Background and Introduction
1. This ruling determines the Notice of Preliminary Objection dated 17th February 2026. The objection arises from an application dated 23rd October 2025, in which the Applicant, (Sea Breezes Tours and Travel), sought orders for summons to compel the directors and shareholders of the 2nd Respondent/Judgment Debtor to attend court and be examined on the 2nd Respondent's ability to satisfy the decretal sum arising from Civil Suit No. MCCC/6881 of 2018. The Applicant further sought an order lifting the corporate veil of the 2nd Respondent so as to hold its directors and shareholders personally liable for the decretal amount.
2. Directions were issued for the parties to file and exchange skeleton submissions on the preliminary objection. As at the time of writing this ruling, only the Respondent had complied by filing submissions. The Applicant's failure to file submissions, whatever the reason, does not relieve the Court of its duty to interrogate the merit of the objection and to render a determination on the issues raised.
Analysis and Determination
3. The respondent objects to the application on the ground that it improperly invokes this Court's jurisdiction in contravention of Section 30 of the Civil Procedure Act, which provides that a decree may only be enforced by the court that issued it or by the court to which it has been transmitted for execution. It is contended that the application effectively invites this Court to usurp the role of the trial court, which alone has jurisdiction to oversee the execution and enforcement of its own decree. The Respondent further contends that the application is in any case incompetent and incurably defective for want of anchorage in any substantive suit, rendering it fatally flawed in both form and substance.
4. For the avoidance of doubt, section 30 of the Civil Procedure Act provides that:
“A decree may be executed either by the court which passed it or by the court to which it is sent for execution.”
5. This provision, however, cannot be read in isolation. It must be considered alongside the provisions of the Companies Act, given that the application dated 23rd October 2025 was brought under sections 148, 194, 787, 996 and 1002 of the Companies Act. Doing so is essential to determining whether the application is, as contended, fatally defective.
6. To begin with, jurisdiction under the Companies Act is, unless otherwise specified, vested in the High Court. This is the clear import of section 3 of the Act, which defines ‘the Court’ to mean, unless some other court is specified, the High Court. It is also settled that a company, upon incorporation, acquires a distinct corporate personality capable of suing and being sued in its own name, a principle long established in Salomon V A Salomon & Co Ltd, [1896] UKHL 1; [1897] AC 22 and codified in section 19 of the Companies Act. This is to be read alongside Order 22 Rule 35 of the Civil Procedure Rules, which makes provision for execution against a corporate judgment debtor.
7. Considering the effect of corporate personality on a company, the process contemplated under the Civil Procedure Act and the Companies Act for lifting that personality so as to render a director or shareholder personally liable for the debts of the corporate entity is a sui generis procedure, one whose conduct cannot disregard the dictates of the Companies Act. It follows that, although the present application is brought post-judgment, it falls within an exception to the general rule under section 30 of the Civil Procedure Act and is correctly brought before this Court rather than before the court that passed the decree, by dint of the jurisdiction conferred under the Companies Act to the High Court.
8. This court had occasion to determine a similar issue in Fotress Engineering Limited V Jinsing Enterprises Company Ltd, Misc. Appln No. E790 of 2024 where the Court held that:
“In cases where the judgment debtor is a company, the Court must equally determine whether the corporate veil should be pierced to reach the individuals behind the entity. This is a substantive legal inquiry requiring judicial scrutiny and cannot be presumed under procedural rules. Since the Civil Procedure Rules do not expressly provide for veil-lifting, such relief must be sought through a separate application, which is appropriately brought as a miscellaneous application.”
9. It was further stated that:
“Jurisprudence is settled on the fact that miscellaneous applications serve to address procedural or ancillary matters that do not necessitate the full rigour of a suit. (See for instance, Rockland Kenya Ltd V Commissioner General of KRA & Another, (2020) eKLR and Whitmore Investment Limited V County Government of Kirinyaga & 3 Others, (2016) eKLR).”
10. There is no denying that the present application was brought by way of a miscellaneous application for the sole purpose of examining the directors and shareholders of a company. This therefore begs the question: where a party seeks to execute a decree in an already concluded matter, is there any need for the execution application to be anchored in a substantive suit? I do not think so. To hold otherwise would be to misapprehend the very purpose of such an application.
11. Likewise, in the absence of any express provision under the Companies Act extending jurisdiction to any other court for purposes of stripping a company of its corporate personality, that being the route the decree-holder has elected to pursue in aid of execution, it follows that the High Court, and by extension this Court, has jurisdiction to entertain the application for lifting of the corporate veil. This outcome is, in any event, anticipated by the Civil Procedure Act itself, section 30 of which recognizes the transmission of proceedings to another court for purposes of execution.
Disposition
12. Accordingly, the preliminary objection is hereby dismissed. I make no orders as to costs considering that the Respondent did not file any submissions in opposition to the same.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 18TH DAY OF SEPTEMBER 2026.
F. MUGAMBI
JUDGE
Delivered in presence of:
Ms Gitonga for Mungai for DH/applicant
Korir for Kiplagat for 2nd respondent
Court Assistant: Lillian
1. This ruling determines the Notice of Preliminary Objection dated 17th February 2026. The objection arises from an application dated 23rd October 2025, in which the Applicant, (Sea Breezes Tours and Travel), sought orders for summons to compel the directors and shareholders of the 2nd Respondent/Judgment Debtor to attend court and be examined on the 2nd Respondent's ability to satisfy the decretal sum arising from Civil Suit No. MCCC/6881 of 2018. The Applicant further sought an order lifting the corporate veil of the 2nd Respondent so as to hold its directors and shareholders personally liable for the decretal amount.
2. Directions were issued for the parties to file and exchange skeleton submissions on the preliminary objection. As at the time of writing this ruling, only the Respondent had complied by filing submissions. The Applicant's failure to file submissions, whatever the reason, does not relieve the Court of its duty to interrogate the merit of the objection and to render a determination on the issues raised.
Analysis and Determination
3. The respondent objects to the application on the ground that it improperly invokes this Court's jurisdiction in contravention of Section 30 of the Civil Procedure Act, which provides that a decree may only be enforced by the court that issued it or by the court to which it has been transmitted for execution. It is contended that the application effectively invites this Court to usurp the role of the trial court, which alone has jurisdiction to oversee the execution and enforcement of its own decree. The Respondent further contends that the application is in any case incompetent and incurably defective for want of anchorage in any substantive suit, rendering it fatally flawed in both form and substance.
4. For the avoidance of doubt, section 30 of the Civil Procedure Act provides that:
“A decree may be executed either by the court which passed it or by the court to which it is sent for execution.”
5. This provision, however, cannot be read in isolation. It must be considered alongside the provisions of the Companies Act, given that the application dated 23rd October 2025 was brought under sections 148, 194, 787, 996 and 1002 of the Companies Act. Doing so is essential to determining whether the application is, as contended, fatally defective.
6. To begin with, jurisdiction under the Companies Act is, unless otherwise specified, vested in the High Court. This is the clear import of section 3 of the Act, which defines ‘the Court’ to mean, unless some other court is specified, the High Court. It is also settled that a company, upon incorporation, acquires a distinct corporate personality capable of suing and being sued in its own name, a principle long established in Salomon V A Salomon & Co Ltd, [1896] UKHL 1; [1897] AC 22 and codified in section 19 of the Companies Act. This is to be read alongside Order 22 Rule 35 of the Civil Procedure Rules, which makes provision for execution against a corporate judgment debtor.
7. Considering the effect of corporate personality on a company, the process contemplated under the Civil Procedure Act and the Companies Act for lifting that personality so as to render a director or shareholder personally liable for the debts of the corporate entity is a sui generis procedure, one whose conduct cannot disregard the dictates of the Companies Act. It follows that, although the present application is brought post-judgment, it falls within an exception to the general rule under section 30 of the Civil Procedure Act and is correctly brought before this Court rather than before the court that passed the decree, by dint of the jurisdiction conferred under the Companies Act to the High Court.
8. This court had occasion to determine a similar issue in Fotress Engineering Limited V Jinsing Enterprises Company Ltd, Misc. Appln No. E790 of 2024 where the Court held that:
“In cases where the judgment debtor is a company, the Court must equally determine whether the corporate veil should be pierced to reach the individuals behind the entity. This is a substantive legal inquiry requiring judicial scrutiny and cannot be presumed under procedural rules. Since the Civil Procedure Rules do not expressly provide for veil-lifting, such relief must be sought through a separate application, which is appropriately brought as a miscellaneous application.”
9. It was further stated that:
“Jurisprudence is settled on the fact that miscellaneous applications serve to address procedural or ancillary matters that do not necessitate the full rigour of a suit. (See for instance, Rockland Kenya Ltd V Commissioner General of KRA & Another, (2020) eKLR and Whitmore Investment Limited V County Government of Kirinyaga & 3 Others, (2016) eKLR).”
10. There is no denying that the present application was brought by way of a miscellaneous application for the sole purpose of examining the directors and shareholders of a company. This therefore begs the question: where a party seeks to execute a decree in an already concluded matter, is there any need for the execution application to be anchored in a substantive suit? I do not think so. To hold otherwise would be to misapprehend the very purpose of such an application.
11. Likewise, in the absence of any express provision under the Companies Act extending jurisdiction to any other court for purposes of stripping a company of its corporate personality, that being the route the decree-holder has elected to pursue in aid of execution, it follows that the High Court, and by extension this Court, has jurisdiction to entertain the application for lifting of the corporate veil. This outcome is, in any event, anticipated by the Civil Procedure Act itself, section 30 of which recognizes the transmission of proceedings to another court for purposes of execution.
Disposition
12. Accordingly, the preliminary objection is hereby dismissed. I make no orders as to costs considering that the Respondent did not file any submissions in opposition to the same.
DATED, SIGNED AND DELIVERED IN NAIROBI
THIS 18TH DAY OF SEPTEMBER 2026.
F. MUGAMBI
JUDGE
Delivered in presence of:
Ms Gitonga for Mungai for DH/applicant
Korir for Kiplagat for 2nd respondent
Court Assistant: Lillian