The proposed interested parties said they were newly elected directors, shareholders and occupiers representing more than 246 people and families. Their argument for joining the appeal also attacked the authority of those who had brought the company's original suit. Their own company-registry exhibit complicated that argument.
Lalji & 3 others v Simba Hills Farm Limited & 7 others; Chelugui & 5 others (Applicant) [2023] KECA 1480 (KLR) is reported as a Court of Appeal ruling of 8 December 2023, Civil Appeal (Application) 70 of 2020.
The court dismissed the joinder motion without an order for costs. It did not decide the substantive land appeal.
The company had already litigated the land dispute
The underlying proceedings concerned a land-buying company and a farm in Moiben, Eldoret North, as identified in the earlier ruling. That land location supports the Uasin Gishu classification; the court station alone would not. The applicants described the company as having been formed to purchase the land from the appellant.
They said the people who had instituted the ELC suit were neither directors nor shareholders and that a later extraordinary meeting had elected the applicants as the lawful directors.
They also asserted personal interests as shareholders living on the land. These were their grounds for seeking participation, not an appellate declaration that they had acquired individual titles.
The opposing positions included a challenge to their account of the original company's representation.
Their own exhibit undermined a central assertion
The Court of Appeal examined the applicants' company-registry document. It found that the people accused of lacking shareholder status appeared in that material as shareholders. The first respondent's submission in paragraph 8 referred to directors, but the court's specific finding in paragraph 13 concerned shareholders. Those descriptions should not be merged into a verified directorship finding.
The court also held that becoming directors after the suit began did not, without more, establish a basis for joining the appeal.
Paragraph 13 did not determine every question of corporate governance. It addressed the actual argument offered to support joinder and the evidence the applicants themselves had placed before the court.
This is an important distinction for a land-buying company: an internal change of office is not automatically a new procedural entitlement in every existing case.
Participation required a demonstrated contribution to the appeal
The court considered the proposed parties' identifiable interest, potential prejudice from exclusion and the relevance of what they intended to add.
It was not enough to refer to a large number of shareholders and occupiers. The applicants needed to show how their participation would assist resolution without unnecessarily altering or complicating the appeal.
There was also a difficulty in their position: if the original suit truly had no valid foundation, that would undermine the very proceedings they sought to join. The court discussed that consequence without striking out the substantive appeal in this ruling.
Paragraphs 15-16 conclude that joinder had not been justified and dismiss the motion in its entirety, with no costs order.
Earlier preservation was a different decision
The retained Lalji v Simba Hills Farm Limited & 5 others [2020] KECA 110 (KLR) was delivered on 4 December 2020.
That earlier ruling allowed preservation of the land and the status quo ante pending appeal. It directed that the appeal be fast-tracked, with costs to abide its outcome.
The court considered arguable issues including whether the entire farm should have been transferred and the treatment of the appellant's counterclaim. It did not finally decide those issues through the preservation order.
The 2023 joinder refusal therefore cannot be reported as either a new ownership award or proof that the earlier preservation order had been discharged.
Questions for shareholders and company officers
- What company records support the authority claimed by each representative?
- Is the proposed participant's interest personal, corporate or both?
- What issue would that participant add beyond the existing parties' arguments?
- Which order actually governs preservation, and which merely concerns participation?
A Kenyan advocate should review the company documents and court record together. Evidence of occupation and a director's appointment may be important, but neither automatically answers who should be added to an appeal.
Screening does not establish representation or ownership
ArdhiScore screening can organise available source-linked records, dates and questions for official or professional enquiry. It cannot validate corporate elections, secure joinder, certify title or boundaries, or guarantee that every relevant record is available. It does not replace an official search or Kenyan legal advice.
Explore ArdhiScore screening and its limits.
Independent AI review on 11 September 2026 read retained original web_fetch outputs from the postwriting cache index, distinct from the writer's selected-cache index. No network request or new history search occurred.
Source hold: the 2023 formal judicial header, panel, body date and signed closing are absent; the raw page title is not their substitute. Paragraph 2 dates the affidavit 2 February 2013 against a motion dated 2 January 2023. The 2020 ruling was read completely, including signatures. No current merits outcome is established. Access/reuse, privacy/legal and publication approval remain separate.
Read the joinder ruling, paragraphs 1-16; and the earlier preservation ruling, the unnumbered final preservation, priority-hearing and costs passages.