Naivas Limited has denounced a man claiming to be one of the shareholders in the company, having allegedly contributed 20 per cent of the startup capital in the 1990s.
According to Naivas's defence at Milimani High Court, Newton Kagira is a stranger to the company and does not have any legal entitlement to it.
Naivas, through its lawyer Coulson Harney, says Kagira has never been a legal or beneficial owner of any of the company's shares and cannot stop the company from selling its shares or assets.
"There is no substantive reason or evidence for the applicant (Kagira) to seek an injunction order, protecting the company from losing its assets or shares," submits Naivas.
The company adds that the court cannot ascertain any registered legal interest Kagira holds in the company.
Claiming 20 per cent
According to Naivas, on October 31, 2014, the High Court dismissed the Kagira case, in which he was claiming 20 per cent shareholding in Naivas Limited.
Naivas says Kagira's appeal is pending before the Court of Appeal but he unlawfully moved back to the High Court to stop the company's operations.
"The High Court lacks jurisdiction to enforce a Court of Appeal ruling. If there were any violations, the applicant should have gone back to the appellate court," Naivas notes.
The company deposes that it was premature for Kagira to file the application before his appeal is determined.
It adds that the case cannot be filed on the basis of the assumption and anticipation that he will win the appeal.
Further, Naivas avers that Kagira has not attached an underlying suit with the application as required by law, making the application defective.
"He has not disclosed any cause of action against the company, and if the court issues the orders, it will be a vacuum order," Naivas submits.
Moreover, Naivas claims that Kagira has not demonstrated how he will suffer irreparable harm, injury and prejudice if the company is allowed to sell its shares and assets.
Shares and assets
Naivas replied after Kagira moved to court on April 3, 2023, to stop it from selling its shares and assets.
Kagira claimed he was a beneficial owner of Naivas Limited having contributed 20 per cent of its startup capital at its inception in 1990.
He said, by then, Naivas was trading as a Rongai Self-service Store before its growth.
He admitted that the shareholding of the company has been in dispute and resulted in a court dispute.
According to Kagira, on November 25, 2021, the Court of Appeal in Nakuru issued an order directing that the status quo of the shares in dispute be maintained until the appeal is concluded.
However, he said he received credible information that the company, through its directors and shareholders, was in the process of selling its shares, including the disputed one.
"The company has equally been issuing dividends emanating from the shares in dispute," he stated.
He stated that if the sale of shares and distribution of dividends were allowed to proceed, he would suffer as his appeal is pending.
He added that he would potentially lose his initial investment and subsequent dividends derived from the shares in dispute.
