The reinstatement of Dr William Charles Fryda as director of St Mary’s Mission Hospitals has triggered fresh battle for the control of the hospitals in Nairobi and Nakuru.
In a ruling last week, the High Court directed the Registrar of Companies to rectify the records of St Mary’s Mission Hospital Ltd to include Dr Fryda as a director.
The Registrar had told the court that records showed that Teresia Ndeto as the sole director and member since the other two original directors are dead.
The court, however, said Sr Ndeto had no stake in the Company, which manages the two hospitals in Lang’ata (Nairobi) and Elementaita in Nakuru County.
“I find and hold that it is therefore in public interest that the register of the Company should be rectified to reflect the Applicant (Dr Fryda) as the director of the Company for purposes of implementing the decision of the Court of Appeal,” said the court.
The court added that it was duty-bound to make the direction in light of Section 862(6) of the Companies Act, which mandates the Court to make such consequential orders that are just.
On Friday, Dr Fryda went to the hospital in Lang’ata, but there was a confrontation as two opposing groups clashed before the police restored peace at the institution.
The medic said he was happy to be back as a director of the hospital and promised to continue offering services to the people.
Lang’ata police boss Pius Mwanthi said they had engaged both parties to resolve the issue and come up with a way forward without putting the lives of patients in danger.
Staff of St Mary’s Mission Hospital Langata gather outside the hospital on December 19, 2025.
Photo credit: Pool
The Assumption Sisters of Nairobi had wrestled the management of the hospitals from the American priest, after the Environment and Land Court directed him to transfer the ownership to St Mary’s Mission Hospital Ltd, a company fully owned by the church, after years of court battles.
The decision was later upheld by the Court of Appeal as a bench of three judges directed Dr Fryda and ASN to jointly oversee the handover of the hospitals from the nuns to St Mary’s Mission Hospital Nairobi Ltd and ensure that the company is fully vested with the ownership and management of the properties and the hospitals.
Dr Fryda went back to court seeking orders to restrain Sr Ndeto from making any changes to the company's membership or directorship, and also restrain the Registrar from recording any such changes in the official register.
He further sought court orders to compel the Registrar to accept the resignation of Sr Ndeto as a director, after handing her resignation in 2021.
Sr Ndeto opposed the case and argued that Dr Fryda was improperly attempting to re-litigate the same issue of company ownership that was previously decided by the High Court and Court of Appeal.
She submitted that previous judgments were final and denied the Dr Fryda’s claims to ownership and control over the company’s properties.
She further argued that previous court orders only required him to jointly oversee the handover of the company and its management, not to have authority over the company's governing organs.
But Dr Fryda asserted that he has a legitimate interest in the matter, as explicitly allowed by section 862(6) of the Companies Act, which states that an application may be brought by "any person appearing to the court to have a legitimate interest".
The court agreed with Dr Fryda the decision of the Environment of the Land Court at Nakuru that was upheld by the Court of Appeal specifically dealt with the ownership of the Company’s properties and the case involved different parties while the current matter was not only before a different court but it concerns ownership of shares in the company and its directorship.
“It is therefore my finding and determination that based on the previous decisions of the Environment and Land Court and the Court of Appeal, the Applicant qualifies as a person with a legitimate interest and therefore has the requisite locus standi to bring an application under section 862(6) of the Companies Act,” said the court.
Dr Fryda said that as the Company's promoter, he was best placed to name new subscribers to prevent the hospitals from being left without directors and subscribers and there is an imminent risk that Sr Ndeto further make illegal changes to the Company's composition.
The court noted that Sr Ndeto resigned from the Company, although she said she never resigned as a subscriber of the company, or has she transferred her shares.
“This therefore means that upon her resignation from the Company on 6th April 2021, the Respondent (Ndeto) ceased to be director and could no longer participate in the affairs of the Company and never retained any stake in the Company since the Company is limited by guarantee and not shares,” said the court.
“It is therefore my finding that the Applicant’s (Fryda) prayer to reinstate the Respondent’s resignation and removal from the register of the Company is merited and is hereby allowed,” said the court.
