The Registrar of Companies has been warned that continued failure to implement a High Court order relating to the leadership and membership of St Mary’s Mission Hospital, Nairobi, could expose the office to contempt of court proceedings.
In a follow-up letter dated December 16, 2025, Dr William Charles Fryda wrote to the Business Registration Service (BRS), cautioning that non-compliance with binding court orders issued by the Milimani High Court risked attracting legal consequences.
“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 stated in the letter, which was written through Rono and Partners Advocates.
He urged the Registrar to “kindly but urgently” update the company register in line with the court ruling.
In a judgment delivered on December 11, 2025, Justice J.W.W. Mongare upheld Ms Ndeto’s resignation as 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”.
The court further restrained both the Registrar and the former director from effecting or recording any further changes contrary to the ruling, warning that any disobedience of the court orders would attract “penal consequences”.
Following the judgment, Dr Fryda submitted the names and documentation of four proposed members, including himself, stating 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 said in the letter.
In her ruling, Justice Mongare emphasised 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.
The judge 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,” she 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 in the matter, is the hospital’s founder and promoter and previously served as its medical director.
In court filings, he argued that between 2011 and 2021, changes were made to the company’s directorship and membership pursuant to resolutions passed by individuals whom he said were neither subscribers nor directors of the company, contrary to its Articles of Association.
He moved to court in July 2024 seeking judicial intervention, alleging that irregular and unlawful changes had been made to the company’s membership and directorship over several years.
Court records indicate 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 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.
Following those appellate decisions, Dr Fryda reviewed company filings at the Business Registration Service and identified entries made between 2011 and 2022 which he contended 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 of the company.
Dr Fryda subsequently lodged a formal application with the Registrar of Companies under section 862(1) of the Companies Act.
The Registrar initially rectified the register by removing some disputed entries. However, subsequent reviews reinstated certain changes, including those relating to Ms Ndeto’s status, prompting 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 only resigned from the board and not as a member or subscriber of the company, and further argued that the Registrar’s rectification process violated her right to a fair hearing.
The Registrar of Companies, named as an interested party in the proceedings, defended the rectification actions, stating that they were undertaken pursuant to statutory powers allowing the removal of entries derived from invalid, inaccurate or unauthorised filings.
The Registrar acknowledged that following the rectification process, Ms Ndeto remained listed as the sole surviving director and member of the company. In its determination, however, the High Court dismissed preliminary objections challenging Dr Fryda’s standing, found that he had a legitimate interest in the company’s governance, upheld Ms Ndeto’s resignation as a director and member, and ordered the reinstatement of the cessation entry in the company register.
The court also granted Dr Fryda leave to nominate new subscribers to the company’s Memorandum and Articles of Association.
