A Rwandan entrepreneur and his Kenyan counterpart are embroiled in a serious legal dispute over the ownership and control of Sh400 million held in two Nairobi banks. The money came from an online business.
To prevent the colossal sum from being squandered, Milimani Senior Principal Magistrate Bernard Ochoi has frozen Stay Online Limited's (SOL) accounts at Equity Bank Limited (EBL) and United Bank Africa Limited (UBA) to protect the funds.
Meanwhile, Ochoi has ordered that the case be referred to the Presiding Judge Commercial Division for direction and a determination as to who owns SOL, Kenya.
In the case, Koome Kirimi (Kenyan) claims to be the sole owner of Stay Online Limited, Kenya, but Desire Muhinyuza (the Rwandan) said that Kirimi was chosen as SOL's agent in Kenya because of the difficulty for a foreigner to register a company name in the country.
Mr Muhinyuza said Mr Kirimi was recommended by Patrick Gakuba as the person who could help SOL register in Kenya.
“I was referred to one Koome Kirimi by Patrick Gakuba, the EBL Rwanda e-commerce manager, to assist me in registering Stay Online Limited (Kenya) under his name with 100 per cent (100%) shares in my representation by trust on April 14, 2023, due to my foreign immigration status at the time,” Mr Muhinyuza reveals.
The entrepreneur said he contacted Mr Kirimi and instructed him to set up Stay Online Ltd (K) using his credit with a gentleman's agreement that he would hand it over to him once he regularised his immigration status.
Mr Muhinyuza's lawyers, Danstan Omari and Aranga Omaiyo, told Justice Ochoi on Monday that their client has since regularised his immigration status but Mr Kirimi has not returned the company to him as agreed.
Instead, the court heard, Mr Kirimi began blackmailing Mr Muhinyuza, threatening to shut down SOL's operations in Kenya if he did not pay $120,000 into the EBL account at the Meru branch.
As a result of these threats, Mr Muhinyuza initiated the transfer of the funds to Mr Kirimi's account from SOL's bank accounts held at Access Bank Rwanda to the UBA account in Kenya.
“In June 2023 Koome started sending WhatsApp messages with intentions to embezzle money using different reasons like paying taxes,” Justice Ochoi heard.
SOL, the magistrate was told, was registered in Rwanda in 2013.
During a board meeting in Rwanda, it was decided to expand SOL's business base to Zambia, Kenya and Uganda.
Lawyers Omari and Omaiyo told Justice Ochoi that SOL has also established business links with Canada.
“My brother Ndamutsa Thaddee Rusera Sandy, who is the co-director SOL, decided to expand in Eastern Africa and chose Kenya as it is an economic hub in this region,” Mr Muhinyuza says in an affidavit filed by his lawyer.
He adds that Mr Sandy received a recommendation from Mr Gakuba, an e-commerce manager at Equity Bank Limited, Rwanda, to liaise with Mr Kirimi for all business transactions in Kenya.
After registering SOL in Mr Kirimi's name, the court heard that three bank accounts were opened in Euros, Dollars and Kenya Shillings at UBA Bank.
The court heard that Mr Kirimi repeatedly "abused his role as the authoriser of financial transactions by delaying authorisation to merchants thereby occasioning unmitigated losses in the form of heavy merchant penalties.”
On July 10, 2023, SOL Zambia was incorporated and on the same day, the board resolved to appoint Ambrose Wamari Obara as the Chief Operations Officer, of East Africa. "It was resolved that all the 100% shares held in trust on my behalf by Koome (Kirimi) be transferred to Wamari (Obara) with immediate effect," Mr Muhinyuza says in his affidavit.
The court also heard that Mr Kirimi voluntarily resigned and his position as proxy was transferred to Mr Obara.
Mr Kirimi is said to have signed the minutes of the transfer of responsibilities to Mr Obara and a letter to the Registrar of Companies.
He also swore an affidavit confirming these changes and also wrote a letter dated July 12, 2023, in which he allegedly wrote a malicious letter to SOL requesting a "remittance of $100 000 for tax provision for the period of June, July and August 2023 promising to provide tax assessment forms".
Justice The court heard that Mr Muhinyuza wondered "why he (Kirimi) wanted money from the company account for 'future taxes'".
Ochoi heard: “The transfer of merchant funds to Koome’s personal account by Muhinyuza was completely fraudulent, unethical, premeditated and against our company policy or any corporate bookkeeping practices.”
Mr Obara is said to have reported to the Central Police Station that Mr Kirimi was illegally accessing SOL's bank accounts.
Mr Kirimi allegedly emailed a letter to the UBA on August 8, 2023 informing them that SOL had decided to revoke Mr Muhinyuza's digital/online banking rights.
On the same day, Mr Muhinyuza emailed the bank not to implement Mr Kirimi's letter and also asked UBA not to allow any withdrawals by Mr Kirimi.
The court granted an application by Mr Muhinyuza to be enjoined to assist the police in the criminal investigation of Mr Kirimi.
Justice Ochoi heard that since the police were investigating SOL's accounts and activities, it was in order to allow the foreign investor (Mr Muhinyuza), who intends to employ 500 Kenyans, to participate in the case.
But Mr Kirimi's lawyer Cliff Ombeta opposed the request, saying a fraudster had lodged a police complaint about SOL's financial transactions.
Justice Ochoi heard that an order purportedly issued by Commercial Court Chief Magistrate Wendy Micheni on SOL's transactions had been forged and used to allegedly initiate changes in the firm's directorship.
“All that DCI detectives are investigating are those bank transactions and the forgery of the magistrate's orders,” said State Prosecutor James Gachoka.
He urged DCI officers from the Serious Crimes Unit to be given 10 more days to complete investigations into the matter.
