1. The Applicant, James Ndwigah Muchungu, issued the Notice of Motion dated 31st October 2025, brought under Sections 1A, 3, 3A and 63(c) of the Civil Procedure Act, Section 5 of the Judicature Act, and Orders 40 Rule 3 and 51 Rule 1 of the Civil Procedure Rules, 2010.
2. The Applicant sought orders that summonses be issued against the 1st, 2nd, 3rd and 4th alleged contemnors to appear before the Court and show cause why they should not be punished for contempt of court orders of 10th July 2025. In default, the alleged contemnors be imprisoned for a term not exceeding six months and/or a fine or both.
3. The motion is supported by the annexed affidavit and further affidavit sworn on 2nd February 2026 by the Applicant and is based on the grounds on its face. According to the Applicant, the alleged contemnors are in contempt of the court orders issued on 10th July 2025 directing the Respondent, within fourteen days, to furnish the Applicant with its financial statements for 2021–2024, bank statements and particulars of authorized signatories, as well as minutes and resolutions of Board and Annual General Meetings for the same period. The Court further restrained any alteration of the shareholding, directorship or records of Meridian Acceptances Limited pending determination of the suit.
4. He further avers that the documents supplied relate to 2023 - July 2025 rather than the ordered period of 2021 – 2024, that no audit report was furnished to support the accounts, that bank statements and signatory particulars remain outstanding, and that the alleged contemnors are deliberately frustrating the appointment of a certified public accountant as inspector.
5. The application is opposed by the Replying Affidavit of Bernard Odote sworn on 11th December 2025. The Respondent's position is that annual reports and financial statements were supplied on 28th October 2025; that the pre-2023 records sought are not in the company's possession, the current management having taken over only in 2023; that the Respondent wrote on 18th July 2025 confirming its commitment to comply and proposing CPA Stephen Gituthua Kimani as inspector after rejecting the Applicant's proposed CPA Fabian Murugu; that the Applicant in turn declined that proposal and instead proposed a Tier 1 firm (PwC, Deloitte, KPMG or Ernst & Young); and that the parties have simply failed to agree on an inspector. He avers that the individual alleged contemnors have no knowledge of the orders and that no proof of service has been placed before the court.
6. The application was canvassed by way of written submissions. The applicant filed submissions dated 2nd February 2026 while the Respondents filed submissions dated 4th March 2026
Analysis and determination
7. I have considered the application, response thereto, submissions by counsel for the parties and the decisions cited. The issue for determination is whether the Applicant has met the threshold for contempt of court.
8. Contempt of court is that conduct or action that defies or disrespects the authority of the court. Black’s Law Dictionary 9th Edition, defines contempt as:
“The act or state of despising; the conduct of being despised. Conduct that defies the authority or dignity of a court or legislature. Because such conduct interferes with the administration of justice.”
9. Order 40 rule (3) of the Civil Procedure Rules (2010) provides that in cases of disobedience, or of breach of any terms of a temporary injunction, the court granting that injunction may order the property of the person guilty of such disobedience or breach to be attached, and may also order such person to be detained in prison for a term not exceeding six months unless in the meantime the court directs his release.
10. Section 63 (c) of the Civil Procedure Act provides: -
“A disobedience of an order of a temporary injunction will attract punishment in the form of imprisonment or attachment and sale of the contemnor’s property.”
11. It is settled that court orders must be obeyed, and obedience is not a matter of choice. In Shimmers Plaza Limited v National Bank of Kenya Limited [2015] eKLR, the Court of Appeal had this to say:
“We reiterate here that court orders must be obeyed. Parties against whom such orders are made cannot be allowed to trash them with impunity. Obedience of court orders is not optional. Rather, it is mandatory and a person does not choose whether to obey a court order or not…The Courts should not fold their hands in helplessness and watch as their orders are disobeyed with impunity left, right and centre. This would amount to abdication of our sacrosanct duty bestowed on us by the constitution…”
12. The standard of proof in contempt proceedings is well established. The Court of Appeal in Gatharia K. Mutitika v Baharini Farm Ltd [1985] KLR 227 held that:
“In our view, the standard of proof in contempt proceedings must be higher than proof on the balance of probabilities, almost but not exactly, beyond reasonable doubt.”
13. To succeed in a contempt application, the applicant must prove there is a valid court order, that the order was clear and unambiguous regarding the requirements, that the alleged contemnor knew about the order, typically demonstrated through proof of service, and that the contemnor failed to comply (See Samuel M. N. Mweru & Others v National Land Commission & 2 Others [2020] eKLR).
14. There is no dispute that this Court issued orders on 10th July 2025 directing the Respondent to furnish the Applicant with financial statements for 2021–2024, bank statements, particulars of authorized signatories, and minutes and resolutions of Board and Annual General Meetings for the same period. The Court further restrained any alteration of the shareholding, directorship or records of Meridian Acceptances Limited pending the determination of the suit.
15. The order is clear and unambiguous. The Respondent was required to produce specific documents covering a defined period: 2021–2024.
16. Where the alleged contemnors are officers or directors of a corporate respondent rather than the corporate respondent itself, personal knowledge of the order, not merely the company's knowledge, must be demonstrated.
17. The Court notes that the Applicant has not demonstrated that the orders were served upon the alleged contemnors personally, nor has any penal notice been exhibited.
18. The Applicant contends that the documents supplied relate to 2023 – July 2025 rather than the ordered period of 2021–2024, and that bank statements and signatory particulars remain outstanding.
19. The Respondents clarified that the pre-2023 records requested are not held by the company, as management only took over in 2023. They confirmed their willingness to comply in a letter dated 18th July 2025 and proposed an inspector. Additionally, they stated that the annual reports and financial statements were provided on 28th October 2025. The Respondent also notes that the parties have been unable to agree on appointing an inspector or accountant.
20. In my view, these circumstances establish that there has not been full compliance with the orders of 10th July 2025. That said, failure to comply with an order does not, without more, automatically establish contempt against particular individuals.
21. The Applicant must prove a direct link between each alleged contemnor and the disobedience in question. Simply being officers or directors of the Respondent does not, without evidence of their specific knowledge and intentional actions, automatically subject them to penalties.
22. I am therefore not satisfied that the threshold for committal of the alleged contemnors has been met. This finding does not, however, absolve the Respondent from complying with the orders of 10th July 2025. Those orders remain valid and binding.
23. Accordingly, this Court finds the Notice of Motion dated 31st October 2025 is without merit, and the same is hereby dismissed with no orders as to costs.
It is so ordered.
RULING delivered virtually, dated and signed at NAIROBI
This 1st day of September 2026.
PETER M. MULWA
JUDGE
In the presence of:
Ms. Obura for Plaintiff/Respondent
Ms. Swaka h/b for Mr. Njenga for Defendants
Court Assistant: Sharon
2. The Applicant sought orders that summonses be issued against the 1st, 2nd, 3rd and 4th alleged contemnors to appear before the Court and show cause why they should not be punished for contempt of court orders of 10th July 2025. In default, the alleged contemnors be imprisoned for a term not exceeding six months and/or a fine or both.
3. The motion is supported by the annexed affidavit and further affidavit sworn on 2nd February 2026 by the Applicant and is based on the grounds on its face. According to the Applicant, the alleged contemnors are in contempt of the court orders issued on 10th July 2025 directing the Respondent, within fourteen days, to furnish the Applicant with its financial statements for 2021–2024, bank statements and particulars of authorized signatories, as well as minutes and resolutions of Board and Annual General Meetings for the same period. The Court further restrained any alteration of the shareholding, directorship or records of Meridian Acceptances Limited pending determination of the suit.
4. He further avers that the documents supplied relate to 2023 - July 2025 rather than the ordered period of 2021 – 2024, that no audit report was furnished to support the accounts, that bank statements and signatory particulars remain outstanding, and that the alleged contemnors are deliberately frustrating the appointment of a certified public accountant as inspector.
5. The application is opposed by the Replying Affidavit of Bernard Odote sworn on 11th December 2025. The Respondent's position is that annual reports and financial statements were supplied on 28th October 2025; that the pre-2023 records sought are not in the company's possession, the current management having taken over only in 2023; that the Respondent wrote on 18th July 2025 confirming its commitment to comply and proposing CPA Stephen Gituthua Kimani as inspector after rejecting the Applicant's proposed CPA Fabian Murugu; that the Applicant in turn declined that proposal and instead proposed a Tier 1 firm (PwC, Deloitte, KPMG or Ernst & Young); and that the parties have simply failed to agree on an inspector. He avers that the individual alleged contemnors have no knowledge of the orders and that no proof of service has been placed before the court.
6. The application was canvassed by way of written submissions. The applicant filed submissions dated 2nd February 2026 while the Respondents filed submissions dated 4th March 2026
Analysis and determination
7. I have considered the application, response thereto, submissions by counsel for the parties and the decisions cited. The issue for determination is whether the Applicant has met the threshold for contempt of court.
8. Contempt of court is that conduct or action that defies or disrespects the authority of the court. Black’s Law Dictionary 9th Edition, defines contempt as:
“The act or state of despising; the conduct of being despised. Conduct that defies the authority or dignity of a court or legislature. Because such conduct interferes with the administration of justice.”
9. Order 40 rule (3) of the Civil Procedure Rules (2010) provides that in cases of disobedience, or of breach of any terms of a temporary injunction, the court granting that injunction may order the property of the person guilty of such disobedience or breach to be attached, and may also order such person to be detained in prison for a term not exceeding six months unless in the meantime the court directs his release.
10. Section 63 (c) of the Civil Procedure Act provides: -
“A disobedience of an order of a temporary injunction will attract punishment in the form of imprisonment or attachment and sale of the contemnor’s property.”
11. It is settled that court orders must be obeyed, and obedience is not a matter of choice. In Shimmers Plaza Limited v National Bank of Kenya Limited [2015] eKLR, the Court of Appeal had this to say:
“We reiterate here that court orders must be obeyed. Parties against whom such orders are made cannot be allowed to trash them with impunity. Obedience of court orders is not optional. Rather, it is mandatory and a person does not choose whether to obey a court order or not…The Courts should not fold their hands in helplessness and watch as their orders are disobeyed with impunity left, right and centre. This would amount to abdication of our sacrosanct duty bestowed on us by the constitution…”
12. The standard of proof in contempt proceedings is well established. The Court of Appeal in Gatharia K. Mutitika v Baharini Farm Ltd [1985] KLR 227 held that:
“In our view, the standard of proof in contempt proceedings must be higher than proof on the balance of probabilities, almost but not exactly, beyond reasonable doubt.”
13. To succeed in a contempt application, the applicant must prove there is a valid court order, that the order was clear and unambiguous regarding the requirements, that the alleged contemnor knew about the order, typically demonstrated through proof of service, and that the contemnor failed to comply (See Samuel M. N. Mweru & Others v National Land Commission & 2 Others [2020] eKLR).
14. There is no dispute that this Court issued orders on 10th July 2025 directing the Respondent to furnish the Applicant with financial statements for 2021–2024, bank statements, particulars of authorized signatories, and minutes and resolutions of Board and Annual General Meetings for the same period. The Court further restrained any alteration of the shareholding, directorship or records of Meridian Acceptances Limited pending the determination of the suit.
15. The order is clear and unambiguous. The Respondent was required to produce specific documents covering a defined period: 2021–2024.
16. Where the alleged contemnors are officers or directors of a corporate respondent rather than the corporate respondent itself, personal knowledge of the order, not merely the company's knowledge, must be demonstrated.
17. The Court notes that the Applicant has not demonstrated that the orders were served upon the alleged contemnors personally, nor has any penal notice been exhibited.
18. The Applicant contends that the documents supplied relate to 2023 – July 2025 rather than the ordered period of 2021–2024, and that bank statements and signatory particulars remain outstanding.
19. The Respondents clarified that the pre-2023 records requested are not held by the company, as management only took over in 2023. They confirmed their willingness to comply in a letter dated 18th July 2025 and proposed an inspector. Additionally, they stated that the annual reports and financial statements were provided on 28th October 2025. The Respondent also notes that the parties have been unable to agree on appointing an inspector or accountant.
20. In my view, these circumstances establish that there has not been full compliance with the orders of 10th July 2025. That said, failure to comply with an order does not, without more, automatically establish contempt against particular individuals.
21. The Applicant must prove a direct link between each alleged contemnor and the disobedience in question. Simply being officers or directors of the Respondent does not, without evidence of their specific knowledge and intentional actions, automatically subject them to penalties.
22. I am therefore not satisfied that the threshold for committal of the alleged contemnors has been met. This finding does not, however, absolve the Respondent from complying with the orders of 10th July 2025. Those orders remain valid and binding.
23. Accordingly, this Court finds the Notice of Motion dated 31st October 2025 is without merit, and the same is hereby dismissed with no orders as to costs.
It is so ordered.
RULING delivered virtually, dated and signed at NAIROBI
This 1st day of September 2026.
PETER M. MULWA
JUDGE
In the presence of:
Ms. Obura for Plaintiff/Respondent
Ms. Swaka h/b for Mr. Njenga for Defendants
Court Assistant: Sharon