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American woman wins company directorship battle against ex-husband

Rift Valley
 Jacqueline Mack Damon during an interview in Nakuru on March 11, 2022. [Kipsang Joseph, Standard]

The High Court has barred a French tycoon from removing and replacing his American ex-wife Jacqueline Damon as his co-director of Mawe Mbili Company Limited.

Justice Alfred Mabeya barred Jean Francois from selling or transferring property, assets or equipment registered in the name of the company pending hearing and determination of Damon's suit.

"The respondent (Francois) appointment of two directors to the company is also stayed and they are restrained from taking any action on behalf of the company," ruled Mabeya.

The judge restrained the Registrar of Companies from making alterations to the company's records at the company registry until Damon's suit is heard and determined.

He further ordered the registrar to cancel any alterations already made pursuant to the impugned actions.

Francois was condemned to pay the cost of the application that led to the ruling.

The judge ruled that Ms Damon's application for injunction had met the standards for granting the orders above.

He noted that Damon proved that her ex-husband acted in breach of his duties as a director which was against the best interest of the company.

"The applicant (Damon) established a case that Francois appointed the two directors; Jackson Lemayian and Steve Jodaya without convening a general meeting as required.

 Justice Alfred Mabeya restrained the Registrar of Companies from making alterations to the company's records. [File, Standard]

The judge added that even if a meeting was conducted, Damon, who was the co-director, was illegally excluded.

Mabeya said that Damon raised serious issues including alleged illegal withdrawals of the company funds, intention to sell the company's assets and unlawful allotment of shares.

"All these issues raised are serious and adversely affect the company which has become a victim of actions of the war between the two former couple," said Mabeya.

The judge said evidence in record shows the company held several meetings in the absence of Damon who was also not notified.

The court noted that most decisions including appointment of new directors were made in those meetings where Damon was absent.

"An investigation report of January 1, 2007, also revealed several fraudulent actions which cast doubt on the conduct of the respondent. Consequently, the applicant had established a prima facie case with a probability of success."

He ruled that the court had a duty to preserve the status of the company as it was before the alleged illegal acts by Francois.

"The company would suffer irreparable harm if left unpreserved," he ruled.

Damon filed the application on November 22, 2021, to stop her ex-husband from interfering with the company and from effecting changes in shareholding and directorship of Mawe Mbili Limited.

  French tycoon Jean Francois. [File, Standard]

She accused Francois of conducting harmful acts against the company including planning to dispose of all its assets.

She claimed that the issue arose after their divorce and Francois wanted to unlawfully get rid of her from the company, despite being his co-director.

"The respondent removed me as a signatory of the company's banks and illegally withdrew over Sh640,000 from the accounts in 2019," she claimed.

She also accused him of embezzling the company's funds and breaching his duties by neglecting to run the company causing Sh123,669,169 loss.

Jodaya submitted that despite him being a director, the same was merely on paper as all acts and resolutions of the company were done without his consultations and involvement.

"My role was only to append signatures. Since I was a benefactor of Francois who sponsored my education, I was loyal to him," said Jodaya.

Francois opposed the application on October 11, 2021, and he denied the allegations.

He said the appointments of the two directors and other management staff was not fraudulent and the same had been registered at the company registry.

"Any investigation carried out on the company was unauthorized and not initiated by the company," he submitted.

He denied the claim that he intended to sell the company's assets and pointed the finger at his estranged wife.

The response was dismissed.

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