The property valuation and management firm behind some of Nairobi’s prominent buildings faces a fresh legal battle, with Stanbic seeking to auction 40,248 shares after recovering just KSh706,366.
From Sarit Centre to Telposta Towers, Lloyd Masika Limited has built its name managing and valuing properties across Kenya.
Now, the prominent real-estate firm is fighting a fresh battle with Stanbic Bank over an unpaid decree worth KSh82.86 million.
The High Court has dismissed objections by Lloyd Masika and two companies whose shares Stanbic wants to sell.
The lender is pursuing 29,126 shares in Norfolk Towers PLC and 11,122 in Longonot Place Limited after reporting minimal recovery over more than four years.
In a ruling delivered on October 8, 2026, Justice Benard Murunga cleared the way for Stanbic’s application to proceed.
The proposed auction, however, remains contested, with the two companies insisting that their shareholder protections cannot simply be bypassed.
The Debt
Stanbic Bank holds a decree for KSh82,855,212 arising from an arbitral award dated December 20, 2021.
The bank told the court that it had recovered only KSh706,366 over more than four years. It subsequently sought to recover the outstanding amount through Lloyd Masika’s investments.
The lender filed its application on January 15, 2026, targeting two separate shareholdings.
Lloyd Masika owns 29,126 shares in Norfolk Towers PLC and another 11,122 shares in Longonot Place Limited.
Stanbic wants the shares preserved, independently valued and offered to existing shareholders for 14 days.
If that option fails, the bank seeks a public auction to recover its money.
The companies became involved because their share registers and internal transfer rules could affect the proposed sale.
The Objections
Lloyd Masika Limited challenged the application on February 3, 2026, arguing that Stanbic had failed to follow prescribed execution procedures.
The company maintained that the bank should have used Form No. 14 under Order 22 Rule 6 of the Civil Procedure Rules.
It also questioned the required inventory and the absence of a notice to show cause.
Norfolk Towers PLC and Longonot Place Limited filed separate objections on March 5, 2026.
Their central concern was whether the bank could force a sale without first respecting existing shareholders’ rights.
Their Articles of Association restrict share transfers until pre-emption rights have been exhausted.
The companies also argued that Stanbic should pursue Lloyd Masika’s allegedly more liquid insurance policies before attaching its shares.
Stanbic rejected these objections, arguing that no law required it to exhaust other assets first.
It also maintained that the proposed first-option arrangement already accommodated existing shareholders.
The Court’s Test
Justice Murunga examined whether the objections raised genuine questions of law capable of stopping the application immediately.
He relied on Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd [1969] EA 696, which established the test for preliminary objections.
Under that precedent, objections cannot succeed where determining them requires disputed facts or judicial discretion.
The judge found that most complaints required examination of supporting documents, earlier court orders or company Articles of Association.
He also rejected the argument that using a Notice of Motion instead of Form No. 14 automatically invalidated the application.
Citing Article 159(2)(d) of the Constitution, the judge emphasised that courts should avoid undue regard for procedural technicalities.
The parties had been served and presented their arguments, while the objectors had demonstrated no prejudice justifying dismissal.
The court similarly declined to decide whether a notice to show cause was mandatory.
That question depended on previous execution orders and exceptions provided under the Civil Procedure Rules.
The Share Battle
The most important unresolved question concerns whether the companies’ Articles can restrict a court-ordered sale.
Norfolk Towers relies on Article 20, while Longonot Place cites Articles 21A and 21B.
Both companies argue that existing shareholders must receive their contractual protections before any transfer occurs.
Stanbic counters that a court-ordered sale differs from a voluntary transfer initiated by a shareholder.
It argues that the shareholder has not voluntarily chosen to dispose of the shares.
The judge distinguished statutory pre-emption rights from restrictions governing transfers of existing shares.
Section 338 of the Companies Act concerns the allotment of new equity securities, rather than selling shares already issued.
The court therefore rejected the argument that sections 337 and 338 barred Stanbic’s proposed execution.
However, Justice Murunga declined to determine whether the companies’ Articles would ultimately restrict the sale.
He said the court must examine those provisions in context and reconcile them with its execution powers.
The judge held that the Civil Procedure Act and Order 22 Rule 40 confer jurisdiction to attach and sell shares.
The companies’ Articles may affect how that power is exercised but cannot eliminate jurisdiction granted by law.
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The court consequently dismissed both preliminary objections and deferred their costs until the substantive application is determined.
For Stanbic, the decision removes immediate procedural barriers to pursuing the shares.
For Lloyd Masika, Norfolk Towers and Longonot Place, the remaining dispute concerns whether the proposed sale can proceed within the companies’ transfer restrictions.
The bank has won the preliminary battle. Whether it can auction the shares remains a question for the next stage.
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