondent/Applicant’s Notice of Motion dated 18 th June 2026 is merited.
While the Respondent/Applicant avers that the temporary order are unduly interfering with the Respondents operations and in particular fulfilment of contractual obligations to 3 rd parties, the petitioner maintains that the transfer of the six (6) projects to the General Manager Operations and Engineering Services left a shell in the name of General Manager (Infrastructure and Development).
However, the court notes that the petitioner did not avail a copy of his job description or provide a summary or detailed account of his remit as the General Manager (Infrastructure and Development).
In his contract of employment dated 5 th November 2020, renewed effective 5 th November 2025 only the first two (2) key responsibilities related to projects research planning design construction civil works commissioning and takeover, and ensuring efficiency in all stages, cost effectiveness and timely completion.
The remaining four (4) key responsibilities, related to other matters closely related to the foregoing, the petitioner did not avail a list of all the activities he was undertaking including the six (6) projects. This would have enabled the court determine the scope of responsibility the petitioner retained as the key responsibilities under the contract of employment which suggests that the petitioner’s responsibilities were more extensive and only the projects appear to have been outdoor.
The materials placed before the court appear to suggest that although the transfer of the six (6) projects to user departments dented the petitioner’s responsibilities in the Respondent company, there is no evidence to suggest that the petitioner’s position became a shell or was a constructive redundancy, reduction of stature notwithstanding.
Significantly, it is important to underline the fact that following the successful finalization of privatization of the Respondent company and listing of its shares in the Main Investment Market Segment of the Nairobi Securities Exchange on 10 th March 2026, the Respondent company became a public limited company governed by the Companies Act and the constitutive documents under a Board of directors.
The transition meant that the respondent’s orientation changed as it became a commercial or business enterprise with profit maximization and enhancement of shareholder value as its core objectives among others.
It is surmisable that the changes made by the Respondent’s Board of directors is part of the process to streamline operations and enhance efficiency to facilitate the transition and possibly other changes are envisaged in future to conclude the transition.
It is not the remit of this court to dictate how the Respondent ought to restructure as it transitions from a Government Owned Enterprise to a publicly listed company under an independent Board of Directors which is the policy and decision-making body of respondent.
Although the Board of directors has power to effect such changes, structural or otherwise as are necessary to enhance the company’s operations and bottom-line, the changes must be grounded on scrupulous observance of the law and employee interests are part of the factual matrix.
Under section 142 of the companies Act a director of company shall-
(a) Act in accordance with the constitution of the company; and
(b) Only exercise powers for the purposes for which they are conferred.
In the court’s view, the Board of directors of the Respondent company have the freedom to make such decisions and effect such changes as are necessary to promote the company’s interest as ordained by the provisions of Section 143 of the companies Act of the companies Act, which provides;
(i) A director of a company shall act in the way in which the director considers, in good faith would promote the success of the company for the benefit of its members as whole and in so doing the director shall have regard to
(a) The long-term consequences of any decision of the directors;
(b) The interests of employees of the company;
(c) The need to foster the company’s business relationships with suppliers, customers and others;
(d) The impact of the operations of the company on the community and the environment.
(e) The desirability of the company to maintain a reputation for high standards of business conduct; and
(f) The need to act fairly as between the directors and the members of the company.
Under the foregoing provisions, the interests of employees are accorded prominence.
As adverted to elsewhere, it is not the business of courts to direct companies how to restructure their internal processes or make business decisions, powers typically vested on board of directors of the company and as long as such boards of directors are acting in accord with the constitutive documents of the company and the law, that’s their remit.
A court of law will however, intervene where internally prescribed processes and/or the law is not being adhered to.
In the court’s view, the Board of directors of the respondent should be accorded the latitude it requires to conceptualize and implement policies frameworks and changes as are necessary to promote the success of the company in the new dispensation, but do so having regard to existing arrangements and the law.
In the circumstances of this case the court is not persuaded that the orders issued on 18 th May 2026 are sustainable in their entirety and are varied as follows.
The status quo order shall operate with respect to the petitioner’s employment status contractual salary and benefits only.
Parties shall bear their own costs.
DATED, SIGNED AND DELIVERED VIRTUALLY AT NAIROBI ON THIS 30TH JULY, 2026.
DR. JACOB GAKERI
JUDGE
ORDER
In view of the declaration of measures restricting court operations due to the COVID-19 pandemic and in light of the directions issued by His Lordship, the Chief Justice on 15 th March 2020 and subsequent directions of 21 st April 2020 that judgments and rulings shall be delivered through video conferencing or via email. They have waived compliance with Order 21 Rule 1 of the Civil Procedure Rules , which requires that all judgments and rulings be pronounced in open court. In permitting this course, this court has been guided by Article 159(2)(d) of the Constitution which requires the court to eschew undue technicalities in delivering justice, the right of access to justice guaranteed to every person under Article 48 of the Constitution and the provisions of Section 1B of the Civil Procedure Act (Chapter 21 of the Laws of Kenya) which impose on this court the duty of the court, inter alia, to use suitable technology to enhance the overriding objective which is to facilitate just, expeditious, proportionate and affordable resolution of civil disputes.
DR. JACOB GAKERI
JUDGE
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