USHAGO DIANI INVESTMENT LIMITED V. JABEEN MANAN ABDULWAHAB

JUDGMENT OF THE COURT

1. Sometime in the year 2007 four friends namely, Manfred Janisch, Hassan Adulwahab, John Bradley and Jabeen Manan Adulwahab (the respondent), agreed to invest in the coastal area more particularly, in Diani by putting up a restaurant and shopping complex. The vehicle through which the investment was carried out that is, Ushago Diani Investment Limited (the appellant), was incorporated on 11^th July, 2007. It was common ground that each of them would hold 25 shares in the company. However, the manner and the extent each of the shareholders would contribute towards the company’s capital was a point in contention.

2. According to the appellant, it was agreed that the four shareholders would contribute towards the capital through cash and property. Both the respondent and Manfred opted that in addition to a cash contribution to transfer their parcels of land, Kwale/Diani Beach Block/1463 (the suit land) and 1462 respectively. On account of the foregoing the value of th…