The Registrar of Companies could face contempt of court proceedings following an alleged failure to implement a High Court order on the leadership and membership of St Mary’s Mission Hospital Nairobi.
In a follow-up letter dated December 16, 2025, Dr William Charles Fryda formally warned the Business Registration Service (BRS) that continued inaction risked violating binding orders issued by the Milimani High Court.
“Suffice to say, the Court directed the reinstatement of the entry for the cessation of the Respondent, Teresia Ndeto, as Director and Member of St Mary’s Mission Hospital Nairobi,” Dr Fryda wrote through Rono and Partners Advocates, urging the Registrar to “kindly but urgently” update the company register in line with the ruling.
In a judgment delivered on December 11, 2025, Justice J.W.W. Mongare upheld Ms Ndeto’s resignation as both a director and member of the company and granted Dr Fryda leave to nominate new subscribers to the hospital’s Memorandum and Articles of Association.
The court directed the Registrar of Companies to reinstate the entry showing Ms Ndeto’s cessation as a director and member “on account of resignation,” and restrained both the Registrar and the former director from effecting or recording any further changes contrary to the ruling. The judge warned that any disobedience of the court’s orders would attract “penal consequences.”
Dr Fryda said he has since submitted the names and documentation of four proposed members, including himself, adding that all statutory requirements had been met.
“I am happy to avail any such further documents as may be required to facilitate the prompt implementation of the Court Order,” he stated in the letter.
In her detailed ruling, Justice Mongare underscored that compliance with court decisions is mandatory, particularly for public officers.
“Public policy requires that decisions of courts should be complied with as a matter of the national principles of governance under Article 10 of the Constitution,” the judge said, adding that the court was “duty bound to make consequential orders” to ensure compliance with the law.
She further held that attempts to maintain or rely on void entries in the company register could not stand in law, citing long-established precedent.
“You cannot put something on nothing and expect it to stay there,” the judge said, in reference to actions founded on invalid corporate records.
The dispute centres on the governance and legal status of St Mary’s Mission Hospital Nairobi, which was incorporated in 1999 under the Companies Act as a company limited by guarantee.
Dr Fryda, the applicant, is the hospital’s founder and promoter and previously served as its medical director. He argued that between 2011 and 2021, changes were made to the company’s directorship and membership pursuant to purported resolutions passed by “individuals who were neither subscribers nor directors of the Company in blatant violation of the Articles of Association.”
He moved to court in July 2024, seeking judicial intervention after alleging that irregular and unlawful changes had been effected over several years.
Court records show that although the hospital was incorporated, it was not fully operationalised, with its properties registered under Assumption Sisters of Nairobi (ASN) as trustees. This arrangement later became the subject of protracted litigation, culminating in Court of Appeal decisions directing that the hospital properties be transferred to St Mary’s Mission Hospital Nairobi to be held and managed by the company itself.
Following those appellate decisions, Dr Fryda reviewed company filings at the BRS and identified entries made between 2011 and 2022 which he argued were invalid, inaccurate or unsupported by company resolutions. Among the contested entries was the purported resignation and replacement of Ms Ndeto as a director and member.
Dr Fryda lodged a formal application with the Registrar of Companies under Section 862(1) of the Companies Act, prompting the Registrar to initially rectify the register by removing certain disputed entries. Subsequent reviews, however, reinstated some changes — including those relating to Ms Ndeto’s status — leading Dr Fryda to seek the High Court’s intervention.
Ms Ndeto opposed the application, arguing that Dr Fryda lacked legal standing to interfere with the company’s affairs and that earlier court decisions had conclusively settled issues of ownership and control. She maintained that she had resigned only as a director, not as a member or subscriber, and contended that the Registrar’s rectification process violated her right to a fair hearing.
The Registrar of Companies, named as an interested party, defended the rectification actions, stating they were carried out under statutory powers allowing the removal of entries derived from invalid, inaccurate or unauthorised filings. The Registrar acknowledged that, following rectification, Ms Ndeto remained listed as the sole surviving director and member.
In its final determination, however, the High Court dismissed preliminary objections challenging Dr Fryda’s standing, found that he had a legitimate interest in the hospital’s governance, upheld Ms Ndeto’s resignation as both director and member, and ordered the reinstatement of the cessation entry in the register. The court also granted Dr Fryda leave to nominate new subscribers to the company’s governing documents.
With the Registrar yet to implement the orders, the matter now risks escalating into contempt proceedings unless the court’s directives are promptly complied with.
