The High Court has ordered the dissolution of the long-standing partnership behind Busara Forest View Academy, one of Nyandarua County’s well-known private schools, after ruling that its founding members’ relationship had become “irretrievably fractured.”
In a detailed judgment, Justice Moses Ado directed that the only viable remedy for restoring order in the management of the institution was the valuation of Busara Forest View Ltd (BFVAL)—the company that owns the school—and a buy-out of founder Geoffrey Ngari Kuira.
Kuira sued his co-founders, Martha Wangui Karanja and Dr. Joseph Karanja, accusing them of fraudulently dispossessing him of his stake in the company and misappropriating school property, profits, and assets, despite his status as a shareholder.
Court Declines Request to Reinstate Kuira in Management
Although Kuira sought to be reinstated into the school’s management, the court declined, noting that doing so would be impractical, potentially rekindling the disputes and resulting in further deadlock.
Kuira told the court that he served as the school’s academic and administrative head, managing planning, development, and resource mobilization for years. He also said he made a significant contribution in the establishment of the institution 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,” Justice Ado ruled.
Illegally Transferred Land Ordered Back to BFVAL
The court found that the transfer of land belonging to the school to Busara Computer Point Ltd was illegal, having been carried out without proper company authority and in breach of directors’ fiduciary duties.
Justice Ado gave the Karanjas 30 days to return the property to BFVAL.
Valuation and Buy-Out to Proceed in 60 Days
The parties were directed to jointly appoint a professional independent valuer within 60 days to conduct a full valuation of the company. After the valuation, Dr. Karanja and his wife will be required to offer to buy out Kuira.
If they fail to reach an agreement, the court stated that Kuira is free to initiate insolvency proceedings so that a receiver-manager may be appointed to run the institution.
Forensic Audit Ordered Over Alleged Misappropriation
The court also ordered a forensic audit following Kuira’s accusations that the Karanjas made unauthorized withdrawals from company bank accounts.
Justice Ado directed the couple to produce all original accounting records and bank statements, which will be handed over to the High Court Registrar.
Upon the expiry of the set period, the Registrar—together with the parties—will appoint a forensic auditing firm to investigate and file a comprehensive report.
Judge Declares Changes to Shareholding Fraudulent
The court held that the changes made to the company’s shareholding over the years were fraudulent and that Kuira is entitled to his share of company profits since he was allegedly ousted from management in 1998.
Karanjas Have a History of Disputes Over School Land
In 2018, the Karanjas were charged with attempting to fraudulently acquire academy land valued at Sh20 million. They allegedly conspired to illegally register the parcel Nyandarua/Oljoro Orok Salient/1343 under Busara Computer Point Ltd without a legitimate board resolution.
Kuira testified that he, Wangui, and the now-deceased Johannes Karanja incorporated BFVAL in 1987 to formally run Busara Forest View Academy, which had been operating as a business since 1984. He claimed to have provided land, expertise, and construction resources and was allotted two shares, representing 50% of the company, while Wangui and Karanja received one share each.
He further testified that a 1994 audit revealed unauthorized withdrawals of Sh14,022,199, allegedly made by Wangui and her husband without board approval. Kuira also claimed that fraudulent filings in the same year attempted to transfer a deceased shareholder’s stake to Dr. Karanja.
Karanjas Deny Allegations
The couple denied all allegations, insisting that Kuira had no legitimate claim to the shareholding he asserted, arguing that he had transferred his interest to a third party.
They described the lawsuit as a personal vendetta, insisting that the company had been managed lawfully and prudently. They also challenged Kuira’s capacity to sue on behalf of the company, claiming he lacked both majority control and legal authority to litigate in its name.