A boardroom war for the control of Sh839 million in a Kiambu real estate company has ended in a costly out-of-court settlement, Nation.Africa can now reveal.
Trouble at Willstone Homes Limited started mid this year when Ejidio Kinyajui, who co-founded Willstone Homes Limited with Patrick Thuo Marigi and Victor Cosmus Muusya, moved to Milimani High Court Commercial and Tax Division in Nairobi seeking to compel one of his co-founder, Mr Muusya, to incorporate him as a signatory to the account at Stanbic Bank citing an April 19, 2024, resolution.
In court filings, Mr Kinyanju had accused Mr Muusya of side-lining him in accessing company accounts, a move that he said had threatened the financial stability of the company and had potentially put their investment in a collision course with home buyers over unmet completion dates for their housing projects.
Most of Willstone Homes projects are along Kenyatta Road, off Thika Superhighway, Juja Constituency in Kiambu County.
Court documents show that Willstone Homes Limited is owned 20 per cent by Mr Kinyajui with the 80 per cent controlling stake held by Mr Marigi and Mr Muusya through their investment vehicle, Diamond Transfer Limited.
“The actions Victor Muusya (second Respondent)’s refusal to authorize essential financial transactions and to expand the cadre of bank signatories has not only crippled the applicants (Willstone Homes Limited) operations but also threatens its financial stability and corporate integrity,’’ Mr Kinyajui says in his submissions in court.
But Mr Muusya, in a replying affidavit, told the court that Mr Kinyajui had teamed up with Mr Marigi to frustrate him in the running of the firm with an asset base of Sh2 billion.
Mr Muusya also said the Kenya Revenue Authority and Directorate of Criminal Investigations were investigating the firm.
''Ordinarily, the company purchases land and collects money from members of the public for construction of houses as 'off-plan projects. As at now, the estimated assets held by the company is valued at Sh2 billion. The affidavits of Patrick and Kinyajui have deliberately failed to mention to the court that the company (Willstone Homes Limited) is under investigations for potential tax evasion and money laundering to the tune of Sh417, 218, 379... I can confirm investigations are underway and the report is being compiled by the Directorate of Criminal Investigations,’’ Mr Muusya had told the court.
Mr Muusya had pressed for an audit of the company’s finances, a look into the arbitrary firing of employees, an immediate stop to illegal allowances and per diems and investigations into potential conflict of interest.
Mr Muusya also said for the last two years, he has been locked out of the company decision making.
He warned the court that if proper interventions were not made, Willstone Homes Limited was on the brink of collapsing citing other real estate companies that went under with investors' money.
Now, in a deal brokered by the trio’s respective advocates and which has been given a nod by the Milimani Law Courts Commercial and Tax Division under consent of the parties, Willstone Homes Limited shall pay the law firm of Odanga and Partners Advocate Sh49.6 million for legal work done in the last four years and the payment should be done within two years from the date of signing the Consent.
Willstone Homes Limited shall additionally pay the law firm of Manyonge Wanyama & Associates LLP Sh10 million being legal costs incurred in High Court Suit No.E009 of 2024: Victor Muusya Cosmus versus Patrick Marigi Thuo and five others and High Court Civil Suit No.E213 of 2024: Willstone Homes Limited versus Victor Cosmus Muusya & Stanbic Bank within 30 days from the date of signing the consent.
Moreover, Mr Marigi, shall refund Willstone Homes Sh6.1 million within 12 months.
Additionally, Willstone Homes Limited will also pay the law firm CKM Advocates the sum of Sh1 million for legal costs in High Court Commercial Suit No E009 of 2024: Victor Muuusya Cosmus versus Patrick Marigi Thuo and five others within 30 days from the date of signing the consent.
The agreement also now allows Mr Kinyajui, Mr Muusya and Mr Marigi to be signatories to all bank accounts “with the trio hereby agreeing to drop all criminal charges against each other.”
Each person will also own shares separately in Willstone Homes Limited with Victor Muusya Cosmus at 40 per cent, Patrick Thuo Marigi at 40 per cent and Ejidio Kinyajui at 20 per cent.
''Mr Kinyajui to get an additional 10 per cent shareholding in Capital Mabati Limited, the 5th Respondent(Capital Mabati Limited) to make the shareholding as follows: Victor Muusya Cosmus 40 per cent, Patrick Thuo Marigi 40 per cent, and Ejidio Kinyajui Gitau at 20 per cent,'' the court consent agreements signed by all parties reads.
Meanwhile, Willstone Homes Limited has officially unveiled Fabian Nzivo, the former managing director of Banda Homes, as the chief executive officer of the company.
The announcement was made by Mr Kinyajui, who is the Managing Director at Willstone Homes Limited during a recent marketing outreach.
Banda Homes was one of the pioneers of off-plan investment in Kenya with its main operations in Kiambu and eventually went under with home buyers’ money close to Sh6 billion both in land and housing.
