A. THE APPLICATION DATED 20TH MAY, 2026.
1. The Applicant’s notice of motion dated 20th May, 2026 is expressed to be brought under Order 42 Rule 6 and Order 22 of the Civil Procedure Rules and Sections 3A and 3B of the Civil Procedure Act and seeks the following orders:
a. [Spent].
b. THAT the attachment of the Applicant’s motor vehicles (KBU 734V, KBU 979D, KBU 67N and others) and movable property be lifted and discharged forthwith.
c. THAT Joni Consult Auctioneers be restrained from proceeding with any further attachment, removal, or sale of the Applicant’s property.
d. THAT the Respondent be condemned to pay punitive costs of this Application for abuse of the court process and wasting judicial time.
e. THAT costs be provided for.
2. The grounds upon which the application is premised are that the Court, on 22nd January 2026, delivered a clear and final judgement setting aside the award of Ksh.100,000,000/- as constitutional damages and upholding only the sum of Ksh.15,100,000/- together with interest as the enforceable decretal amount.
3. It is contended that the decree relied upon by the Respondent in obtaining the warrant of attachment is not anchored on the said judgement and is therefore irregular and a nullity.
4. The Applicant asserts that it has fully paid and satisfied the decretal amount as determined by the judgement of the Court and that, consequently, there remains no outstanding liability capable of supporting or justifying further execution proceedings against it.
5. It is further contended that the matter was scheduled for mention on 18th June, 2026 in relation to the issue of the finality of the judgement, which issue has been raised by the Respondent, notwithstanding that the judgement is clear and contains no order for remittal. The Applicant therefore maintains that there is no lawful basis upon which execution can properly continue.
6. The Applicant consequently contends that the continued attachment is unlawful and irregular and amounts to a gross abuse of the process of the Court. It is further asserted that unless the attachment is immediately stayed and lifted, the Applicant, being a critical national strategic asset, stands to suffer irreparable harm to its operations.
B. THE SUPPORTING AFFIDAVIT.
7. The application is supported by the affidavit of Nelson O. Nyaduwa, sworn on 20th May, 2026 in which he deposes that he is the Acting Chief Legal Officer (Litigation & Compliance) of the Applicant and is therefore competent to swear the affidavit on its behalf.
8. He deposes that on 22nd January, 2026, this Court delivered judgement in the matter, a certified copy of which he has annexed and marked “NN-1”. He states that by the said judgement, the Court set aside the sum of Ksh.100,000,000/- and upheld only Ksh.15,100,000/- together with interest as the enforceable amount.
9. The deponent further deposes that the Applicant has fully paid and satisfied the entire decretal amount, including interest and costs. In support of that assertion, he has annexed proof of payment marked “NN-2”.
10. He deposes that notwithstanding the existence of a stay of proceedings in the matter, and the appearance of both parties before the Court on 15th April, 2026 when the stay and the then pending mention scheduled for 18th June, 2026 were discussed, the Respondent proceeded to procure a warrant of attachment dated 15th May, 2026 and a proclamation of attachment dated 20th May, 2026. Copies of the said warrant and proclamation are annexed and marked “NN-3” and “NN-4”, respectively.
11. The deponent contends that the decree upon which the attachment is founded is not anchored on the judgement of this Court and is therefore irregular and a nullity. He further asserts that the judgement and decree issued in the matter are clear and unambiguous that the total award was Ksh.15,100,000/-.
12. He further deposes that the warrant of attachment obtained by the Respondent indicates that on 23rd January, 2026 a judgement and decree in the sum of Ksh.2,250,000/- was passed against the Applicant. According to the deponent, no such judgement or decree was issued by this Court, and he consequently contends that the warrant and the ensuing execution process are defective and fraudulent.
13. The deponent further alleges that the actions of the Respondent and its advocates in obtaining what he describes as false and defective warrants amount to an attempt to unjustly enrich the Respondent through fraudulent means. He maintains that the Respondent’s actions constitute a clear abuse of the process of the Court and have the effect of wasting judicial time.
14. In the circumstances, the deponent urges that unless the orders sought are granted, the Applicant will suffer irreparable harm through disruption of its national pipeline operations and loss of critical motor vehicles.
C. THE REPLYING AFFIDAVIT.
15. The application is resisted and the Respondent to that end filed a replying affidavit sworn on 3rd June, 2026 by Tom Odongo in which the said deponent deposes that he is the Chairman of the Respondent, duly authorized to swear the affidavit on its behalf, and is conversant with the facts and circumstances giving rise to the application.
16. He deposes that the application is founded on a gross misconstruction and misinterpretation of the judgement delivered by this Court on 22nd January, 2026 and the decree extracted therefrom, and that it constitutes an abuse of the Court process calculated to mislead the Court and improperly deny the Respondent the fruits of its judgement.
17. The deponent contends that there is no active or subsisting order staying execution of the decree in the present proceedings. He explains that the interim orders relied upon by the Applicant arose from a separate and distinct application dated 11th March, 2026 in ARB/09/2026, Nyanza Club v Kenya Pipeline Company Limited, and were limited to those proceedings.
18. He therefore maintains that the Applicant has deliberately conflated distinct proceedings and orders in an attempt to obstruct the Respondent’s lawful execution. He has annexed copies of the Applicant’s notice of motion dated 11th March, 2026 and the orders issued thereon, marked “TO-1(a) and (b)”.
19. The deponent further deposes that the Applicant’s contention that the decree is irregular, unlawful or a nullity is baseless. According to the deponent, following delivery of the judgement, the Respondent duly extracted the draft decree and forwarded it to the Applicant’s advocates for approval, whereafter extensive correspondence between the respective advocates culminated in mutual approval and regular extraction of the final decree in accordance with the Civil Procedure Rules. Copies of the relevant correspondence and approval are annexed and marked “TO-2(a) and (b)”. The Respondent consequently states that the Applicant is estopped, both in law and equity, from challenging the validity of a decree whose preparation and extraction it participated in and approved.
20. It is further deposed that the Applicant is similarly estopped from challenging the legitimacy and validity of the decree having acknowledged, recognized and acted upon it through voluntary part-payments made towards satisfaction of the arbitral award and decretal sums arising therefrom. The deponent contends that the Applicant cannot approbate and reprobate by benefiting from and partially complying with the decree on the one hand while impugning its validity on the other.
21. The deponent maintains that the Applicant’s assertion that the decretal amount is irregular, unlawful or fraudulent is contradicted by the findings of this Court at paragraphs 145 and 146 of the judgement delivered on 22nd January 2026. He deposes that although the Court set aside the Arbitrator’s award of general damages for constitutional violations on the ground that the Arbitrator had exceeded his mandate, the Court expressly held that the remaining portions of the arbitral award were valid, enforceable and did not offend public policy, and that the balance of the award remained intact and enforceable. A copy of the judgement is annexed and marked “TO-3”.
22. He consequently contends that the Applicant’s attempt to characterize the decretal amount as irregular or fraudulent amounts to a deliberate misrepresentation and distortion of the Court’s findings and constitutes an impermissible collateral attack upon a final judgement.
23. The deponent further deposes that paragraph 147 of the judgement reiterated the Court’s directions, whereby the portion of the award relating to constitutional infringement was set aside, while the valid portions of the arbitral award were expressly recognized and enforced as a binding judgement of the Court.
24. He further refers to the arbitral award dated 23rd January, 2025 and deposes that the Arbitrator directed that monthly maintenance of Ksh.150,000/- would run from the date of the second spillage on 6th November, 2022 and continue monthly for as long as the Easement Agreement between the parties remained in force. A copy of the arbitral award is annexed and marked “TO-4”.
25. According to the deponent, the monthly maintenance awarded by the Arbitrator was calculated from November, 2022 to the date of delivery of the award on 23rd January, 2025, after which the obligation continued to accrue at the rate of Ksh.150,000/- per month for as long as the Easement Agreement remained in force.
26. He therefore contends that the Applicant’s obligation to pay the monthly maintenance continues to accrue because the 1992 Easement Agreement has neither been terminated, extinguished nor otherwise discharged in law. The Applicant’s attempt to deny or evade the continuing accrual of those sums is consequently said to be contrary to both the express terms of the arbitral award and the subsisting contractual obligations between the parties.
27. The deponent disputes the Applicant’s assertion that it has fully satisfied the decretal sum, terming it factually false and misleading. He asserts that, based on paragraph 147 of the judgement read together with the arbitral award, the outstanding amount due and payable stood at Ksh.2,407,500/- as at April, 2026, exclusive of continuing accruals thereafter.
28. He further deposes that the Respondent, through its advocates, formally notified and demanded payment of the outstanding decretal sums from the Applicant by a letter dated 23rd April, 2026. Despite receipt of the demand, the Applicant allegedly failed and/or refused to settle the outstanding arrears. Copies of the demand notice and an extract of the Applicant’s response email are annexed and marked “TO-5(a) and (b)”. The deponent characterizes the Applicant’s conduct as demonstrating bad faith and a deliberate intention to frustrate lawful execution and deny the Respondent the fruits of its judgement.
29. The deponent further contends, on the advice of the Respondent’s advocates, that the Applicant has failed to satisfy the mandatory statutory requirements for the grant of a stay of execution, particularly because it has not demonstrated the substantial or irreparable loss it would suffer. He maintains that enforcement of a legitimate and ascertainable debt against a capable public entity does not, in itself, constitute substantial loss in law.
30. It is further deposed that stay of execution is an equitable and discretionary remedy which ought only to be granted to a party approaching the Court with clean hands. The Applicant is said not to meet that threshold by allegedly conflating separate arbitral orders and misrepresenting the status of its account in an attempt to stall the execution process.
31. The Respondent therefore maintains that, in the interests of justice, commercial certainty and the principle of finality in litigation, the application ought to be dismissed with costs so as to enable the Respondent to realize the outstanding fruits of its judgement.
32. Finally, the deponent asserts that the application is an abuse of the process of the Court, having allegedly been instituted to delay the Respondent’s realization of its lawful compensation, and urges the Court to dismiss it with costs to the Respondent.
D. THE FURTHER AFFIDAVIT.
33. In rejoinder to the replying affidavit, the Applicant filed a further affidavit sworn on 15th June, 2026 by Nelson O. Nyaduwa in which he states that the Respondent, through a warrant of attachment of movable property in execution of a decree for money dated 15th May, 2026, has extracted a sum of Ksh.2,410,000/-, which the Applicant maintains is erroneous and incapable of supporting execution proceedings.
34. The deponent reiterates the Applicant’s position that the warrant of attachment and all subsequent execution documents are erroneous and ought not to be relied upon, contending that the illegality complained of arises from the Respondent’s alleged wilful misconstruction of the judgement of this Court.
35. He states that, upon setting aside the erroneous aspects of the arbitral award, this Court, by its judgement, upheld an award comprising Ksh.5,750,000/- as special damages for oil spillage; Ksh.4,800,000/- as special damages for maintenance of the easement area; Ksh.4,050,000/- as monthly maintenance from November, 2022 to the date of the judgement; Ksh.400,000/- as the Arbitrator’s fees; and Ksh.100,000/- as costs of travel and accommodation for the Claimant’s counsel, making a total award of Ksh.15,100,000/-.
36. He further states that the Respondent, in its replying affidavit annexed as “TO-2(b)” a draft decree which had been approved on 31st January, 2026 and which reflected the total award of Ksh.15,100,000/-. He points out that the said draft decree had been prepared by the Respondent and approved by the Applicant, and was premised upon the final judgement of this Court.
37. The deponent states that the approved draft decree resulted in the final decree of the Court. He has annexed a copy of the decree issued pursuant to the judgement delivered on 22nd January, 2026 and marked it “NN-5”.
38. He further states that, by a letter dated 23rd April, 2026, the Respondent asserted that, under the arbitral award dated 23rd January, 2025, the monthly maintenance fee was to continue accruing for as long as the Easement Agreement between the parties remained in force.
39. The deponent disputes that contention and states that the judgement of this Court had conclusively captured the full and final maintenance cost from November, 2022 to the date of the judgement as Ksh.4,050,000/-. He therefore contends that the Respondent could not lawfully raise a further outstanding amount of Ksh.2,410,000/- based on the arbitral award after the relevant aspects of that award had been set aside by this Court.
40. He characterizes the sum of Ksh.2,410,000/- as fraudulent, contending that it was raised outside and without reference to the approved decree and was pursued and computed after the Court had become functus officio. He maintains that the amount is not captured in any judgement or decree of this Court and that its inclusion in the execution process therefore raises a presumption of fraud.
41. Finally, the deponent states that this Court has become functus officio and that its judgement has not been challenged by the Respondent. He consequently contends that, having been aware that the relevant arbitral award had been set aside by this Court, the Respondent could not subsequently seek a remission of the matters in issue to the arbitral tribunal or pursue any further decretal sum beyond that captured in the judgement and decree of the Court.
E. THE APPLICANT’S SUBMISSIONS.
42. The Applicant submits that the real issue for determination is not whether the Respondent previously had a claim for maintenance, but whether, following the arbitral award, the judgement of this Court, the extraction of a decree and full satisfaction of the decretal amount, fresh obligations can continue to arise outside the terms of the decree. It is the Applicant’s position that they cannot.
43. The Applicant submits that the central question is whether the extracted decree accurately reflects the judgement delivered by this Court on 22nd January, 2026 and whether the Applicant has fully satisfied the enforceable decretal amount.
44. It disputes the Respondent’s contention that the decree was regular and mutually approved, that an unlimited monthly maintenance obligation of Ksh.150,000/- continues to accrue indefinitely, and that the Applicant remains indebted to the Respondent in the sum of approximately Ksh.2.4 million.
45. The Applicant submits that the pleadings, arbitral award, judgement of this Court and the extracted decree all converge upon a crystallized and quantified sum of Ksh.15,100,000/- together with interest. It contends that the said amount has been fully satisfied.
46. The Applicant submits that the Respondent, then the Claimant, had pleaded in its statement of claim for an order compelling payment of a one-off clearance cost of Ksh.3,000,000/- and thereafter a monthly maintenance cost of Ksh.150,000/-.
47. However, the Applicant contends that the Arbitrator did not award the monthly maintenance as an open-ended and indefinitely accruing future obligation. Rather, the Arbitrator quantified the maintenance-related claims as Ksh.4,800,000/- for special damages for maintenance of the easement area and Ksh.4,050,000/- for monthly maintenance from November, 2022 to the date of the arbitral award on 23rd January, 2025.
48. It is submitted that the contractual portion of the arbitral award consequently amounted to Ksh.15,100,000/-. The Applicant relies on the findings and orders contained in the judgement of this Court, particularly paragraphs 145 to 147, where the Court found that the Arbitrator had exceeded his mandate in awarding general damages for constitutional violations and accordingly set aside that aspect of the award, while expressly finding that the remaining portions of the arbitral award were valid, enforceable and did not offend public policy.
49. The Applicant submits that the Court, at paragraph 146 of the judgement, expressly directed that the constitutional damages awarded by the Arbitrator be set aside while the balance of the arbitral award remained intact and enforceable. It further submits that, at paragraph 147(b), the Court directed enforcement of the specific quantified sums comprising the Ksh.15,100,000/- award, together with interest at 10% from 23rd January, 2025.
50. The Applicant contends that the effect of the judgement was to crystallize the enforceable obligation between the parties. It submits that there was no order for remittal, no direction for further quantification of the award and no order permitting the Respondent to continue generating fresh monthly decretal obligations after the date covered by the judgement. According to the Appellant, the Court’s judgement brought the matter to finality.
51. The Applicant further submits that the decree annexed to its further affidavit as “NN-5” faithfully reproduces the judgement of the Court by setting out the specific heads of award and the total sum of Kshs.15,100,000/- together with interest. It emphasizes that the decree was mutually approved by counsel for both parties, a position which, according to the Applicant, is also acknowledged by the Respondent in its replying affidavit and the correspondence annexed thereto as “TO-2(a) and (b)”.
52. It is therefore submitted that the Respondent cannot, through the process of execution, vary, enlarge or otherwise expand the terms of the decree. The Applicant argues that any attempt to enforce additional and unquantified monthly maintenance amounts beyond the period covered by the judgement and decree would be irregular and a nullity, since execution must be founded upon the decree as issued by the Court.
53. The Applicant further submits that it has fully paid and satisfied the decretal amount of Ksh.15,100,000/- together with interest. In support of this contention, it relies on the evidence of payment annexed to the supporting affidavit as “NN-2”, as well as the decree annexed to the further affidavit as “NN-5”. It therefore disputes the Respondent’s assertion that a further sum of approximately Ksh.2.4 million remains outstanding, contending that no such liability is contained in the decree or supported by any subsequent order of the Court.
54. The Appellant submits that the Respondent’s attempt to recover the alleged additional sum through execution is therefore contrary to the judgement and decree of the Court. It argues that the warrant of attachment dated 15th May, 2026 and the proclamation of attachment dated 20th May, 2026, which seek to enforce an amount not contained in the decree, cannot lawfully stand.
55. On the question of finality, the Appellant submits that the Court having delivered its judgement, extracted and issued the decree, and the Applicant having fully satisfied the decretal amount, the Respondent cannot revive or enlarge the dispute through execution proceedings. The Appellant characterizes the Respondent’s position as creating a decree which, even after satisfaction, would continue to generate fresh obligations indefinitely, a result which it submits is contrary to the principle of finality in litigation.
56. The Appellant consequently submits that the decree is regular, accurate and mutually approved; that the enforceable decretal amount has been fully satisfied; and that there is no outstanding decretal sum capable of supporting the impugned execution proceedings. It therefore contends that the continued attachment of its motor vehicles is unlawful and constitutes an abuse of the process of the Court.
57. The Appellant accordingly urges the Court to allow the notice of motion dated 20th May, 2026 and grant the orders sought therein, including lifting the attachment forthwith and awarding punitive costs.
F. THE RESPONDENT’S SUBMISSIONS.
58. On its part, the Respondent submits that the Applicant’s application is misconceived and amounts to an attempt to improperly prevent the Respondent from realizing the fruits of a valid judgement. It identifies four issues for determination, namely: whether the monthly maintenance obligation of Ksh.150,000/- continues to accrue during the subsistence of the Easement Agreement; whether the Applicant is equitably estopped from challenging the execution or validity of the decree; whether the Applicant has satisfied the statutory threshold for a stay of execution; and who should bear the costs of the application.
59. On the first issue, the Respondent submits that the Applicant has erroneously interpreted the decree as capping the monthly maintenance obligation at the amount accrued between November, 2022 and 23rd January, 2025, being the date of the arbitral award.
60. It argues that the decree must be read together with the arbitral award and the judgement of this Court as a whole, rather than by isolating the phrase referring to monthly maintenance “from November, 2022 to date.”
61. The Respondent submits that, in its statement of claim dated 30th April 2025, it sought, among other reliefs, an order compelling payment of a one-off clearance cost of Ksh.3,000,000/- and thereafter monthly maintenance of Ksh.150,000/- for the easement area.
62. It contends that the Arbitrator dealt with the claim in two components, namely accrued arrears and the continuing future obligation. The arrears accruing between the second oil spillage in November, 2022 and the date of the arbitral award were quantified at Ksh.4,050,000/-.
63. The Respondent relies on the arbitral award dated 23rd January, 2025, where the Arbitrator directed that monthly maintenance of Ksh.150,000/- would run from 6th November, 2022 and continue monthly for as long as the Easement Agreement remained in force. It submits that this constituted an express and continuing obligation rather than a one-off award limited to the date of the arbitral award.
64. The Respondent submits that the arbitral award was subsequently placed before this Court for recognition, enforcement and adoption through the notice of motion dated 27th February, 2025. It argues that the Court was not invited to truncate the arbitral award but to give effect to and enforce its valid portions.
65. The Respondent further submits that, in its judgement, this Court set aside only the portion of the arbitral award relating to constitutional damages while making an express finding that the remaining portions of the award were valid, enforceable and did not offend public policy.
66. It relies particularly on paragraphs 145 and 146 of the judgement and contends that, by declaring the balance of the award intact and enforceable, the Court adopted the operational mechanism established by the Arbitrator, including the continuing monthly maintenance obligation for the duration of the 1992 Easement Agreement.
67. The Respondent further submits that the continuing nature of the obligation is reflected in the decree dated 22nd January, 2026, which was reviewed, signed off and approved as to form by the Applicant’s advocates on 31st January, 2026 pursuant to Order 21 of the Civil Procedure Rules. It relies on paragraph 2 of the decree, which, in its view, recognized and enforced the valid portions of the arbitral award as the judgement of the Court.
68. The Respondent submits that the Applicant’s interpretation of item (iii) of the decree, which states “Monthly maintenance from November, 2022 to date – Ksh.4,050,000.00,” is erroneous. It contends that the stated amount merely represents the arrears that had accrued up to the date of the arbitral award, and does not extinguish the separate and continuing obligation imposed by the arbitral award.
69. It is therefore submitted that, so long as the 1992 Easement Agreement remains valid and in force, the monthly maintenance obligation of Ksh.150,000/- continues to accrue and gives rise to a fresh executable obligation each month. The Respondent argues that the Applicant cannot claim to have fully satisfied the decree while the underlying contractual instrument giving rise to the continuing maintenance obligation remains subsisting.
70. The Respondent accordingly submits that because the Easement Agreement has neither been terminated, extinguished nor otherwise discharged in law, the monthly maintenance sums continue to accrue. It states that as at April, 2026 the outstanding principal balance and accrued maintenance amounted to Ksh.2,407,500/-, exclusive of subsequent accruals.
71. On the second issue, the Respondent submits that the Applicant is legally and equitably estopped from challenging the legitimacy or enforcement of the decree. It reiterates that the decree was verified, countersigned and mutually approved by the Applicant’s advocates on 31st January, 2026.
72. The Respondent further submits that the Applicant subsequently recognized and acted upon the decree by making voluntary part-payments towards satisfaction of the arbitral award and decretal sum. It contends that the Applicant cannot, after having acted upon the decree, change its position and characterize the outstanding execution balance as fraudulent or irregular.
73. The Respondent relies on the doctrine against approbating and reprobating, submitting that a party cannot simultaneously benefit from and partially comply with a decree while challenging its validity or enforcement.
74. In support of that proposition, it relies on National Bank of Kenya Limited v Anaj Warehousing Limited [2015] eKLR, which it submits affirmed that where parties have procedurally consented to and acted upon a particular legal state of affairs, they may be estopped from subsequently seeking to dismantle the rights arising from that state of affairs to the detriment of the other party.
75. The Respondent submits that the requirements for equitable estoppel have been satisfied because the decree was mutually approved and the Applicant subsequently made voluntary payments pursuant to it. It argues that the Applicant should therefore remain bound by the position it formally accepted and acted upon and should not be permitted to challenge the continued enforcement of the decree merely because execution has become inconvenient.
76. On the third issue, the Respondent submits that under Order 42 Rule 6 of the Civil Procedure Rules, stay of execution is an equitable and discretionary remedy subject to mandatory requirements. It contends that an applicant must demonstrate that substantial loss may result unless stay is granted, that the application has been made without unreasonable delay and that the applicant satisfies the Court that the circumstances justify the exercise of its discretion.
77. The Respondent submits that the Applicant has failed to demonstrate any substantial or irreparable loss. It argues that enforcement of a liquid and judicially verified commercial debt against a financially capable public corporate entity does not, without more, constitute substantial loss or irreparable harm.
78. The Respondent further contends that the Applicant has deliberately conflated interim orders issued in a separate and distinct matter, ARB/09/2026, with the present proceedings, thereby creating the impression that there exists a stay of execution in the instant matter. It submits that such conduct amounts to a misrepresentation of the record and disentitles the Applicant to the equitable relief of stay because a party seeking such relief must approach the Court with clean hands.
79. In support of its position on stay of execution, the Respondent relies on Githunguri v Jimba Credit Corporation Ltd [1988] KLR 1, which it submits establishes that a stay of execution should not issue where an applicant fails to demonstrate concrete substantial loss or acts i
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1. The Applicant’s notice of motion dated 20th May, 2026 is expressed to be brought under Order 42 Rule 6 and Order 22 of the Civil Procedure Rules and Sections 3A and 3B of the Civil Procedure Act and seeks the following orders:
a. [Spent].
b. THAT the attachment of the Applicant’s motor vehicles (KBU 734V, KBU 979D, KBU 67N and others) and movable property be lifted and discharged forthwith.
c. THAT Joni Consult Auctioneers be restrained from proceeding with any further attachment, removal, or sale of the Applicant’s property.
d. THAT the Respondent be condemned to pay punitive costs of this Application for abuse of the court process and wasting judicial time.
e. THAT costs be provided for.
2. The grounds upon which the application is premised are that the Court, on 22nd January 2026, delivered a clear and final judgement setting aside the award of Ksh.100,000,000/- as constitutional damages and upholding only the sum of Ksh.15,100,000/- together with interest as the enforceable decretal amount.
3. It is contended that the decree relied upon by the Respondent in obtaining the warrant of attachment is not anchored on the said judgement and is therefore irregular and a nullity.
4. The Applicant asserts that it has fully paid and satisfied the decretal amount as determined by the judgement of the Court and that, consequently, there remains no outstanding liability capable of supporting or justifying further execution proceedings against it.
5. It is further contended that the matter was scheduled for mention on 18th June, 2026 in relation to the issue of the finality of the judgement, which issue has been raised by the Respondent, notwithstanding that the judgement is clear and contains no order for remittal. The Applicant therefore maintains that there is no lawful basis upon which execution can properly continue.
6. The Applicant consequently contends that the continued attachment is unlawful and irregular and amounts to a gross abuse of the process of the Court. It is further asserted that unless the attachment is immediately stayed and lifted, the Applicant, being a critical national strategic asset, stands to suffer irreparable harm to its operations.
B. THE SUPPORTING AFFIDAVIT.
7. The application is supported by the affidavit of Nelson O. Nyaduwa, sworn on 20th May, 2026 in which he deposes that he is the Acting Chief Legal Officer (Litigation & Compliance) of the Applicant and is therefore competent to swear the affidavit on its behalf.
8. He deposes that on 22nd January, 2026, this Court delivered judgement in the matter, a certified copy of which he has annexed and marked “NN-1”. He states that by the said judgement, the Court set aside the sum of Ksh.100,000,000/- and upheld only Ksh.15,100,000/- together with interest as the enforceable amount.
9. The deponent further deposes that the Applicant has fully paid and satisfied the entire decretal amount, including interest and costs. In support of that assertion, he has annexed proof of payment marked “NN-2”.
10. He deposes that notwithstanding the existence of a stay of proceedings in the matter, and the appearance of both parties before the Court on 15th April, 2026 when the stay and the then pending mention scheduled for 18th June, 2026 were discussed, the Respondent proceeded to procure a warrant of attachment dated 15th May, 2026 and a proclamation of attachment dated 20th May, 2026. Copies of the said warrant and proclamation are annexed and marked “NN-3” and “NN-4”, respectively.
11. The deponent contends that the decree upon which the attachment is founded is not anchored on the judgement of this Court and is therefore irregular and a nullity. He further asserts that the judgement and decree issued in the matter are clear and unambiguous that the total award was Ksh.15,100,000/-.
12. He further deposes that the warrant of attachment obtained by the Respondent indicates that on 23rd January, 2026 a judgement and decree in the sum of Ksh.2,250,000/- was passed against the Applicant. According to the deponent, no such judgement or decree was issued by this Court, and he consequently contends that the warrant and the ensuing execution process are defective and fraudulent.
13. The deponent further alleges that the actions of the Respondent and its advocates in obtaining what he describes as false and defective warrants amount to an attempt to unjustly enrich the Respondent through fraudulent means. He maintains that the Respondent’s actions constitute a clear abuse of the process of the Court and have the effect of wasting judicial time.
14. In the circumstances, the deponent urges that unless the orders sought are granted, the Applicant will suffer irreparable harm through disruption of its national pipeline operations and loss of critical motor vehicles.
C. THE REPLYING AFFIDAVIT.
15. The application is resisted and the Respondent to that end filed a replying affidavit sworn on 3rd June, 2026 by Tom Odongo in which the said deponent deposes that he is the Chairman of the Respondent, duly authorized to swear the affidavit on its behalf, and is conversant with the facts and circumstances giving rise to the application.
16. He deposes that the application is founded on a gross misconstruction and misinterpretation of the judgement delivered by this Court on 22nd January, 2026 and the decree extracted therefrom, and that it constitutes an abuse of the Court process calculated to mislead the Court and improperly deny the Respondent the fruits of its judgement.
17. The deponent contends that there is no active or subsisting order staying execution of the decree in the present proceedings. He explains that the interim orders relied upon by the Applicant arose from a separate and distinct application dated 11th March, 2026 in ARB/09/2026, Nyanza Club v Kenya Pipeline Company Limited, and were limited to those proceedings.
18. He therefore maintains that the Applicant has deliberately conflated distinct proceedings and orders in an attempt to obstruct the Respondent’s lawful execution. He has annexed copies of the Applicant’s notice of motion dated 11th March, 2026 and the orders issued thereon, marked “TO-1(a) and (b)”.
19. The deponent further deposes that the Applicant’s contention that the decree is irregular, unlawful or a nullity is baseless. According to the deponent, following delivery of the judgement, the Respondent duly extracted the draft decree and forwarded it to the Applicant’s advocates for approval, whereafter extensive correspondence between the respective advocates culminated in mutual approval and regular extraction of the final decree in accordance with the Civil Procedure Rules. Copies of the relevant correspondence and approval are annexed and marked “TO-2(a) and (b)”. The Respondent consequently states that the Applicant is estopped, both in law and equity, from challenging the validity of a decree whose preparation and extraction it participated in and approved.
20. It is further deposed that the Applicant is similarly estopped from challenging the legitimacy and validity of the decree having acknowledged, recognized and acted upon it through voluntary part-payments made towards satisfaction of the arbitral award and decretal sums arising therefrom. The deponent contends that the Applicant cannot approbate and reprobate by benefiting from and partially complying with the decree on the one hand while impugning its validity on the other.
21. The deponent maintains that the Applicant’s assertion that the decretal amount is irregular, unlawful or fraudulent is contradicted by the findings of this Court at paragraphs 145 and 146 of the judgement delivered on 22nd January 2026. He deposes that although the Court set aside the Arbitrator’s award of general damages for constitutional violations on the ground that the Arbitrator had exceeded his mandate, the Court expressly held that the remaining portions of the arbitral award were valid, enforceable and did not offend public policy, and that the balance of the award remained intact and enforceable. A copy of the judgement is annexed and marked “TO-3”.
22. He consequently contends that the Applicant’s attempt to characterize the decretal amount as irregular or fraudulent amounts to a deliberate misrepresentation and distortion of the Court’s findings and constitutes an impermissible collateral attack upon a final judgement.
23. The deponent further deposes that paragraph 147 of the judgement reiterated the Court’s directions, whereby the portion of the award relating to constitutional infringement was set aside, while the valid portions of the arbitral award were expressly recognized and enforced as a binding judgement of the Court.
24. He further refers to the arbitral award dated 23rd January, 2025 and deposes that the Arbitrator directed that monthly maintenance of Ksh.150,000/- would run from the date of the second spillage on 6th November, 2022 and continue monthly for as long as the Easement Agreement between the parties remained in force. A copy of the arbitral award is annexed and marked “TO-4”.
25. According to the deponent, the monthly maintenance awarded by the Arbitrator was calculated from November, 2022 to the date of delivery of the award on 23rd January, 2025, after which the obligation continued to accrue at the rate of Ksh.150,000/- per month for as long as the Easement Agreement remained in force.
26. He therefore contends that the Applicant’s obligation to pay the monthly maintenance continues to accrue because the 1992 Easement Agreement has neither been terminated, extinguished nor otherwise discharged in law. The Applicant’s attempt to deny or evade the continuing accrual of those sums is consequently said to be contrary to both the express terms of the arbitral award and the subsisting contractual obligations between the parties.
27. The deponent disputes the Applicant’s assertion that it has fully satisfied the decretal sum, terming it factually false and misleading. He asserts that, based on paragraph 147 of the judgement read together with the arbitral award, the outstanding amount due and payable stood at Ksh.2,407,500/- as at April, 2026, exclusive of continuing accruals thereafter.
28. He further deposes that the Respondent, through its advocates, formally notified and demanded payment of the outstanding decretal sums from the Applicant by a letter dated 23rd April, 2026. Despite receipt of the demand, the Applicant allegedly failed and/or refused to settle the outstanding arrears. Copies of the demand notice and an extract of the Applicant’s response email are annexed and marked “TO-5(a) and (b)”. The deponent characterizes the Applicant’s conduct as demonstrating bad faith and a deliberate intention to frustrate lawful execution and deny the Respondent the fruits of its judgement.
29. The deponent further contends, on the advice of the Respondent’s advocates, that the Applicant has failed to satisfy the mandatory statutory requirements for the grant of a stay of execution, particularly because it has not demonstrated the substantial or irreparable loss it would suffer. He maintains that enforcement of a legitimate and ascertainable debt against a capable public entity does not, in itself, constitute substantial loss in law.
30. It is further deposed that stay of execution is an equitable and discretionary remedy which ought only to be granted to a party approaching the Court with clean hands. The Applicant is said not to meet that threshold by allegedly conflating separate arbitral orders and misrepresenting the status of its account in an attempt to stall the execution process.
31. The Respondent therefore maintains that, in the interests of justice, commercial certainty and the principle of finality in litigation, the application ought to be dismissed with costs so as to enable the Respondent to realize the outstanding fruits of its judgement.
32. Finally, the deponent asserts that the application is an abuse of the process of the Court, having allegedly been instituted to delay the Respondent’s realization of its lawful compensation, and urges the Court to dismiss it with costs to the Respondent.
D. THE FURTHER AFFIDAVIT.
33. In rejoinder to the replying affidavit, the Applicant filed a further affidavit sworn on 15th June, 2026 by Nelson O. Nyaduwa in which he states that the Respondent, through a warrant of attachment of movable property in execution of a decree for money dated 15th May, 2026, has extracted a sum of Ksh.2,410,000/-, which the Applicant maintains is erroneous and incapable of supporting execution proceedings.
34. The deponent reiterates the Applicant’s position that the warrant of attachment and all subsequent execution documents are erroneous and ought not to be relied upon, contending that the illegality complained of arises from the Respondent’s alleged wilful misconstruction of the judgement of this Court.
35. He states that, upon setting aside the erroneous aspects of the arbitral award, this Court, by its judgement, upheld an award comprising Ksh.5,750,000/- as special damages for oil spillage; Ksh.4,800,000/- as special damages for maintenance of the easement area; Ksh.4,050,000/- as monthly maintenance from November, 2022 to the date of the judgement; Ksh.400,000/- as the Arbitrator’s fees; and Ksh.100,000/- as costs of travel and accommodation for the Claimant’s counsel, making a total award of Ksh.15,100,000/-.
36. He further states that the Respondent, in its replying affidavit annexed as “TO-2(b)” a draft decree which had been approved on 31st January, 2026 and which reflected the total award of Ksh.15,100,000/-. He points out that the said draft decree had been prepared by the Respondent and approved by the Applicant, and was premised upon the final judgement of this Court.
37. The deponent states that the approved draft decree resulted in the final decree of the Court. He has annexed a copy of the decree issued pursuant to the judgement delivered on 22nd January, 2026 and marked it “NN-5”.
38. He further states that, by a letter dated 23rd April, 2026, the Respondent asserted that, under the arbitral award dated 23rd January, 2025, the monthly maintenance fee was to continue accruing for as long as the Easement Agreement between the parties remained in force.
39. The deponent disputes that contention and states that the judgement of this Court had conclusively captured the full and final maintenance cost from November, 2022 to the date of the judgement as Ksh.4,050,000/-. He therefore contends that the Respondent could not lawfully raise a further outstanding amount of Ksh.2,410,000/- based on the arbitral award after the relevant aspects of that award had been set aside by this Court.
40. He characterizes the sum of Ksh.2,410,000/- as fraudulent, contending that it was raised outside and without reference to the approved decree and was pursued and computed after the Court had become functus officio. He maintains that the amount is not captured in any judgement or decree of this Court and that its inclusion in the execution process therefore raises a presumption of fraud.
41. Finally, the deponent states that this Court has become functus officio and that its judgement has not been challenged by the Respondent. He consequently contends that, having been aware that the relevant arbitral award had been set aside by this Court, the Respondent could not subsequently seek a remission of the matters in issue to the arbitral tribunal or pursue any further decretal sum beyond that captured in the judgement and decree of the Court.
E. THE APPLICANT’S SUBMISSIONS.
42. The Applicant submits that the real issue for determination is not whether the Respondent previously had a claim for maintenance, but whether, following the arbitral award, the judgement of this Court, the extraction of a decree and full satisfaction of the decretal amount, fresh obligations can continue to arise outside the terms of the decree. It is the Applicant’s position that they cannot.
43. The Applicant submits that the central question is whether the extracted decree accurately reflects the judgement delivered by this Court on 22nd January, 2026 and whether the Applicant has fully satisfied the enforceable decretal amount.
44. It disputes the Respondent’s contention that the decree was regular and mutually approved, that an unlimited monthly maintenance obligation of Ksh.150,000/- continues to accrue indefinitely, and that the Applicant remains indebted to the Respondent in the sum of approximately Ksh.2.4 million.
45. The Applicant submits that the pleadings, arbitral award, judgement of this Court and the extracted decree all converge upon a crystallized and quantified sum of Ksh.15,100,000/- together with interest. It contends that the said amount has been fully satisfied.
46. The Applicant submits that the Respondent, then the Claimant, had pleaded in its statement of claim for an order compelling payment of a one-off clearance cost of Ksh.3,000,000/- and thereafter a monthly maintenance cost of Ksh.150,000/-.
47. However, the Applicant contends that the Arbitrator did not award the monthly maintenance as an open-ended and indefinitely accruing future obligation. Rather, the Arbitrator quantified the maintenance-related claims as Ksh.4,800,000/- for special damages for maintenance of the easement area and Ksh.4,050,000/- for monthly maintenance from November, 2022 to the date of the arbitral award on 23rd January, 2025.
48. It is submitted that the contractual portion of the arbitral award consequently amounted to Ksh.15,100,000/-. The Applicant relies on the findings and orders contained in the judgement of this Court, particularly paragraphs 145 to 147, where the Court found that the Arbitrator had exceeded his mandate in awarding general damages for constitutional violations and accordingly set aside that aspect of the award, while expressly finding that the remaining portions of the arbitral award were valid, enforceable and did not offend public policy.
49. The Applicant submits that the Court, at paragraph 146 of the judgement, expressly directed that the constitutional damages awarded by the Arbitrator be set aside while the balance of the arbitral award remained intact and enforceable. It further submits that, at paragraph 147(b), the Court directed enforcement of the specific quantified sums comprising the Ksh.15,100,000/- award, together with interest at 10% from 23rd January, 2025.
50. The Applicant contends that the effect of the judgement was to crystallize the enforceable obligation between the parties. It submits that there was no order for remittal, no direction for further quantification of the award and no order permitting the Respondent to continue generating fresh monthly decretal obligations after the date covered by the judgement. According to the Appellant, the Court’s judgement brought the matter to finality.
51. The Applicant further submits that the decree annexed to its further affidavit as “NN-5” faithfully reproduces the judgement of the Court by setting out the specific heads of award and the total sum of Kshs.15,100,000/- together with interest. It emphasizes that the decree was mutually approved by counsel for both parties, a position which, according to the Applicant, is also acknowledged by the Respondent in its replying affidavit and the correspondence annexed thereto as “TO-2(a) and (b)”.
52. It is therefore submitted that the Respondent cannot, through the process of execution, vary, enlarge or otherwise expand the terms of the decree. The Applicant argues that any attempt to enforce additional and unquantified monthly maintenance amounts beyond the period covered by the judgement and decree would be irregular and a nullity, since execution must be founded upon the decree as issued by the Court.
53. The Applicant further submits that it has fully paid and satisfied the decretal amount of Ksh.15,100,000/- together with interest. In support of this contention, it relies on the evidence of payment annexed to the supporting affidavit as “NN-2”, as well as the decree annexed to the further affidavit as “NN-5”. It therefore disputes the Respondent’s assertion that a further sum of approximately Ksh.2.4 million remains outstanding, contending that no such liability is contained in the decree or supported by any subsequent order of the Court.
54. The Appellant submits that the Respondent’s attempt to recover the alleged additional sum through execution is therefore contrary to the judgement and decree of the Court. It argues that the warrant of attachment dated 15th May, 2026 and the proclamation of attachment dated 20th May, 2026, which seek to enforce an amount not contained in the decree, cannot lawfully stand.
55. On the question of finality, the Appellant submits that the Court having delivered its judgement, extracted and issued the decree, and the Applicant having fully satisfied the decretal amount, the Respondent cannot revive or enlarge the dispute through execution proceedings. The Appellant characterizes the Respondent’s position as creating a decree which, even after satisfaction, would continue to generate fresh obligations indefinitely, a result which it submits is contrary to the principle of finality in litigation.
56. The Appellant consequently submits that the decree is regular, accurate and mutually approved; that the enforceable decretal amount has been fully satisfied; and that there is no outstanding decretal sum capable of supporting the impugned execution proceedings. It therefore contends that the continued attachment of its motor vehicles is unlawful and constitutes an abuse of the process of the Court.
57. The Appellant accordingly urges the Court to allow the notice of motion dated 20th May, 2026 and grant the orders sought therein, including lifting the attachment forthwith and awarding punitive costs.
F. THE RESPONDENT’S SUBMISSIONS.
58. On its part, the Respondent submits that the Applicant’s application is misconceived and amounts to an attempt to improperly prevent the Respondent from realizing the fruits of a valid judgement. It identifies four issues for determination, namely: whether the monthly maintenance obligation of Ksh.150,000/- continues to accrue during the subsistence of the Easement Agreement; whether the Applicant is equitably estopped from challenging the execution or validity of the decree; whether the Applicant has satisfied the statutory threshold for a stay of execution; and who should bear the costs of the application.
59. On the first issue, the Respondent submits that the Applicant has erroneously interpreted the decree as capping the monthly maintenance obligation at the amount accrued between November, 2022 and 23rd January, 2025, being the date of the arbitral award.
60. It argues that the decree must be read together with the arbitral award and the judgement of this Court as a whole, rather than by isolating the phrase referring to monthly maintenance “from November, 2022 to date.”
61. The Respondent submits that, in its statement of claim dated 30th April 2025, it sought, among other reliefs, an order compelling payment of a one-off clearance cost of Ksh.3,000,000/- and thereafter monthly maintenance of Ksh.150,000/- for the easement area.
62. It contends that the Arbitrator dealt with the claim in two components, namely accrued arrears and the continuing future obligation. The arrears accruing between the second oil spillage in November, 2022 and the date of the arbitral award were quantified at Ksh.4,050,000/-.
63. The Respondent relies on the arbitral award dated 23rd January, 2025, where the Arbitrator directed that monthly maintenance of Ksh.150,000/- would run from 6th November, 2022 and continue monthly for as long as the Easement Agreement remained in force. It submits that this constituted an express and continuing obligation rather than a one-off award limited to the date of the arbitral award.
64. The Respondent submits that the arbitral award was subsequently placed before this Court for recognition, enforcement and adoption through the notice of motion dated 27th February, 2025. It argues that the Court was not invited to truncate the arbitral award but to give effect to and enforce its valid portions.
65. The Respondent further submits that, in its judgement, this Court set aside only the portion of the arbitral award relating to constitutional damages while making an express finding that the remaining portions of the award were valid, enforceable and did not offend public policy.
66. It relies particularly on paragraphs 145 and 146 of the judgement and contends that, by declaring the balance of the award intact and enforceable, the Court adopted the operational mechanism established by the Arbitrator, including the continuing monthly maintenance obligation for the duration of the 1992 Easement Agreement.
67. The Respondent further submits that the continuing nature of the obligation is reflected in the decree dated 22nd January, 2026, which was reviewed, signed off and approved as to form by the Applicant’s advocates on 31st January, 2026 pursuant to Order 21 of the Civil Procedure Rules. It relies on paragraph 2 of the decree, which, in its view, recognized and enforced the valid portions of the arbitral award as the judgement of the Court.
68. The Respondent submits that the Applicant’s interpretation of item (iii) of the decree, which states “Monthly maintenance from November, 2022 to date – Ksh.4,050,000.00,” is erroneous. It contends that the stated amount merely represents the arrears that had accrued up to the date of the arbitral award, and does not extinguish the separate and continuing obligation imposed by the arbitral award.
69. It is therefore submitted that, so long as the 1992 Easement Agreement remains valid and in force, the monthly maintenance obligation of Ksh.150,000/- continues to accrue and gives rise to a fresh executable obligation each month. The Respondent argues that the Applicant cannot claim to have fully satisfied the decree while the underlying contractual instrument giving rise to the continuing maintenance obligation remains subsisting.
70. The Respondent accordingly submits that because the Easement Agreement has neither been terminated, extinguished nor otherwise discharged in law, the monthly maintenance sums continue to accrue. It states that as at April, 2026 the outstanding principal balance and accrued maintenance amounted to Ksh.2,407,500/-, exclusive of subsequent accruals.
71. On the second issue, the Respondent submits that the Applicant is legally and equitably estopped from challenging the legitimacy or enforcement of the decree. It reiterates that the decree was verified, countersigned and mutually approved by the Applicant’s advocates on 31st January, 2026.
72. The Respondent further submits that the Applicant subsequently recognized and acted upon the decree by making voluntary part-payments towards satisfaction of the arbitral award and decretal sum. It contends that the Applicant cannot, after having acted upon the decree, change its position and characterize the outstanding execution balance as fraudulent or irregular.
73. The Respondent relies on the doctrine against approbating and reprobating, submitting that a party cannot simultaneously benefit from and partially comply with a decree while challenging its validity or enforcement.
74. In support of that proposition, it relies on National Bank of Kenya Limited v Anaj Warehousing Limited [2015] eKLR, which it submits affirmed that where parties have procedurally consented to and acted upon a particular legal state of affairs, they may be estopped from subsequently seeking to dismantle the rights arising from that state of affairs to the detriment of the other party.
75. The Respondent submits that the requirements for equitable estoppel have been satisfied because the decree was mutually approved and the Applicant subsequently made voluntary payments pursuant to it. It argues that the Applicant should therefore remain bound by the position it formally accepted and acted upon and should not be permitted to challenge the continued enforcement of the decree merely because execution has become inconvenient.
76. On the third issue, the Respondent submits that under Order 42 Rule 6 of the Civil Procedure Rules, stay of execution is an equitable and discretionary remedy subject to mandatory requirements. It contends that an applicant must demonstrate that substantial loss may result unless stay is granted, that the application has been made without unreasonable delay and that the applicant satisfies the Court that the circumstances justify the exercise of its discretion.
77. The Respondent submits that the Applicant has failed to demonstrate any substantial or irreparable loss. It argues that enforcement of a liquid and judicially verified commercial debt against a financially capable public corporate entity does not, without more, constitute substantial loss or irreparable harm.
78. The Respondent further contends that the Applicant has deliberately conflated interim orders issued in a separate and distinct matter, ARB/09/2026, with the present proceedings, thereby creating the impression that there exists a stay of execution in the instant matter. It submits that such conduct amounts to a misrepresentation of the record and disentitles the Applicant to the equitable relief of stay because a party seeking such relief must approach the Court with clean hands.
79. In support of its position on stay of execution, the Respondent relies on Githunguri v Jimba Credit Corporation Ltd [1988] KLR 1, which it submits establishes that a stay of execution should not issue where an applicant fails to demonstrate concrete substantial loss or acts i
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