The Court of Appeal has dismissed an appeal by Former Tetu MP Ndungu Gethenji seeking control of the multi-billion Estate at Kitsuru area.
Judges Roselyn Nambuye, Wanjiru Karanja and Hannah Okwenu ruled that they did not find any reason to allow his application and therefore dismissed it.
“It is stale that in law, a court should guard jealously against issuing orders in vain, granting reliefs sought by the applicant, “added the panel.
Gethenji had moved to the court of appeal seeking orders stopping the implementation of the orders issued by the high court judge David Majanja on November 5, 2020 where his suit was again dismissed where he was claiming to have 60 B shares in the Kihingo management company.
The appellate court dismissed his request to suspend the implementation of the high court judgement that declared he had no powers to take over management of a company known as Kihingo Village (Waridi Gardens) management one limited which manages the estate.
Court ruled that the former MP has no powers to appoint a director without the authority of the shareholders and the homeowners.
On November 6, 2020 High Court judge Majanja had dismissed an application by Kihingo Village (Waridi Gardens) Management One Ltd seeking to block shareholder resolutions from electing new directors and removing Ndungu as chairman at a meeting held at Capital Club on April 13, 2019.
The long-running dispute has seen frequent scuffles inside the 42-acre estate and arrests and counter-arrests of the warring parties.
The Kihingo estate was originally developed from 2007 by Kihingo Village (Waridi Gardens) Limited. The equal shareholders in that company were Ndungu, Gitahi Gethenji, Bob Gethenji and their late mother Hilda.
Another company called Kihingo Village (Waridi Gardens) Management Ltd (KVWGM) was set up to run the estate. Initially, each of the 55 houses in the estate were to have one share each.
Management one was set up in 2010 after the sale of the Kihingo Village houses in 2009. Ndungu and his brother Gitahi had one share in Management One which is still the case today.
Management one purported to hold 60 B shares in KVWGM and thereby to control the affairs of the estate in perpetuity as the B shares would outvote the ordinary shares held by the 55 houses. The CR12 for KVWGM still only shows 55 ordinary shares and has never recognized the 60 B shares claimed by Ndungu.
Majanja’s ruling meant that the resolutions of the April 2019 meeting of the Kihingo residents can now be executed.
Those resolutions include deleting references to the B shares in the KVWGM memarts; requiring all directors to be house owners; removing Ndungu, Cecil Miller, Eric Giovani and Chacha Mabanga from the KVWGM board and their replacement by Harji Varsani, Samuel Wambu, Mohan Panesar and William Pike; and the replacement of Scribe Services and Woodvale Associates as the company secretary and auditors.
Management one has two shareholders, Ndungu and his brother Gitahi Gethenji who both hold one share each.