Automated Summary
Key Facts
The case involves the administration of the estate of Kevin John Ombajo, with Tracy Kamene (applicant) seeking to transfer shares held by the deceased in True Blaq Limited. The applicant, as co-executor, argues that the court ordered the distribution of shares in 2021, but the company (interested party) refuses registration citing an outstanding liability of Kshs. 26,274,694.00 allegedly owed by the estate. The court dismissed the application, ruling that probate courts lack jurisdiction to resolve company-related disputes over share transfers and liabilities, which must be addressed under the Companies Act framework.
Deceased Name
Kevin John Ombajo
Issues
- Whether the probate court has jurisdiction to compel the transfer of shares held by the deceased in a limited liability company and to address outstanding liabilities between the estate and the company, which are governed by the Companies Act rather than the Law of Succession Act.
- Whether the Interested Party's requirement to settle alleged liabilities before registering share transfers is valid under the Companies Act and the company's Articles of Association, and whether this requirement can be enforced by the probate court.
Holdings
The court dismissed the application for want of jurisdiction, determining that disputes regarding the deceased's shares and liabilities with the interested party fall under the Companies Act and must be resolved in a competent court, not a probate court.
Remedies
The court dismissed the application due to lack of jurisdiction, ruling that disputes regarding shareholding and company liabilities fall outside the purview of the probate court and must be resolved under the legal framework provided by the Companies Act.
Will Type
Other
Probate Status
Probate granted on 7th July 2021, directing estate distribution according to the deceased's will.
Legal Principles
The court held that the probate court's jurisdiction over the share transfer dispute was res judicata, as the matter had already been addressed in prior proceedings. It emphasized that claims involving third parties and company-specific issues fall outside the Law of Succession Act and must be resolved under the Companies Act framework, not through probate courts.
Succession Regime
Testate succession under the Law of Succession Act in Kenya
Precedent Name
- Rosemary B.Koinange & 5 others v Isabella Wanjiku Karanja & 2 others
- James Muhu Kangari vs Muhu Holdings Ltd & Serah Mweru Muhu
- In Re Estate Of Alice Mumbua Mutua (deceased)
- Re Estate of Boniface Mutinda Kabaka (Deceased)
- Patrick Kibathi Kigwe & 2 others v Charles Kigwe Gathecha
- Pacific Frontier Seas Limited -vs- Kyengo & Another
- Samuel Kamau Macharia & Another -vs- Kenya Commercial Bank Limited & 2 Others
- Owners Of The Motor Vessel 'Lillian S' -vs- Caltex Oil (Kenya) Ltd
Executor Name
- Jacqueline Vivian Akinyi
- Tracy Kamene
Cited Statute
- Law of Succession Act
- Companies Act 2015
- Probate and Administration Rules
- Civil Procedure Act (Cap. 21)
Executor Appointment
- Appointed by the court as co-executor in the estate of Kevin John Ombajo
- Appointed by the court as co-executrix in the estate of Kevin John Ombajo
Judge Name
PM NYAUNDI
Passage Text
- A Court's jurisdiction flows from either the Constitution or legislation or both. Thus, a Court of law can only exercise jurisdiction as conferred by the Constitution or other written law. It cannot arrogate to itself jurisdiction exceeding that which is conferred upon it by law.
- the application dated 15th May 2024 and is dismissed for want of jurisdiction with no order as to costs.
- claims by and against third parties, meaning persons who are neither survivors of the deceased nor beneficiaries, are for resolution outside of the framework set out in the Law of Succession Act and the Probate and Administration Rules.
Beneficiary Classes
- Spouse / Civil Partner
- Other