The trust deed, as amended on September 2, 2003, sets out how trustees are to be replaced and how the trust's assets are to be applied.

Milimani Law Courts /File

The High Court has halted a decision by the Registrar of Companies in which the state had reversed the appointment of Caine Kamau Wanjau as a trustee of the Kirima estate.

Justice Tabitha Ouya of the High Court's Judicial Review Division in Nairobi suspending a letter dated February 13, 2026 from the Business Registration Service and the Registrar of Companies.

That letter had purported to reverse the appointment Wanjau as a trustee of the Kirima Trust.

The ruling casts fresh light on the long-running succession battle over the wealth of the late Gerishon Kamau Kirima, a prominent businessman and former Assistant Minister whose estate has been the subject of protracted litigation.

It allocates 20 per cent to the Kirima Education Trust and 80 per cent to the investment, development and maintenance of trust properties.

The Kirima Trust holds nine properties registered in the name of its trustees: Mugumo, Kirima Market, Highridge (Amani Plaza), Tuthu, 4th Parklands Avenue, Gymkhana, a second Kirima Market plot, Dagoretti/Riruta and Kibera Market. Amani House is also owned by the trust.

In the succession proceedings, which concluded with a judgment delivered on February 21, 2025, the court held that the assets belong to the trust as a separate legal entity and are therefore unavailable for distribution in Kirima's personal estate.

Following the death of trustee Samuel Kirima, the trustees and beneficiaries moved to fill the vacancy.

"The applicant asserts that on 9th March 2025, the trustees and beneficiaries of the Kirima Trust unanimously resolved to appoint one Caine Kamau Wanjau as a trustee to replace the deceased trustee, Samuel Kirima,"the petitioner held.

Following an official application submitted by Ann Wangari Kirima Muchoki, the respondents duly processed and issued a formal Certificate of Change of Trustees on 10th April 2025 without objection.

The trust relied on clause 5(l) of the deed, which requires the remaining trustees to unanimously appoint a replacement relative by blood.

It also relied on section 6(1) of the Trustees (Perpetual Succession) Act, which provides that trustee vacancies be filled in accordance with the settlor's constitution.

Ten months after issuing the certificate, however, the registrars issued the letter of February 13, 2026 reversing the appointment.

The trust says this was done without furnishing particulars of any complaint or allowing a hearing.

The applicant also contends that the complaint acted upon originated from a law firm whose partner sits on the first respondent's board, creating a reasonable apprehension of bias.

It further argues that the reversal rested on unsubstantiated assertions that trustee James Njuguna Kirima was senile, unsupported by medical evidence or a court order.

The trust asked the court to quash the reversal of Wanjau's appointment as recorded in the Certificate of Change of Trustees (TPSCR – DJT7NP).

It also wanted an order stopping the registrars from giving effect to that reversal. Finally, it sought an order compelling the registrars to respect the settlor's wishes as set out in the Amended Trust Deed dated September 2, 2003.

The trust further asked that leave operate as a stay and that Wanjau's position be preserved pending the outcome.

The respondents offered no formal opposition. The court therefore proceeded on the applicant's pleadings and submissions alone, a point that leaves the state's account of the revocation untested at this stage.

The court granted the trust leave to file a substantive judicial review application.

It also directed that the leave operate as a stay, preserving the position under the Certificate of Change of Trustees until the case is heard in full.

Justice Ouya found the state's actions unlawful, procedurally improper and irrational.

"This court finds that the respondent lacked any statutory authority to review or revoke a duly registered appointment 10 months after issuing the Certificate of Change," the judge ruled.

"The impugned decision was further tainted by procedural impropriety, having been made without prior notice to the applicant, without disclosure of the particulars of the complaints lodged against him, and without affording him an opportunity to be heard. Such conduct constitutes a clear violation of the cardinal rules of natural justice."

She added that revoking the appointment on the basis of unsubstantiated allegations of senility was manifestly unreasonable and irrational.

She also held that the applicant had met the threshold of disclosing a serious, arguable case fit for full interrogation on the merits.

Granting permission for full judicial review and issuing interim orders, the court directed the ex parte applicant to file a substantive Notice of Motion for Judicial Review.

"The leave so granted shall operate as a stay of the implementation, enforcement and effect of the respondents' decision communicated through the letter dated February 13, 2026, which purported to revoke the appointment of Caine Kamau Wanjau as a Trustee."

The judge noted that the revocation was an active, ongoing administrative act that continuously alters the public register and affects all official transactions of the trust.

She said denying a stay would force it to operate with an improperly constituted board, creating administrative instability and prejudicing third-party dealings.