Introduction and Background
1. Before the court is the application dated 5th November 2025 brought under Order 40 Rule 1, Order 51 Rule 1 of the Civil Procedure Rules and Sections 1A, 1B, 3A and Section 63 (e) of the Civil Procedure Act. The application seeks injunctive relief pending the hearing and determination of this suit. I have also considered the Replying Affidavit sworn on 16th January 2026 by CHRIS GACHIRI on behalf of the 1st Defendant/Respondent (the Bank) and the written submissions filed by the parties.
Analysis and determination
2. The main issue for determination is whether the Applicant, (Marenyo Ltd), has met the threshold for granting the injunction orders they seek. To succeed, the Applicants must satisfy the conditions established in Giella v. Cassman Brown & Co., Ltd. [1973] E.A. 358. These conditions require the them to demonstrate a prima facie case with a probability of success, show that they would suffer irreparable harm that could not be adequately compensated by damages, and, if the court is in doubt, have the application determined on the balance of convenience.
3. These conditions are are applied as distinct, sequential hurdles which the applicant is expected to surmount sequentially. This means that if the applicant fails to establish a prima facie case, there is no need to consider irreparable harm or the balance of convenience (see Nguruman Limited v Jan Bonde Nielsen& 2 others [2013] KECA 347 (KLR)).
4. As to what constitutes a prima facie case, the Court of Appeal in Mrao Ltd v First American Bank of Kenya Ltd & 2 others [2003] KECA 175 (KLR) explained as follows:
“A prima facie case in a civil application includes but is not confined to a “genuine and arguable case.” It is a case which, on the material presented to the court, a tribunal properly directing itself will conclude that there exists a right which has apparently been infringed by the opposite party as to call for an explanation or rebuttal from the latter”.
5. Turning to the dispute at hand, the record is unequivocal. The Bank has produced the Offer Letter dated 23rd December 2014, which forms the foundation of the facility in question. It is evident that the 1st Respondent, Zalareeds Ltd, approached the Bank for a loan facility of Kshs. 59.5 million, guaranteed by Marenyo Limited. The facility was intended for the acquisition of shares in Marenyo Limited, and the offer letter was duly executed by all parties.
6. Consequently, a charge dated 1st December 2015 was executed between the Bank and Marenyo Limited over LR 209/5990/11 (the suit property) as security for the facility. This charge was signed by the directors of Marenyo Limited. In addition, the Deed of Guarantee executed by the company’s directors further secured the facility. The documentary evidence therefore speaks for itself and establishes the contractual and security arrangements beyond dispute.
7. The loan statements placed before this Court demonstrate that, as at April 2025, Zalareeds Ltd was indebted to the Bank in the sum of Kshs. 73,766,570.00. In light of this evidence, Marenyo’s prayer for the provision of loan statements is untenable. Moreover, the record shows that Marenyo was fully aware of the outstanding loan and actively engaged the Bank on the matter. This is borne out by the correspondence produced, particularly the letter dated 18th March 2025, in which Marenyo indicated that they had secured a prospective buyer for the suit property at a consideration of Kshs. 250 million.
8. The Bank cannot be faulted for proceeding to exercise their statutory power of sale as borne by a letter dated 17th September 2025 which shows that six months after the engagement to find an alternative buyer, the sale was yet to be concluded and no monies had been paid to the Bank.
9. The allegations of secrecy in the transactions, as advanced by Marenyo Limited, do not alter the factual position as reflected on the record. The question of whether fraud was indeed committed is a matter that must be established through evidence, and if proven, its impact is quantifiable. Any amounts alleged to have been paid but not reflected in the loan statements, or payments said to be unrelated to the facility, can be interrogated. Should such sums be found due, they are capable of being refunded.
10. The totality of this is that I find that the Applicant has not established a prima facie case with a probability of success. Their claim for an injunction therefore fails at this first hurdle, consistent with the dicta in Nguruman Limited v Jan Bonde Nielsen & 2 Others (supra).
11. Even if I were to consider the other conditions, I am not convinced that the Applicants would suffer irreparable harm. Any loss suffered can be adequately remedied by an award of damages. The Applicants have not provided evidence to suggest that the Bank is incapable of compensating such damages if awarded. Finally, the balance of convenience tilts in favor of the Bank realizing its security at the earliest opportunity so as to avoid the security outstripping the ballooning debt.
Disposition
12. Accordingly, the application dated 5th November 2025 is dismissed. Costs shall await the outcome of the suit. Any interim orders previously issued are hereby vacated.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 11th DAY OF JUNE 2026
F. MUGAMBI
JUDGE
1. Before the court is the application dated 5th November 2025 brought under Order 40 Rule 1, Order 51 Rule 1 of the Civil Procedure Rules and Sections 1A, 1B, 3A and Section 63 (e) of the Civil Procedure Act. The application seeks injunctive relief pending the hearing and determination of this suit. I have also considered the Replying Affidavit sworn on 16th January 2026 by CHRIS GACHIRI on behalf of the 1st Defendant/Respondent (the Bank) and the written submissions filed by the parties.
Analysis and determination
2. The main issue for determination is whether the Applicant, (Marenyo Ltd), has met the threshold for granting the injunction orders they seek. To succeed, the Applicants must satisfy the conditions established in Giella v. Cassman Brown & Co., Ltd. [1973] E.A. 358. These conditions require the them to demonstrate a prima facie case with a probability of success, show that they would suffer irreparable harm that could not be adequately compensated by damages, and, if the court is in doubt, have the application determined on the balance of convenience.
3. These conditions are are applied as distinct, sequential hurdles which the applicant is expected to surmount sequentially. This means that if the applicant fails to establish a prima facie case, there is no need to consider irreparable harm or the balance of convenience (see Nguruman Limited v Jan Bonde Nielsen& 2 others [2013] KECA 347 (KLR)).
4. As to what constitutes a prima facie case, the Court of Appeal in Mrao Ltd v First American Bank of Kenya Ltd & 2 others [2003] KECA 175 (KLR) explained as follows:
“A prima facie case in a civil application includes but is not confined to a “genuine and arguable case.” It is a case which, on the material presented to the court, a tribunal properly directing itself will conclude that there exists a right which has apparently been infringed by the opposite party as to call for an explanation or rebuttal from the latter”.
5. Turning to the dispute at hand, the record is unequivocal. The Bank has produced the Offer Letter dated 23rd December 2014, which forms the foundation of the facility in question. It is evident that the 1st Respondent, Zalareeds Ltd, approached the Bank for a loan facility of Kshs. 59.5 million, guaranteed by Marenyo Limited. The facility was intended for the acquisition of shares in Marenyo Limited, and the offer letter was duly executed by all parties.
6. Consequently, a charge dated 1st December 2015 was executed between the Bank and Marenyo Limited over LR 209/5990/11 (the suit property) as security for the facility. This charge was signed by the directors of Marenyo Limited. In addition, the Deed of Guarantee executed by the company’s directors further secured the facility. The documentary evidence therefore speaks for itself and establishes the contractual and security arrangements beyond dispute.
7. The loan statements placed before this Court demonstrate that, as at April 2025, Zalareeds Ltd was indebted to the Bank in the sum of Kshs. 73,766,570.00. In light of this evidence, Marenyo’s prayer for the provision of loan statements is untenable. Moreover, the record shows that Marenyo was fully aware of the outstanding loan and actively engaged the Bank on the matter. This is borne out by the correspondence produced, particularly the letter dated 18th March 2025, in which Marenyo indicated that they had secured a prospective buyer for the suit property at a consideration of Kshs. 250 million.
8. The Bank cannot be faulted for proceeding to exercise their statutory power of sale as borne by a letter dated 17th September 2025 which shows that six months after the engagement to find an alternative buyer, the sale was yet to be concluded and no monies had been paid to the Bank.
9. The allegations of secrecy in the transactions, as advanced by Marenyo Limited, do not alter the factual position as reflected on the record. The question of whether fraud was indeed committed is a matter that must be established through evidence, and if proven, its impact is quantifiable. Any amounts alleged to have been paid but not reflected in the loan statements, or payments said to be unrelated to the facility, can be interrogated. Should such sums be found due, they are capable of being refunded.
10. The totality of this is that I find that the Applicant has not established a prima facie case with a probability of success. Their claim for an injunction therefore fails at this first hurdle, consistent with the dicta in Nguruman Limited v Jan Bonde Nielsen & 2 Others (supra).
11. Even if I were to consider the other conditions, I am not convinced that the Applicants would suffer irreparable harm. Any loss suffered can be adequately remedied by an award of damages. The Applicants have not provided evidence to suggest that the Bank is incapable of compensating such damages if awarded. Finally, the balance of convenience tilts in favor of the Bank realizing its security at the earliest opportunity so as to avoid the security outstripping the ballooning debt.
Disposition
12. Accordingly, the application dated 5th November 2025 is dismissed. Costs shall await the outcome of the suit. Any interim orders previously issued are hereby vacated.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 11th DAY OF JUNE 2026
F. MUGAMBI
JUDGE