One of Nairobi’s most visible matatu operators, Super Metro, faces a legal ownership dispute between the family of a founding shareholder and the company’s directors.
In the commercial dispute filed at the High Court in Milimani, family of the late John Kariithi Nyoike, through their firm Kariithi & Family Enterprises Limited, has sued Super Metro Limited and related firms, over allegations of exclusion, business diversion, and corporate oppression.
Nineteen defendants are named in the case, including 12 directors, managers, and controlling shareholders, alongside seven affiliated companies linked to the transport brand.
The companies listed in the suit include Super Metro Limited, Super Metro Executive Coach Limited, Super Metro Insurance Agency Limited, Super Metro Parcel & Courier Services Limited, Super Metro East and Central Africa Limited, Krismoh Trans Limited, and Top Notch Tower Ventures Limited.
Kariithi & Family Enterprises Limited asserts it inherited shares from Nyoike’s estate and is entitled to management participation. Court documents indicate the firm holds 100 shares in Super Metro Limited and 500 shares each in Super Metro Executive Coach Limited and Super Metro Insurance Agency Limited.
A matatu registered with the Super Metro Limited Sacco on Thika Superhighway on March 20, 2025.
Photo credit: Francis Nderitu | Nation Media Group
The plaintiff acquired its shareholding through a Confirmation of Grant following Nyoike’s death in 2023, granting it full shareholder rights, including corporate governance participation and dividend entitlement.
However, the lawsuit alleges Super Metro directors have denied Kariithi & Family Enterprises access to decisions, records, and dividends.
“Despite being a shareholder with these rights, the plaintiff has been unlawfully excluded from management, decision-making, and company affairs,” the court filings state.
The suit further claims four companies—Super Metro Parcel & Courier Services Limited, Supermetro East and Central Africa Limited, and Krismoh Trans Limited—were established posthumously to operate parallel businesses, diverting revenue and contracts from the original Super Metro entities.
“The said entities were incorporated and are being operated as parallel and/or alter ego companies for the improper purpose of diverting business, income, and corporate opportunities from the first-third defendants, and in a manner that is oppressive, unfairly prejudicial, and detrimental to the Plaintiff’s rights and interests as a shareholder,” the lawsuit alleges.
Kariithi & Family Enterprises Limited argues this arrangement diminished profits and share value. For instance, it claims that Krismoh Trans Limited was created to operate a parallel transport and logistics business that allegedly competes directly with Super Metro Limited.
Super Metro buses parked along Maragua Lane in Nairobi CBD on March 21, 2025.
Photo credit: Francis Nderitu | Nation Media Group
Directors are also accused of withholding financial records and failing to provide audited accounts or dividend reconciliations.
“The said defendants have acted in concert and in breach of their statutory, fiduciary, and common law duties, and have conducted the affairs of the companies in a manner oppressive to the Plaintiff and detrimental to the interests of the first-third defendants,” the suit claims.
It adds that the continued exclusion of the Kariithi’s entity from the board lacks any legal or commercial justification and that the same denies it oversight over corporate affairs, financial management, and dividend declarations.
The plaintiff seeks court orders for access to records, dividend reconciliation, an independent forensic audit, and directorship recognition. It also requests injunctions against alleged asset and business diversions.
Additionally, the lawsuit alleges that fraudulent documents were filed on the eCitizen Companies Registry portal on July 9, 2024, purportedly bearing Nyoike’s signature months after his death in February 2023.
Super Metro buses alongside other vehicles along the Thika Superhighway.
Photo credit: Francis Nderitu | Nation
It claims the filings included board minutes, a resignation letter and an affidavit allegedly signed by Nyoike, and is asking the court to investigate the alleged fraud and safeguard the company’s governance and shareholder rights.
“Upon careful examination of the said documents, it became evident that the signatures and executions were falsified, as John Kariithi Nyoike had passed away months earlier, rendering the documents void and fraudulent,” it says, adding that the matter was reported to police resulting in the thwarting of the attempted fraud.
In court filings, the company says it has suffered substantial financial loss, including unpaid dividends, reduced value of its shareholding and lost business opportunities allegedly diverted to related companies controlled by the defendants.
Super Metro, a dominant matatu brand in Nairobi, operates minibuses on major routes like Thika Road, Ngong Road, Mombasa Road, and Kiambu Road, alongside parcel, insurance, and executive coach services through affiliates named in the suit.
The High Court is expected determine whether directors breached duties by allegedly diverting business. The plaintiff’s lawyers seek urgent intervention to prevent further losses, arguing revenue diversion jeopardizes both the companies and Nyoike’s estate.
