1. The applicant, Owino Kojo & Co. Advocates, through a notice of motion application dated 3/11/2024, sought leave to file advocate–client bills of costs against the respondents, Sifa Insurance Brokers Limited, Bell Estate Agency Limited and Paul Debacko Gogo, arising from several commercial suits and appeals in which the respondents had instructed the applicant to act for them between 2019 and 2022.
2. It was stated that the respondents later terminated the advocate–client relationship in 2022 and instructed Prof. Tom Ojienda & Associates to take over the matters. When the applicant presented its bills of costs, the respondents declined to pay, contending that Sifa Insurance Brokers Limited had been liquidated in 2010 and therefore had no capacity. The applicant argued that despite the liquidation, the 1st respondent continued trading, its status appeared active on the BRS portal, and all instructions were issued and fees paid through Paul Debacko Gogo, who was a director of both the 1st and 2nd respondents.
3. The applicant contended that the respondents had engaged in fraudulent tactics to evade payment, including alleging that the 1st respondent was “deceased,” denying commercial ties between the 1st and 2nd respondents, and claiming that all fees had been settled. The Deputy Official Receiver confirmed that the directors of the 1st respondent had failed to submit statements of affairs, obstructing liquidation.
4. The applicant maintained that the respondents had intermingled, were jointly liable, and should settle the legal fees. It urged the court to grant leave as sought and award costs of the application.
5. The 1st, 2nd and 3rd respondents opposed the applicant’s motion of 3/11/2024. The 3rd respondent, a former director of the 1st and 2nd respondents, swore that he was duly authorised to respond. He averred that the applicant sought leave to file an advocate–client bill of costs in respect of various concluded matters despite legal fees having been settled in full.
6. He cited several instances where the applicant had already been paid or had filed other bills of costs which were pending or determined, terming the present application an abuse of process. He argued that certain cases had been consolidated, hence separate billing was improper, while others had been taxed, struck out or withdrawn. He further noted that some matters were still before the court of appeal and the applicant had failed to provide case details despite requests.
7. The 3rd respondent stressed that the 1st respondent was under liquidation and proceedings could only be maintained with leave of court and service on the official receiver, which the applicant had ignored. He maintained that the 1st and 2nd respondents were distinct legal entities, and no justification had been shown to lift the corporate veil or hold him personally liable.
8. He contended that allegations of business dealings by the 1st respondent during liquidation were unfounded and only the official receiver was empowered to act. He accused the applicant of seeking to circumvent insolvency law provisions to unfairly pursue the directors and the 2nd respondent. He stated that no fraudulent conduct had been shown, and that disclosure of privileged advocate–client communications by the applicant contravened the Evidence Act.
9. He added that cross-company financial arrangements between the 1st and 2nd respondents were legitimate commercial practice and did not constitute fraud. He concluded that the application was frivolous, vexatious, brought in bad faith, and ought to be dismissed with costs.
10. The applicant’s advocate, Owino Kojo, swore a supplementary affidavit in further support of the notice of motion dated 3/11/2024 and in reply to the respondents’ affidavits of 9/12/2024. He stated that the respondents continued to employ fraudulent tactics in the matter, citing irregular representation by Wandeto & Wachira Advocates who filed contradictory affidavits on behalf of the respondents, including the 1st respondent, alleged to be “deceased”, without proof of instructions. He noted that both affidavits were sworn by the 3rd respondent, who admitted acting only for the 2nd respondent, thus leaving the application unopposed by the 1st respondent.
11. He averred that the applicant rendered legal services and incurred costs on behalf of the respondents, which remain unpaid, giving examples of court fees settled in various suits. He maintained that advocates are entitled to payment for services rendered and that the respondents’ claim that all legal fees had been settled was unsubstantiated. He pointed out inconsistencies and what he termed as falsehoods in the respondents’ affidavits, including misrepresentation of case numbers, matters, and invoices.
12. He emphasized that the respondents’ own admissions confirmed that the applicant acted for them in the matters listed in the application, and the court should therefore allow it. He further asserted that the respondents intermingled and continued trading in the name of the 1st respondent after its winding up in 2010, which amounted to fraudulent conduct aimed at evading payment of legal fees. He dismissed the reliance on section 430 of the Insolvency Act as irrelevant, noting that this matter does not amount to execution.
13. He concluded that the respondents’ conduct demonstrated deliberate obstruction of the liquidation process and fraudulent schemes to avoid settling the applicant’s fees.
Analysis and determination
14. The applicant filed written submissions dated 8/5/2025 while the 2nd and 3rd respondents filed submissions dated 21/5/2025.
15. The issue for determination is whether leave should be granted to the applicant to file its advocate-client bills of costs against the respondents.
16. The applicant seeks leave to file its Advocate-Client bills of costs against Sifa Insurance Brokers Limited, Bell Estate Agency Limited, and Paul Debacko Gogo, arising from the following matters:
“ i. Nairobi High Court Commercial Case. No. 439 of 2017, Sifa Towers Management Limited vs Bell Estate Agency Limited, Sifa Insurance Brokers Limited & 3 others.
ii. Nairobi High Court Commercial Case. No. 417 of 2017, Sifa Insurance Brokers Limited vs Benard Chenge & 2 others.
iii. Nairobi High Court Commercial Misc. No. E1071 of 2020, Aming’a, Opiyo, Masese & Co. Advocates vs Sifa Insurance Brokers Limited.
iv. Nairobi High Court Commercial Misc. No. 1083 of 2020, Aming’a, Opiyo, Masese & Co. Advocates vs Sifa Insurance Brokers Limited.
v. Nairobi High Court Commercial Misc. No. 145 of 2016 (OS), Sifa Insurance Brokers Limited vs Kings Developers Limited.
vi. Nairobi High Court Commercial Misc. No. E894 of 2020, Sifa Insurance Brokers Limited vs Maseno University.
vii. Nairobi High Court Commercial Case. No. 460 of 2007, Sifa Insurance Brokers Limited vs Maseno University.
viii. Nairobi COACA No. E200 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited & 3 others.
ix. Nairobi COACA No. E225 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited & 3 others.
x. Nairobi COACAPPL No. E124 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited.”
17. I have looked at the documents filed by the parties in this matter. Through a special resolution dated 4/1/2021, the directors of the 1st respondent, the 3rd respondent being one of them, instructed the applicant firm to represent it in opposing the following suits: MISC.E1071/2020, MISC E1083/2020 and MISC E1084/2020. The resolution is produced as ‘OK/A’ in the applicant’s supporting affidavit.
18. The applicant, as the 1st respondent’s advocate, produced memoranda of appearance that he filed in the aforementioned suits. The memoranda are produced as ‘OK/B’ in the applicant’s supporting affidavit.
19. The applicant further produced a letter from the Business Registration Service dated 16/10/2024, which stated that the official receiver was the liquidator of the 1st respondent company pursuant to a court order made by the High Court on 3/11/2010. It was stated further that the 3rd respondent was a director of the 1st defendant and that the directors had not submitted a statement of affairs to the official receiver, which obstructed the liquidation process of the company. The letter is produced as ‘OKD’ in the applicant’s supporting affidavit.
20. Vide a letter dated 26/4/2022, the firm of Prof.Tom Ojenda & Associates wrote to the applicant firm stating that they had been instructed by the third respondent to “take over all matters handled by yourselves on behalf of himself, Sifa insurance Brokers Limited, Bell Estate Agency Limited, Sifa Towers Management Limited and Sifa & Kings Investment Company Limited.” The letter is produced as ‘OK/3’ in the applicant’s supporting affidavit.
21. From the material placed before the court, it is evident that the 3rd respondent directly instructed the applicant in the matters relating to both the 1st and 2nd respondents as listed in the motion. At the time of giving those instructions, the 1st respondent had already been placed in liquidation in 2010 by an order of the court. That fact was never disclosed to the applicant. The natural conclusion, therefore, was that the instructions were issued by Bell Estate Agency Limited and Paul Gogo in their own right, and not on behalf of the 1st respondent.
22. The respondents themselves admitted that the 1st respondent was liquidated in 2010. It followed that when instructions were issued thereafter, the 2nd and 3rd respondents became personally responsible for the consequences.
23. Accordingly, in my view, the conduct of the 2nd and 3rd respondents demonstrated a deliberate attempt to misuse the corporate form of the 1st respondent to avoid their obligations. The court is empowered to disregard the corporate veil where a company is used as a vehicle for fraud or to defeat legal duties.
24. Ringera J (as he then was) stated in Ultimate Laboratories v Tasha Bioservice Ltd, Nairobi HCCC No. 1287 of 2000 that the principle of incorporation may be disregarded where corporate personality is deployed as a mask for fraud or improper conduct. Similarly, in Ukwala Supermarket v Jaideep Shah & another [2022] KEHC 2207 (KLR), the court reaffirmed that the privilege of incorporation is not absolute and that courts will pierce the corporate veil where adherence to the separate entity fiction would sanction injustice.
25. The English position, as captured in Halsbury’s Laws of England, 4th Edition, Vol. 7(1), para. 90, is to the same effect: that the veil will be lifted to prevent fraud or where the character of the company and those controlling it is a relevant feature. In Kolaba Enterprises Ltd v Shamsudin Hussein Varvani & another [2014] eKLR, the court noted that misuse of incorporation to perpetrate fraud obliges courts, in the interests of justice, to identify and hold accountable the persons behind the company. The present case squarely fell within those circumstances.
26. In addition, the decision of the Court of Appeal in Mugenyi & Company Advocates v Attorney General [1999] 2 EA 199 identified several situations where veil-piercing is permissible, including where incorporation is used for an improper purpose or to shield fraud.
27. The facts before me establish that Bell Estate Agency and Paul Gogo intermingled with the affairs of the 1st respondent, traded in its name long after liquidation, and concealed material facts to the detriment of the applicant. This justified the lifting of the veil and fastening liability upon them.
28. The respondents submitted that all legal fees owed to the applicant had been settled; however, no concrete proof of the same was provided. I am of the view that this is an issue that ought to be settled by the deputy registrar during taxation of the applicant’s bill of costs.
29. In the premises, I find, therefore, that it is justifiable to grant the applicant leave to file a bill of costs as against the respondents. Costs of the application are awarded to the Applicant.
30. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
18TH DECEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
.…………..for the Advocate/Applicant
….……………. for the Client/Respondent
2. It was stated that the respondents later terminated the advocate–client relationship in 2022 and instructed Prof. Tom Ojienda & Associates to take over the matters. When the applicant presented its bills of costs, the respondents declined to pay, contending that Sifa Insurance Brokers Limited had been liquidated in 2010 and therefore had no capacity. The applicant argued that despite the liquidation, the 1st respondent continued trading, its status appeared active on the BRS portal, and all instructions were issued and fees paid through Paul Debacko Gogo, who was a director of both the 1st and 2nd respondents.
3. The applicant contended that the respondents had engaged in fraudulent tactics to evade payment, including alleging that the 1st respondent was “deceased,” denying commercial ties between the 1st and 2nd respondents, and claiming that all fees had been settled. The Deputy Official Receiver confirmed that the directors of the 1st respondent had failed to submit statements of affairs, obstructing liquidation.
4. The applicant maintained that the respondents had intermingled, were jointly liable, and should settle the legal fees. It urged the court to grant leave as sought and award costs of the application.
5. The 1st, 2nd and 3rd respondents opposed the applicant’s motion of 3/11/2024. The 3rd respondent, a former director of the 1st and 2nd respondents, swore that he was duly authorised to respond. He averred that the applicant sought leave to file an advocate–client bill of costs in respect of various concluded matters despite legal fees having been settled in full.
6. He cited several instances where the applicant had already been paid or had filed other bills of costs which were pending or determined, terming the present application an abuse of process. He argued that certain cases had been consolidated, hence separate billing was improper, while others had been taxed, struck out or withdrawn. He further noted that some matters were still before the court of appeal and the applicant had failed to provide case details despite requests.
7. The 3rd respondent stressed that the 1st respondent was under liquidation and proceedings could only be maintained with leave of court and service on the official receiver, which the applicant had ignored. He maintained that the 1st and 2nd respondents were distinct legal entities, and no justification had been shown to lift the corporate veil or hold him personally liable.
8. He contended that allegations of business dealings by the 1st respondent during liquidation were unfounded and only the official receiver was empowered to act. He accused the applicant of seeking to circumvent insolvency law provisions to unfairly pursue the directors and the 2nd respondent. He stated that no fraudulent conduct had been shown, and that disclosure of privileged advocate–client communications by the applicant contravened the Evidence Act.
9. He added that cross-company financial arrangements between the 1st and 2nd respondents were legitimate commercial practice and did not constitute fraud. He concluded that the application was frivolous, vexatious, brought in bad faith, and ought to be dismissed with costs.
10. The applicant’s advocate, Owino Kojo, swore a supplementary affidavit in further support of the notice of motion dated 3/11/2024 and in reply to the respondents’ affidavits of 9/12/2024. He stated that the respondents continued to employ fraudulent tactics in the matter, citing irregular representation by Wandeto & Wachira Advocates who filed contradictory affidavits on behalf of the respondents, including the 1st respondent, alleged to be “deceased”, without proof of instructions. He noted that both affidavits were sworn by the 3rd respondent, who admitted acting only for the 2nd respondent, thus leaving the application unopposed by the 1st respondent.
11. He averred that the applicant rendered legal services and incurred costs on behalf of the respondents, which remain unpaid, giving examples of court fees settled in various suits. He maintained that advocates are entitled to payment for services rendered and that the respondents’ claim that all legal fees had been settled was unsubstantiated. He pointed out inconsistencies and what he termed as falsehoods in the respondents’ affidavits, including misrepresentation of case numbers, matters, and invoices.
12. He emphasized that the respondents’ own admissions confirmed that the applicant acted for them in the matters listed in the application, and the court should therefore allow it. He further asserted that the respondents intermingled and continued trading in the name of the 1st respondent after its winding up in 2010, which amounted to fraudulent conduct aimed at evading payment of legal fees. He dismissed the reliance on section 430 of the Insolvency Act as irrelevant, noting that this matter does not amount to execution.
13. He concluded that the respondents’ conduct demonstrated deliberate obstruction of the liquidation process and fraudulent schemes to avoid settling the applicant’s fees.
Analysis and determination
14. The applicant filed written submissions dated 8/5/2025 while the 2nd and 3rd respondents filed submissions dated 21/5/2025.
15. The issue for determination is whether leave should be granted to the applicant to file its advocate-client bills of costs against the respondents.
16. The applicant seeks leave to file its Advocate-Client bills of costs against Sifa Insurance Brokers Limited, Bell Estate Agency Limited, and Paul Debacko Gogo, arising from the following matters:
“ i. Nairobi High Court Commercial Case. No. 439 of 2017, Sifa Towers Management Limited vs Bell Estate Agency Limited, Sifa Insurance Brokers Limited & 3 others.
ii. Nairobi High Court Commercial Case. No. 417 of 2017, Sifa Insurance Brokers Limited vs Benard Chenge & 2 others.
iii. Nairobi High Court Commercial Misc. No. E1071 of 2020, Aming’a, Opiyo, Masese & Co. Advocates vs Sifa Insurance Brokers Limited.
iv. Nairobi High Court Commercial Misc. No. 1083 of 2020, Aming’a, Opiyo, Masese & Co. Advocates vs Sifa Insurance Brokers Limited.
v. Nairobi High Court Commercial Misc. No. 145 of 2016 (OS), Sifa Insurance Brokers Limited vs Kings Developers Limited.
vi. Nairobi High Court Commercial Misc. No. E894 of 2020, Sifa Insurance Brokers Limited vs Maseno University.
vii. Nairobi High Court Commercial Case. No. 460 of 2007, Sifa Insurance Brokers Limited vs Maseno University.
viii. Nairobi COACA No. E200 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited & 3 others.
ix. Nairobi COACA No. E225 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited & 3 others.
x. Nairobi COACAPPL No. E124 of 2021, Bell Estate Agency Limited & Sifa Insurance Brokers Limited vs Sifa Towers Management Limited.”
17. I have looked at the documents filed by the parties in this matter. Through a special resolution dated 4/1/2021, the directors of the 1st respondent, the 3rd respondent being one of them, instructed the applicant firm to represent it in opposing the following suits: MISC.E1071/2020, MISC E1083/2020 and MISC E1084/2020. The resolution is produced as ‘OK/A’ in the applicant’s supporting affidavit.
18. The applicant, as the 1st respondent’s advocate, produced memoranda of appearance that he filed in the aforementioned suits. The memoranda are produced as ‘OK/B’ in the applicant’s supporting affidavit.
19. The applicant further produced a letter from the Business Registration Service dated 16/10/2024, which stated that the official receiver was the liquidator of the 1st respondent company pursuant to a court order made by the High Court on 3/11/2010. It was stated further that the 3rd respondent was a director of the 1st defendant and that the directors had not submitted a statement of affairs to the official receiver, which obstructed the liquidation process of the company. The letter is produced as ‘OKD’ in the applicant’s supporting affidavit.
20. Vide a letter dated 26/4/2022, the firm of Prof.Tom Ojenda & Associates wrote to the applicant firm stating that they had been instructed by the third respondent to “take over all matters handled by yourselves on behalf of himself, Sifa insurance Brokers Limited, Bell Estate Agency Limited, Sifa Towers Management Limited and Sifa & Kings Investment Company Limited.” The letter is produced as ‘OK/3’ in the applicant’s supporting affidavit.
21. From the material placed before the court, it is evident that the 3rd respondent directly instructed the applicant in the matters relating to both the 1st and 2nd respondents as listed in the motion. At the time of giving those instructions, the 1st respondent had already been placed in liquidation in 2010 by an order of the court. That fact was never disclosed to the applicant. The natural conclusion, therefore, was that the instructions were issued by Bell Estate Agency Limited and Paul Gogo in their own right, and not on behalf of the 1st respondent.
22. The respondents themselves admitted that the 1st respondent was liquidated in 2010. It followed that when instructions were issued thereafter, the 2nd and 3rd respondents became personally responsible for the consequences.
23. Accordingly, in my view, the conduct of the 2nd and 3rd respondents demonstrated a deliberate attempt to misuse the corporate form of the 1st respondent to avoid their obligations. The court is empowered to disregard the corporate veil where a company is used as a vehicle for fraud or to defeat legal duties.
24. Ringera J (as he then was) stated in Ultimate Laboratories v Tasha Bioservice Ltd, Nairobi HCCC No. 1287 of 2000 that the principle of incorporation may be disregarded where corporate personality is deployed as a mask for fraud or improper conduct. Similarly, in Ukwala Supermarket v Jaideep Shah & another [2022] KEHC 2207 (KLR), the court reaffirmed that the privilege of incorporation is not absolute and that courts will pierce the corporate veil where adherence to the separate entity fiction would sanction injustice.
25. The English position, as captured in Halsbury’s Laws of England, 4th Edition, Vol. 7(1), para. 90, is to the same effect: that the veil will be lifted to prevent fraud or where the character of the company and those controlling it is a relevant feature. In Kolaba Enterprises Ltd v Shamsudin Hussein Varvani & another [2014] eKLR, the court noted that misuse of incorporation to perpetrate fraud obliges courts, in the interests of justice, to identify and hold accountable the persons behind the company. The present case squarely fell within those circumstances.
26. In addition, the decision of the Court of Appeal in Mugenyi & Company Advocates v Attorney General [1999] 2 EA 199 identified several situations where veil-piercing is permissible, including where incorporation is used for an improper purpose or to shield fraud.
27. The facts before me establish that Bell Estate Agency and Paul Gogo intermingled with the affairs of the 1st respondent, traded in its name long after liquidation, and concealed material facts to the detriment of the applicant. This justified the lifting of the veil and fastening liability upon them.
28. The respondents submitted that all legal fees owed to the applicant had been settled; however, no concrete proof of the same was provided. I am of the view that this is an issue that ought to be settled by the deputy registrar during taxation of the applicant’s bill of costs.
29. In the premises, I find, therefore, that it is justifiable to grant the applicant leave to file a bill of costs as against the respondents. Costs of the application are awarded to the Applicant.
30. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
18TH DECEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
.…………..for the Advocate/Applicant
….……………. for the Client/Respondent