High Court dismisses petition challenging election of KTDA directors

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The High Court in Nairobi has today dismissed a petitionchallenging the elections of bothKTDA Tea Factories’ and KTDA Holdings directors; saying that it lacked merit.

High Court dismisses petition challenging election of  KTDA directors 1

The petition, which had been filed by three farmers, Mr Joseph Mwangi Mbote, Mr Peterson Maina Gathua and Mr Samson Mwangi Wairugu, contested the 2019 elections of Tea Factory Companies directors; challenged the rules under which the elections were conducted and questioned the mandate of the KTDA Holdings’ Company Secretary as the chief electoral officer.

The petition, which had been filed under a certificate of urgency and presented as a constitutional petition, had named KTDA Holdings Limited and KTDA Management Services Limited as respondents in the case.

In its submission through lawyer Ben Milimo, KTDA argued that the three petitioners had moved to court before going for arbitration or through the established dispute resolution mechanism that have been put in place.

Lawyer Milimo had also stated that KTDA was a limited liability company incorporated under the company’s Act CAP 486 of the laws of Kenya making its governance fall under the company’s Act 2015 and its Articles of Memorandum of Association.

He had also argued that the petitioners were neither shareholders nor members of KTDA and had therefore lacked the right to lodge a petition or seek orders in the notice of motion before the court.

In his ruling, Justice Weldon Korir ruled that the petition was not merited in the first instance for the reason that it did not pose a constitutional question; adding that even if it did, the issues that had been raised by the petitioners were invalid to the extent that the Company Secretary had powers to both set the election rules as well as appoint election officials.

The Court held that the rules were not only valid but continued to be valid for purposes of the election of the Tea Factory Companies as well as the KTDA Holdings Limited.

In his ruling, Justice Korir also noted that some of the directors who had presented the petition had, by virtue of having served their three-year tenure in office, they were no longer directors of their respective tea factories

Speaking after the judgment, lawyer Ben Milimo said:

“The court has held that the petition is to be dismissed; and indeed, it has been dismissed. It also mentioned that the issues that were raised in court are matter that ought to be handled internally by the respective Tea Factory Companies because each of the factories have their internal dispute resolution mechanisms.”

He added:

“The Court has said, go back, if you have any complain, go to the Annual General Meeting of the respective Tea Factory Companies where anybody who feels aggrieved by a decision of the factory can raise that complaint before the tea farmers and shareholders of the company who can then provide a resolution to that dispute.”

With today’s ruling, directors who had been temporarily barred, by the court, from assuming office pending the hearing and ruling of the petition, are now allowed to take up their roles and execute their mandate as office-bearers.

“The net effect of this decision is that all those directors who had been elected in the elections of October to November 2019 now, therefore, should proceed and assume office as soon as possible in compliance with the regulations that govern such assumption of office. Remember they had been stopped from assuming office because of a court order. The dismissal of the petition has, therefore, removed that hindrance and they are free to occupy their respective offices in the tea factories as well as in the holding company,” said lawyer Milimo. 

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