Heirs of a garage company started by friends 43 years are embroiled in a court battle over millions left in the firm’s bank accounts.
In the case before the commercial court, the court heard that James Kimata, Joseph Nyamu, Muriithi Wagura, David Kirime, Lucy Muthoni, Josephat Mbiria and Eustace Kangerwe started New Embu Uhuru Limited in 1980.
Maybe, their vision was to make a living for their families and keep their friendship through their heirs.
However, after they exited scene through death, the glue that held the families together melted and turned into a full-blown war on the wealth they created during their lifetime.
It turns out that Robert Njoka has sued Margaret Mbogo, Arthur Munene, Alvin Ndwiga, Kimata, Nyamu, Wagura, Kirime, Muthoni and Kangwere’s estates, Alvin Ndwiga, Ebrahim Ndiritu and Joseph Njagi.
He has also sued Benjamin Wanjohi, Asnath Wanjira, John Murangi, the garage, registrar of companies and National Bank of Kenya claiming that money had been withdrawn without the court’s authority.
In 2020, Margaret and Nyamu had sued the registrar of companies seeking to have the registrar of companies register them and all other heirs as directors of the company.
However, Justice David Majanja in 2021 ruled that changes could only be effected if they all completed the succession process.
"The parties must complete administration of the estate of the deceased shareholders in order to exercise the rights of the shareholders,” he ruled.
In his case, Njoka argues that no one is supposed to call for any meetings or transact on behalf of New Embu Uhuru Limited as the succession cases have not been completed to date.
He claims that the registrar reversed the changes in the company register adding that they have never met after.
“The 20th respondent (registrar of companies) vide the letter dated May 27, 2020, expunged the list of the changes made to the company structure and directed that no meeting should be held before transmission of shares,” he argues in a fresh application filed before the commercial court.
Njoka is Mbiria’s heir. He wants the court to block all other shareholders' heirs from withdrawing money from four bank accounts held in NBK.
Further, he wants the lender to suspend all the changes in the accounts until the case he has filed is heard and determined.
"The applicant do seek a temporary injunction freezing monies held by the 19th respondent’s (NBK) accounts belonging to the 18th respondent (New Embu) pending the hearing and determination of this application,” he claims adding that his late father’s interests in the company will be eroded if the court does not intervene.
He adds: “The company affairs of the 18th respondent are being run in a manner that is oppressive, illegal and prejudicial to the interests of its members including the estate of the late John Njoka Mbiria.”
According to him, no one will suffer if the court orders that the accounts be frozen until the dispute is resolved.
Margaret had initially moved to court seeking to compel the registrar of companies to appoint Margaret Rachel Mbogo, John Murangi Muchiri, Asnath Wanjira Charles Kimata Karari, George Ndwiga Kariuki, Walter Nyamu Kariuki, Benjamin Wanjohi Karemere, Nicasio Muriithi Njoka, Joseph Njagi Kagau, Arthur Munene Mbogo and Ebrahim Ndiritu Muriithi.
She made an application as the administrator of Mbogo’s estate.
However, Njoka filed an application seeking to be joined in the case as an interested party arguing that there was a dispute in the succession case which remained unresolved.
Justice Francis Tuiyott (now a Court of Appeal judge) agreed with him.
“From the decision of Ong’undi it is clear that the question of who should administer the estate of the deceased is unresolved,” ruled Justice Tuiyott.
“And while that issue is for the succession court and not this court, a party that brings to this court’s attention that the person seeking to step into the shoes of the deceased estate in the company seeks to do so on questioned capacity would have legitimate cause to join in this matter.”
“This is because the court can only make the orders sought if satisfied that the applicants are duly authorized in the succession cause to step into the shoes of the deceased as shareholders and directors.”