1. The Application the subject of today’s Court session is the Plaintiff’s Notice of Motion dated 29/6/2026. I did issue Interim Orders earlier and today the matter is before me simply on the issue whether or not to extend those orders. What the Plaintiff seeks to be suspended pending the hearing and determination of this suit is sale of the property known as L.R. No. 209/663 (Beaver House, Tom Mboya Street Nairobi) . The property is owned by the Interested party – Kentazuga Hardware Ltd - in which the 1 st Plaintiff is said to be a shareholder. Basically, I understand that the deceased was the majority shareholder in the company - Kentazuga Hardware Ltd - and his shares are now distributed or vested in the family members who now constitute the shareholding of Kentazuga Hardware Ltd .
2. Now, while the property is owned by Kentazuga , this derivative action is about a separate company known as Amm Holdings Ltd which is, again, a family company. Although therefore the two companies are separate entities, there is some kind of link between them which this Court cannot close its eyes to. The 1 st Plaintiff’s apprehension is therefore that the sale by Kentazuga is intended to defeat this suit since it is the same property - Beaver House - the subject of this suit that is intended to be sold.
3. The 1 st Plaintiff also contends that the sale is in breach of the spirit of the restraining orders that were issued by Hon. Lady Justice Njoki Mwangi in HCOMMISC Application No. E. 247/24 in which she granted the leave to commence this derivative action since that order issued on 10/4/2026 barred the Respondents from conducting any transaction or entering into contracts on behalf of Amm Holdings Ltd . I will not at this stage make any determination on this issue as there is a prayer for a finding of contempt still pending.
4. There are definitely many issues arising in this matter which will have to be determined when determining the Application dated 29/6/2026. For now however, all I am to rule upon is whether to extend my earlier orders suspending the sale of the said “ Beaver House” .
5. Having looked at the matter carefully and considered the interests of all the parties, I have reached what I consider to be a balance over the compelling interests.
6. Before reading out my orders however, I observe that Mr. Muturi Advocate who has attended Court as Advocate of an intended Interested Party – another family member – has basically urged the Court not to allow sale of the property to proceed because he has - yesterday - filed an Application before the Succession Court also seeking to stop the same sale. He concedes that he is yet to serve that Application and is waiting for directions.
7. I however observe that Mr. Muturi was in Court before me on 7/7/2026 when I fixed this matter for today. He never filed the Application before the Succession Court until now. Notwithstanding his explanation that he did not do so earlier because he did not have full information, I am not persuaded that he should have waited until now.
8. It must be appreciated that this Court sacrificed to sit during this Recess Period due to the urgency of the matter. This alone should have been sufficient indication or signal to all parties to move with speed. For these reasons, I will not consider the existence of any pending Application before another Court - which in any case, has not been placed before me - in making my orders at this stage.
9. To my understanding, there are no orders from any other Court whose nature may be affected or be in conflict with any orders I that may give today.
10. I also consider that Mr. Maruti , Counsel for the 1 st and 3 rd Defendants, and , for the 2 nd Defendant are not entirely averse to the possibility of a reasonable amount of money being deposited as security to secure the 1 st Plaintiffs claims.
11. They however ask that should the Court come to that conclusion then the starting point for consideration should be the amount of Kshs. 22 million or thereabouts, which is the amount of the Plaintiff’s claim in this suit. Ms Ngesa , Advocate for the 1 st Plaintiff, on her part, proposes deposit of the entire of sum of Kshs. 370,000 million - the purchase price. She supports this contention by arguing that as the sale is shrouded in mystery and secrecy, she cannot confirm that only Kshs. 22 Million is being taken away from the company. She suspects that the extent of mismanagement extends for beyond the Kshs.22 Million My observation is however that what Ms. Ngesa is doing is to engage in speculation. This Court can only deal with amounts that have been mentioned in the Plaint as a starting point. While I understand that the 1 st Plaintiff may indeed be frustrated by the lack of information or non-disclosure thereof, I cannot deal with infinite figures totally unknown.
12. I will however consider the 22 Million as a starting point. I also observe that Mr. Muhatia has disclosed that there are amounts that shall be offset from the purchase price as “ Advance Payments ” allegedly made to Kentazuga by the purchaser.
13. This, I will also consider, and also consider that such disclosure has only been made today after I “pushed” Mr. Muhatia to do so, and even then the same has only been stated from the bar.
14. In the end, I make orders as follows, at this stage;-
(i) This suit - a derivative – being in respect of Amm Holdings Ltd only, which is not the owner of “ Beaver House” , and the 1 st Plaintiff being admittedly a shareholder in Kentazuga Hardware Ltd , which means that he had the option of filing a separate derivative action in respect to Kentazuga Hardware Ltd , I lift or vacate the interim orders I had issued earlier by which sale of the said “ Beaver House ” had been suspended.
(ii) To however secure the interests of the 1 st Plaintiff and other family members such as the intended Interested Party represented by Mr. Muturi , I direct that the sale shall only proceed after the Defendants and the Interested Party – Kentazuga Hardware Ltd - have deposited in an interest earning bank Account to be opened in the joint names of the Advocates acting in this matter for the Plaintiffs, the Defendants and the Interested party – Kentazuga Hardware Ltd - an amount of Kshs. 50,000,000/= as security to be held in the account until further directions of the Court.
(iii) For purpose of the above deposit of security, the Interested Party Kentazuga Hardware Ltd and/or the Respondents are permitted to receive payments from the purchaser. This receipt of payment shall not therefore be deemed to be in breach of the order above.
(iv) Other steps such as payment of stamp duty, valuation for the same, transfer of the property, or handing over of possession, or any other similar action aimed towards parting with possession of the property or formal disposal thereof shall not however proceed before the amount of Kshs. 50,000,00/= has been deposited as directed above.
(v) For avoidance of doubt, this Court is yet to make any final or conclusive determination on this matter at this stage as the Application dated 29/6/2026 is yet to be determined. The findings made herein are therefore only interim in nature, and are not binding to this Court’s final determination. All issues raised herein are therefore still live for determination.
(vi) Costs shall be in the Cause
DELIVERED, DATED AND SIGNED AT NAIROBI THIS 5 TH DAY OF AUGUST 2026
……………………..
WANANDA JOHN R. ANURO
JUDGE
Delivered in the presence of:
Ms Ngesa for the Plaintiffs
Mr. Maruti appearing with Mr. Aloo and Mr Chebukosi for the 1 st and 3 rd Defendants
Mr. Muhatia for the 2 nd Defendant and the Interested Party
Mr. Kamau Muturi for an intended Interested Party
Court Assistant: Amos Boso
2. Now, while the property is owned by Kentazuga , this derivative action is about a separate company known as Amm Holdings Ltd which is, again, a family company. Although therefore the two companies are separate entities, there is some kind of link between them which this Court cannot close its eyes to. The 1 st Plaintiff’s apprehension is therefore that the sale by Kentazuga is intended to defeat this suit since it is the same property - Beaver House - the subject of this suit that is intended to be sold.
3. The 1 st Plaintiff also contends that the sale is in breach of the spirit of the restraining orders that were issued by Hon. Lady Justice Njoki Mwangi in HCOMMISC Application No. E. 247/24 in which she granted the leave to commence this derivative action since that order issued on 10/4/2026 barred the Respondents from conducting any transaction or entering into contracts on behalf of Amm Holdings Ltd . I will not at this stage make any determination on this issue as there is a prayer for a finding of contempt still pending.
4. There are definitely many issues arising in this matter which will have to be determined when determining the Application dated 29/6/2026. For now however, all I am to rule upon is whether to extend my earlier orders suspending the sale of the said “ Beaver House” .
5. Having looked at the matter carefully and considered the interests of all the parties, I have reached what I consider to be a balance over the compelling interests.
6. Before reading out my orders however, I observe that Mr. Muturi Advocate who has attended Court as Advocate of an intended Interested Party – another family member – has basically urged the Court not to allow sale of the property to proceed because he has - yesterday - filed an Application before the Succession Court also seeking to stop the same sale. He concedes that he is yet to serve that Application and is waiting for directions.
7. I however observe that Mr. Muturi was in Court before me on 7/7/2026 when I fixed this matter for today. He never filed the Application before the Succession Court until now. Notwithstanding his explanation that he did not do so earlier because he did not have full information, I am not persuaded that he should have waited until now.
8. It must be appreciated that this Court sacrificed to sit during this Recess Period due to the urgency of the matter. This alone should have been sufficient indication or signal to all parties to move with speed. For these reasons, I will not consider the existence of any pending Application before another Court - which in any case, has not been placed before me - in making my orders at this stage.
9. To my understanding, there are no orders from any other Court whose nature may be affected or be in conflict with any orders I that may give today.
10. I also consider that Mr. Maruti , Counsel for the 1 st and 3 rd Defendants, and , for the 2 nd Defendant are not entirely averse to the possibility of a reasonable amount of money being deposited as security to secure the 1 st Plaintiffs claims.
11. They however ask that should the Court come to that conclusion then the starting point for consideration should be the amount of Kshs. 22 million or thereabouts, which is the amount of the Plaintiff’s claim in this suit. Ms Ngesa , Advocate for the 1 st Plaintiff, on her part, proposes deposit of the entire of sum of Kshs. 370,000 million - the purchase price. She supports this contention by arguing that as the sale is shrouded in mystery and secrecy, she cannot confirm that only Kshs. 22 Million is being taken away from the company. She suspects that the extent of mismanagement extends for beyond the Kshs.22 Million My observation is however that what Ms. Ngesa is doing is to engage in speculation. This Court can only deal with amounts that have been mentioned in the Plaint as a starting point. While I understand that the 1 st Plaintiff may indeed be frustrated by the lack of information or non-disclosure thereof, I cannot deal with infinite figures totally unknown.
12. I will however consider the 22 Million as a starting point. I also observe that Mr. Muhatia has disclosed that there are amounts that shall be offset from the purchase price as “ Advance Payments ” allegedly made to Kentazuga by the purchaser.
13. This, I will also consider, and also consider that such disclosure has only been made today after I “pushed” Mr. Muhatia to do so, and even then the same has only been stated from the bar.
14. In the end, I make orders as follows, at this stage;-
(i) This suit - a derivative – being in respect of Amm Holdings Ltd only, which is not the owner of “ Beaver House” , and the 1 st Plaintiff being admittedly a shareholder in Kentazuga Hardware Ltd , which means that he had the option of filing a separate derivative action in respect to Kentazuga Hardware Ltd , I lift or vacate the interim orders I had issued earlier by which sale of the said “ Beaver House ” had been suspended.
(ii) To however secure the interests of the 1 st Plaintiff and other family members such as the intended Interested Party represented by Mr. Muturi , I direct that the sale shall only proceed after the Defendants and the Interested Party – Kentazuga Hardware Ltd - have deposited in an interest earning bank Account to be opened in the joint names of the Advocates acting in this matter for the Plaintiffs, the Defendants and the Interested party – Kentazuga Hardware Ltd - an amount of Kshs. 50,000,000/= as security to be held in the account until further directions of the Court.
(iii) For purpose of the above deposit of security, the Interested Party Kentazuga Hardware Ltd and/or the Respondents are permitted to receive payments from the purchaser. This receipt of payment shall not therefore be deemed to be in breach of the order above.
(iv) Other steps such as payment of stamp duty, valuation for the same, transfer of the property, or handing over of possession, or any other similar action aimed towards parting with possession of the property or formal disposal thereof shall not however proceed before the amount of Kshs. 50,000,00/= has been deposited as directed above.
(v) For avoidance of doubt, this Court is yet to make any final or conclusive determination on this matter at this stage as the Application dated 29/6/2026 is yet to be determined. The findings made herein are therefore only interim in nature, and are not binding to this Court’s final determination. All issues raised herein are therefore still live for determination.
(vi) Costs shall be in the Cause
DELIVERED, DATED AND SIGNED AT NAIROBI THIS 5 TH DAY OF AUGUST 2026
……………………..
WANANDA JOHN R. ANURO
JUDGE
Delivered in the presence of:
Ms Ngesa for the Plaintiffs
Mr. Maruti appearing with Mr. Aloo and Mr Chebukosi for the 1 st and 3 rd Defendants
Mr. Muhatia for the 2 nd Defendant and the Interested Party
Mr. Kamau Muturi for an intended Interested Party
Court Assistant: Amos Boso