By Sam Alfan .
The High Court has ordered the dissolution of the partnership between the founding members of Busara Forest View Academy in Nyandarua County, ruling that their relationship had become “irretrievably fractured.”
In his decision, Justice Moses Ado held that the only viable remedy for the leading private school was to order a valuation of Busara Forest View Ltd (BFVAL)—the company that owns the school—and a buy-out of Geoffrey Ngari Kuira, one of its founders.
Kuira had sued fellow founders Martha Wangui Karanja and Dr Joseph Karanja, alleging that although he was a shareholder of BFVAL, the two had engaged in fraudulent and illegal acts to dispossess him of his shares and misappropriate company assets and profits.
The court, however, declined his request to be reinstated into the company’s management, finding that doing so would be impractical and could lead to further deadlock.
Kuira argued that he served as the academic and administrative head of the school, handling planning, development and resource mobilization.
He also claimed to have made a substantial contribution to the institution’s establishment in 1984, including donating 13.34 acres of land in Oljoro Orok.
“For this reason, I am of the view that the best remedy would be that of valuation of the company, and buy-out,” the court stated.
Justice Ado found that the transfer of the school’s land to Busara Computer Point Ltd was done in breach of directors’ duties and without valid company authority.
The judge ordered that the property be returned to BFVAL within 30 days from the date of the judgment.
The parties were directed to appoint an independent professional valuer within 60 days to value the company, after which Dr Karanja and his spouse would make an offer to buy out Kuira.
Should the parties fail to agree, the court said Kuira would be free to initiate insolvency proceedings to facilitate the appointment of a receiver-manager to run the school.
The court also directed that a forensic audit be undertaken following Kuira’s allegations of improper withdrawals from company accounts.
The couple was ordered to produce all original accounting records and bank statements, which are to be handed to the High Court Registrar.
“Within the next 30 days upon expiry of the period specified, the Registrar of this Court shall appoint (or the parties shall jointly instruct) an independent firm of accountants (forensic auditors) agreed by the parties, failing agreement to be appointed by the Court, to audit and produce a report,” the court ordered.
Judge Ado further held that changes to BFVAL’s shareholding were fraudulent and that Mr Kuira was entitled to his share of company profits since his ouster in 1998.
In 2018, the Karajas were charged with attempting to fraudulently acquire academy land worth Sh20 million.
They were accused of conspiring to illegally register the institution’s parcel—Nyandarua/Oljoro Orok Salient/1343—in the name of Busara Computer Point Ltd without any board resolution.
Kuira told the court that in 1987 he, Wangui and Johannes Karanja (now deceased) incorporated BFVAL to run Busara Forest View Academy, which they had initially operated as a business since 1984. He contended that he contributed land, professional expertise, and construction resources, and that he was allocated two shares—representing 50% of the company—while Wangui and Karanja received one share each.
He said that in 1994, an audit revealed that Wangui and her husband had become unauthorized signatories to company accounts and had withdrawn Sh14,022,199 without any board approval. He further claimed that fraudulent company filings in 1994 purported to transfer a deceased shareholder’s stake to Dr Karanja.
Wangui and her husband denied the claims, arguing that Kuira had no legitimate claim to the shareholding he asserts, as he had allegedly transferred his interest to a third party. They maintained that the suit was a personal vendetta without merit and insisted that the company had been managed prudently and in accordance with the law.
They also challenged Kuira’s capacity to bring the suit on behalf of the company, saying he did not holds majority control or has authority to litigate in its name.
