Chinese businessmen in court battle for control of multibillion-shilling firm

Prof Guo Dong (right) of Catham Properties Ltd and Lands Cabinet Secretary Charity Ngilu (centre) at a groundbreaking ceremony for 200 housing units on Muringa Road in Nairobi. FILE PHOTO | NATION MEDIA GROUP

What you need to know:

  • Mr Dong moved to court under a certificate of urgency, battling a takeover bid in a company where he claimed to have been a major shareholder.
  • He is seeking orders to have the Registrar of Companies rectify the company register of Catham Properties Limited by deleting Mutli-Win Trading (EA) Company Limited and Pang Zhang as directors or shareholders of the company.
  • In his preliminary objection, Mr Wenjie is opposing the application on the grounds that the court lacks jurisdiction to grant the orders being sought.

Two Chinese businessmen who co-owned a trading and real estate company are now battling over ownership of the business after one of them was allegedly edged out of the company.

Guo Dong and Li Wenjie have taken their war to court in a bruising legal battle, each fighting to take control of the multibillion-shilling company.

The case is before High Court Commercial Division Judge Francis Gikonyo.

Mr Dong moved to court under a certificate of urgency, battling a takeover bid in a company where he claimed to have been a major shareholder.

He claims Mr Wenjie had his name removed from the company register.

He claims in court documents to have co-founded Catham Property Limited with Mr Wenjie.

He said he was shocked on May 25 when he learnt through a newspaper paid-up advert that he was no longer authorised to transact any business for the company.

In his supporting affidavit, filed in the Commercial and Admiralty Division of the High Court, Mr Dong said he traded jointly with Mr Wenjie and was the Catham Property's director, holding 850 shares while his colleague held 150 shares.

Mr Dong is seeking orders to have the Registrar of Companies rectify the company register of Catham Properties Limited by deleting Multi-Win Trading (EA) Company Limited and Pang Zhang as directors or shareholders of the company.

He wants the register to reflect the shareholding and directorship of Catham, where Guo Dong has 850 shares and Li Wenjie 150 shares and the two to remain as directors controlling 1000 shares.

REMOVE NAMES

Mr Dong, through his lawyer, Nicholas Abidha, also wants the court to direct the registrar to remove the names Ongalo Tobias Muga (T/A Ongalo & Company Advocates) and Christine Anyango Muga as advocates and secretary of the company, respectively.

“The alleged changes were riddled with illegalities, fraud, and malice and have now formed the basis of (a) witch-hunt and smear campaign against the applicant.

“In the interest of justice, the application be heard urgently as Ongalo Tobias Muga and Christine Anyango Muga continue to act in a prejudicial manner due the illegal changes,” he told the court.

But in his preliminary objection, Mr Wenjie is opposing the application on the grounds that the court lacks jurisdiction to grant the orders being sought.

“In company law, it is only the company itself which can complain about any injury done to it and not a stranger or a shareholder.

“The Registrar of Companies has no powers in the maintenance of the register of Catham Properties Limited,” he argued.

He told the court, through his lawyer, Gibson Kamau Kuria, that the applicant's requests presume that an injury has been done to the company, Catham Limited.

“Even if the applicant was a shareholder, which he is not, he would not be able to complain about the alleged wrongs unless he showed that the company is under the directors who were allegedly causing it the injury,” he said.

Mr Wenjie wants the application dismissed, calling it “misconceived”. He argues that Mr Dong is seeking a rectification of particulars that are non-existent in view of the provisions of the Companies Act.

“The interpretation of the Act, Section 118, does not include rectification of directors, secretary and advocates as is prayed for by the applicant," he said.