The High Court has struck out a case filed by Dr. Ezekiel Mutua on behalf of the Music Copyright Society of Kenya (MCSK), ruling that he had no authority to initiate the proceedings as he was no longer the organization’s Chief Executive Officer (CEO) at the time of filing.
Justice Roselyn Aburili delivered the ruling on Tuesday, stating that the case filed on May 20, 2025, lacked legitimacy as it was not authorized by MCSK’s Board of Directors.
Mutua had accused the Kenya Revenue Authority (KRA) of freezing a new MCSK bank account to which he is a signatory.
However, Justice Aburili stated that he cannot act or transact any business on behalf of the Society. The court noted that the lawyer who filed the case, Felix Okiri, had been instructed solely by Mutua and not the board, which is required under company governance rules.
According to court records, the embattled CEO’s employment with MCSK was terminated on April 3, 2025, through a letter signed by Dr. Lazarus Muli on behalf of the Board of Directors and members of the society.
This letter was attached to an affidavit filed by Dr. Okubasu, who had also submitted a notice of change of advocates and a notice of withdrawal of the suit dated May 22, 2025.
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High Court ruling
Justice Aburili stated that as of May 20, when the proceedings were instituted, Mutua was no longer the CEO of MCSK and therefore lacked authority to swear a verifying affidavit or instruct an advocate on behalf of the organization.
The court emphasized that it was not in a position to determine whether his termination was regular or lawful. It pointed out that no order had been presented from the Employment and Labour Relations Court (ELRC) to stay the termination or reinstate him.
“It follows that the suit could only have been instituted with authority of the Board of Directors and directed by a CEO who was in office at that time as an employee of the company and not by the CEO whose employment had been terminated,” read part of the ruling.
The judge also highlighted ongoing governance wrangles within MCSK, noting that such issues must be resolved before the company can properly engage in legal proceedings.
During the hearing, the court was also presented with an earlier order dated December 8, 2024, issued in a separate suit (HCCOM E730/2024).
That order suspended the implementation of resolutions made by a caretaker interim board appointed at an extraordinary meeting held on August 6, 2024.
It also restrained those individuals from assuming directorship or transacting any business on behalf of MCSK.
Based on that order, Justice Aburili concluded that the parties who had allegedly instructed Okiri to file the case were not legitimate directors of the company, and that the board had in fact rejected Okiri’s engagement in its meeting of May 5, 2025.
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The court accepted Okubasu’s notice of change of advocates and the accompanying notice of withdrawal of the suit as valid.
Ruling on Ezekiel Mutua being MCSK CEO
Conversely, it struck out a second notice of change of advocates filed by Okiri on May 26, 2025, declaring it null and void for lack of legitimate authority.
“Before I conclude, I note that Mr. Okiri Felix has filed another notice of change of Advocates dated this 26/5/2025 and in view of my findings above, the said notice of change of Advocates is hereby struck out and expunged from the court record for want of legitimate authority to represent the applicant company,” Justice Aburili ruled.
“In the end, I adopt the notice of withdrawal of suit dated 22nd May 2025 and signed by Okubasu & Munene Advocates for the applicants as Counsel who are duly instructed to represent the applicant company.”
The ruling comes days after the MCSK Board of Directors confirmed that Mutua was dismissed from his position effective April 3 this year.
Further, the Society’s board in a notice dated May 8, 2025, cautioned members of the public that the ousted CEO has no authority to transact any business for and on behalf of MCSK, and “hence should be vigilant and careful when dealing with him”.
At the same time, the board accused the embattled CEO of refusing to surrender the company property in his possession after his dismissal from employment with the Society, including a vehicle and social media accounts.
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