Background and Introduction
1. For determination is the application dated 21st January 2026 which seeks to stay the hearing of this matter pending an intended appeal against the decision of this Court issued on 2nd December 2025. The applicants contend that unless the stay sought is granted, the appeal will be rendered nugatory should the matter proceed to hearing on the scheduled date of 6th March 2026. They further assert that the intended appeal raises arguable points of law with a reasonable prospect of success.
2. The application is supported by the affidavit of LALITA DEVI LALCHAND sworn on 21st January 2026. It is opposed by way of replying affidavits sworn by AVIN GALOT on 20th February 2026 and NINA GALOT on 27th February 2026. At the time of writing this Ruling, no written submissions had been filed by any of the parties.
Analysis and Determination
3. The jurisprudence governing applications for stay of proceedings pending appeal is well settled. The grant of such relief is a discretionary remedy, to be exercised judiciously and with restraint. It is not to be invoked as a matter of course, but only in exceptional circumstances where the interests of justice so demand. (See Kenya Wildlife Service v James Mutembei [2019] eKLR; Global Tours & Travel Ltd, HC Winding Up Cause No. 43 of 2000).
4. The ruling of this Court (F. Mugambi, J) against which the applicants now seek to appeal, was delivered on 2nd December 2025. In that decision, the Court referred to an earlier decision of this Court (Chepkwony, J), dated 2nd August 2022 and reiterated as follows:
“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:
[34] “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”.
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:
[35] “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:-
i. 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.
ii. The two advocates on record for the 4th Plaintiff seek instructions on which individual parties they shall represent but not the 4th Plaintiff Compaпу.
iii. Το αυοid duplicity of documents, parties on either side may file joint bundle of documents within 45 days from the date hereof…
5. From a careful reading of the impugned decision, it is evident that the effect of the ruling was merely to restate and affirm what had previously been pronounced by this Court in a decision rendered four years earlier. That earlier ruling had itself been subjected to an application for review, which was heard and determined by this Court (Mulwa, J.) in a ruling delivered on 9th May 2024, with the review application being unsuccessful.
6. The position of the law on the concurrent pursuit of review and appeal is settled. In Multichoice (Kenya) Ltd v Wananchi Group (Kenya) Limited & 2 Others [2020] eKLR, the Court of Appeal emphatically stated:
“It is now an accepted view that both the Civil Procedure Rules and the Court of Appeal Rules did not contemplate the simultaneous proceedings of review and appeal before two different courts at the same time. Where a party has filed an appeal but subsequently wishes to apply to the court from which the appeal came to review the decision impugned, that party must, in the first place, withdraw the appeal.”
7. This principle was reaffirmed in Otieno Ragot & Company Advocates v National Bank of Kenya Limited [2020] eKLR where the court again noted that:
“… It is precisely to avoid this kind of scenario that the option either to appeal or review was put in place. There can be no place for review once an intention to appeal has been intimated by filing of a notice of appeal”.
8. The foregoing authorities, together with numerous other decisions on the subject, make it abundantly clear that once the applicants elected to pursue the review route and were unsuccessful, the subsequent filing of an appeal on the very same grounds was not available to them. Accordingly, the fact that the applicants’ intended appeal is predicated upon grounds substantially similar to those raised in their unsuccessful review application is a crucial consideration in assessing whether the appeal discloses reasonable prospects of success.
9. Even assuming, for argument’s sake, that my interpretation of the law on concurrent pursuit of review and appeal were erroneous, the applicants’ conduct in waiting four years before lodging an appeal from a decision of this Court is, in my view, indicative of bad faith.
10. The prejudice occasioned to the respodents, who have been deprived of their right to have this matter heard and determined for an extraordinary period of seventeen years, is manifest and severe. The prolonged pendency of the suit continues to subject them to uncertainty, expense, and the inability to conclusively vindicate their rights. The continued deferment of the hearing only compounds this injustice, eroding confidence in the judicial process and undermining the principle of finality in litigation.
11. On the other hand, the prejudice alleged by the applicants, namely that their intended appeal may be rendered nugatory if the hearing proceeds, has not been substantiated and is comparatively minimal. The applicants retain the right to prosecute their appeal, and any issues arising therefrom can be addressed and redressed in due course. The balance of prejudice therefore tilts heavily in favour of allowing the matter to proceed to hearing, so that the respondents may finally have their day in court after nearly two decades of waiting.
12. Finally, there can be no more compelling reminder of the unnecessary and inordinate delay that has plagued this litigation than the fact that, after nearly two decades, key parties mentioned in the matter have since passed away and the matter still remains unheard. This should serve as a wake‑up call to the parties that justice cannot be held hostage to endless interlocutory skirmishes. The Court must now act firmly to ensure that the substantive hearing proceeds without further obstruction, in the interest of fairness and finality.
13. Regarding the issue of whether the 4th plaintiff company should be afforded an opportunity to pursue a court-supervised AGM, I am mindful of the fact that, unlike in HCCC No. 55 of 2002 where a three-judge bench pronounced itself on the identity of the directors and shareholders of Manchester Outfitters, in the present case that very question lies at the core of the dispute before this Court. It would therefore be impossible for any such AGM to take place at this stage, as the determination of the company’s directorship and shareholding is a matter yet to be resolved.
14. In addition, I appreciate that the determination of the issues in this matter is closely tied to the resolution of HCCC No. 55 of 2002, given that the 4th Plaintiff herein is one of the shareholders in Manchester Outfitters. For these reasons, while the Court is highly supportive of ADR processes aimed at ensuring expeditious resolution of disputes, I do not consider this matter suitable for a court-supervised AGM. Such a process would not be workable in the present circumstances.
Disposition
15. For these reasons the application dated 21st January 2026 is dismissed. Parties shall prepare for hearing in the manner directed. Costs shall be in the cause.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 5th DAY OF MARCH 2026.
F. MUGAMBI
JUDGE
1. For determination is the application dated 21st January 2026 which seeks to stay the hearing of this matter pending an intended appeal against the decision of this Court issued on 2nd December 2025. The applicants contend that unless the stay sought is granted, the appeal will be rendered nugatory should the matter proceed to hearing on the scheduled date of 6th March 2026. They further assert that the intended appeal raises arguable points of law with a reasonable prospect of success.
2. The application is supported by the affidavit of LALITA DEVI LALCHAND sworn on 21st January 2026. It is opposed by way of replying affidavits sworn by AVIN GALOT on 20th February 2026 and NINA GALOT on 27th February 2026. At the time of writing this Ruling, no written submissions had been filed by any of the parties.
Analysis and Determination
3. The jurisprudence governing applications for stay of proceedings pending appeal is well settled. The grant of such relief is a discretionary remedy, to be exercised judiciously and with restraint. It is not to be invoked as a matter of course, but only in exceptional circumstances where the interests of justice so demand. (See Kenya Wildlife Service v James Mutembei [2019] eKLR; Global Tours & Travel Ltd, HC Winding Up Cause No. 43 of 2000).
4. The ruling of this Court (F. Mugambi, J) against which the applicants now seek to appeal, was delivered on 2nd December 2025. In that decision, the Court referred to an earlier decision of this Court (Chepkwony, J), dated 2nd August 2022 and reiterated as follows:
“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:
[34] “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”.
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:
[35] “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:-
i. 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.
ii. The two advocates on record for the 4th Plaintiff seek instructions on which individual parties they shall represent but not the 4th Plaintiff Compaпу.
iii. Το αυοid duplicity of documents, parties on either side may file joint bundle of documents within 45 days from the date hereof…
5. From a careful reading of the impugned decision, it is evident that the effect of the ruling was merely to restate and affirm what had previously been pronounced by this Court in a decision rendered four years earlier. That earlier ruling had itself been subjected to an application for review, which was heard and determined by this Court (Mulwa, J.) in a ruling delivered on 9th May 2024, with the review application being unsuccessful.
6. The position of the law on the concurrent pursuit of review and appeal is settled. In Multichoice (Kenya) Ltd v Wananchi Group (Kenya) Limited & 2 Others [2020] eKLR, the Court of Appeal emphatically stated:
“It is now an accepted view that both the Civil Procedure Rules and the Court of Appeal Rules did not contemplate the simultaneous proceedings of review and appeal before two different courts at the same time. Where a party has filed an appeal but subsequently wishes to apply to the court from which the appeal came to review the decision impugned, that party must, in the first place, withdraw the appeal.”
7. This principle was reaffirmed in Otieno Ragot & Company Advocates v National Bank of Kenya Limited [2020] eKLR where the court again noted that:
“… It is precisely to avoid this kind of scenario that the option either to appeal or review was put in place. There can be no place for review once an intention to appeal has been intimated by filing of a notice of appeal”.
8. The foregoing authorities, together with numerous other decisions on the subject, make it abundantly clear that once the applicants elected to pursue the review route and were unsuccessful, the subsequent filing of an appeal on the very same grounds was not available to them. Accordingly, the fact that the applicants’ intended appeal is predicated upon grounds substantially similar to those raised in their unsuccessful review application is a crucial consideration in assessing whether the appeal discloses reasonable prospects of success.
9. Even assuming, for argument’s sake, that my interpretation of the law on concurrent pursuit of review and appeal were erroneous, the applicants’ conduct in waiting four years before lodging an appeal from a decision of this Court is, in my view, indicative of bad faith.
10. The prejudice occasioned to the respodents, who have been deprived of their right to have this matter heard and determined for an extraordinary period of seventeen years, is manifest and severe. The prolonged pendency of the suit continues to subject them to uncertainty, expense, and the inability to conclusively vindicate their rights. The continued deferment of the hearing only compounds this injustice, eroding confidence in the judicial process and undermining the principle of finality in litigation.
11. On the other hand, the prejudice alleged by the applicants, namely that their intended appeal may be rendered nugatory if the hearing proceeds, has not been substantiated and is comparatively minimal. The applicants retain the right to prosecute their appeal, and any issues arising therefrom can be addressed and redressed in due course. The balance of prejudice therefore tilts heavily in favour of allowing the matter to proceed to hearing, so that the respondents may finally have their day in court after nearly two decades of waiting.
12. Finally, there can be no more compelling reminder of the unnecessary and inordinate delay that has plagued this litigation than the fact that, after nearly two decades, key parties mentioned in the matter have since passed away and the matter still remains unheard. This should serve as a wake‑up call to the parties that justice cannot be held hostage to endless interlocutory skirmishes. The Court must now act firmly to ensure that the substantive hearing proceeds without further obstruction, in the interest of fairness and finality.
13. Regarding the issue of whether the 4th plaintiff company should be afforded an opportunity to pursue a court-supervised AGM, I am mindful of the fact that, unlike in HCCC No. 55 of 2002 where a three-judge bench pronounced itself on the identity of the directors and shareholders of Manchester Outfitters, in the present case that very question lies at the core of the dispute before this Court. It would therefore be impossible for any such AGM to take place at this stage, as the determination of the company’s directorship and shareholding is a matter yet to be resolved.
14. In addition, I appreciate that the determination of the issues in this matter is closely tied to the resolution of HCCC No. 55 of 2002, given that the 4th Plaintiff herein is one of the shareholders in Manchester Outfitters. For these reasons, while the Court is highly supportive of ADR processes aimed at ensuring expeditious resolution of disputes, I do not consider this matter suitable for a court-supervised AGM. Such a process would not be workable in the present circumstances.
Disposition
15. For these reasons the application dated 21st January 2026 is dismissed. Parties shall prepare for hearing in the manner directed. Costs shall be in the cause.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 5th DAY OF MARCH 2026.
F. MUGAMBI
JUDGE