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Commercial disputes · Arbitration · Enforcement

Business Dispute Resolution in Kenya

When a counterparty stops paying, a co-shareholder blocks a decision, or a contract fails, the cost is rarely just the sum in issue. We act for the commercial side of the dispute and we tell you early what the matter is realistically worth pursuing.

Reviewed by the Gracen Law business dispute resolution team · Last reviewed 26 August 2026

The commercial disputes we handle

  • Contract and commercial disputes
  • Shareholder and director disputes
  • Partnership and joint venture disputes
  • Commercial arbitration
  • Debt recovery and enforcement
  • Enforcing judgments and arbitral awards
  • Corporate insolvency and distress

and 6 further areas set out below

Most business disputes do not begin in a courtroom. They begin with an unanswered invoice, a board meeting that cannot reach a resolution, a supplier who has quietly started serving a competitor, or a shareholder who wants out on terms the others will not accept.

By the time a dispute is formally filed, the commercial decisions that determine its outcome have usually already been made: whether the contract contained an arbitration clause and where it seats the tribunal, whether notice was given in the form the agreement required, whether the relevant correspondence was written on the assumption it would one day be read by a judge. Advice taken at that earlier stage changes the range of outcomes available later, and it is materially cheaper.

Our approach is to establish three things before recommending a route: what the claim is actually worth after costs and recovery risk, how long each available forum will realistically take, and what the dispute will cost the business in management attention and commercial relationships while it runs. Some matters justify a full arbitration. A significant number are better resolved through a properly constructed demand and a negotiated settlement, and we will say so.

Areas of work

The commercial disputes we handle

01

Contract and commercial disputes

Breach of supply, distribution, services and framework agreements. The early questions are usually whether the terminating party followed the notice machinery in the contract, and whether a limitation or exclusion clause caps what can be recovered.

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02

Shareholder and director disputes

Deadlock, exclusion from management, disputed share valuations and unfair prejudice. These turn on the articles and any shareholders' agreement, and on directors' statutory duties under the Companies Act, 2015 — which are owed to the company, not to the shareholder who appointed you.

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03

Partnership and joint venture disputes

Disputes between business partners over profit share, contribution, exit and the ownership of assets built during the venture. Frequently complicated by arrangements that were never reduced to writing, which changes the evidence strategy considerably.

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04

Commercial arbitration

Arbitrations seated in Nairobi and abroad, under the Arbitration Act, 1995 and under institutional rules. We advise on whether the arbitration clause is enforceable, on tribunal appointment, and on the narrow grounds on which a Kenyan court will set an award aside.

05

Debt recovery and enforcement

Structured recovery for businesses owed money, from demand and statutory demand through to judgment and execution. Enforcement, not judgment, is where most recovery actually fails — so we assess the debtor's asset position before you spend on proceedings.

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06

Enforcing judgments and arbitral awards

Recognition and enforcement of domestic and foreign awards, attachment, garnishee proceedings and charging orders. Kenya is a party to the New York Convention, which is what makes a foreign award enforceable here, subject to the limited grounds for refusal.

07

Corporate insolvency and distress

Acting for creditors and for companies under pressure: statutory demands, liquidation petitions, administration and the restructuring options under the Insolvency Act, 2015. Timing determines recovery ranking, so this is rarely work that benefits from waiting.

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08

Construction and project disputes

Payment claims, variations, delay and defect disputes on building and infrastructure projects. Most standard-form construction contracts route disputes to adjudication or arbitration rather than court, and the contractual timelines for raising a claim are short.

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09

Commercial lease disputes

Rent arrears, distress for rent, service charge disputes, dilapidations and forfeiture, acting for both landlords and commercial tenants. Controlled tenancies carry statutory protections that change what a landlord can lawfully do.

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10

Competition and regulatory disputes

Investigations and proceedings before the Competition Authority of Kenya and sector regulators, including restrictive-practice allegations, abuse of dominance and merger conditions.

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11

Intellectual property disputes

Trade mark and copyright infringement, passing off, and misuse of confidential information and trade secrets — including by departing employees and former distributors.

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12

Franchise and distribution disputes

Termination, territory and performance disputes between franchisors, franchisees, distributors and agents, including disputes over post-termination restraints and goodwill.

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13

Mediation and negotiated settlement

Structured settlement of disputes where the commercial relationship is worth preserving or where the cost of a contested hearing exceeds the realistic recovery. Court-annexed mediation is now a standard feature of Kenyan civil procedure.

The law that applies

The Kenyan framework a commercial dispute runs through

Which forum hears your dispute, how long it takes and what it costs are largely determined before the dispute arises — by the contract, and by the statutes below. These are the provisions that most often decide the shape of a commercial matter in Kenya.

Arbitration Act, No. 4 of 1995

Governs arbitrations seated in Kenya and the recognition of awards. A court must stay court proceedings brought in breach of a valid arbitration agreement, and the grounds for setting an award aside are deliberately narrow — an award is not appealable simply because the tribunal got the commercial analysis wrong.

The Arbitration (Amendment) Bill 2025, published by the NCIA, proposes an Arbitral Court, statutory recognition of emergency arbitrators and rules on third-party funding. It remains a Bill and is not yet law.

Companies Act, No. 17 of 2015

Sets out directors' duties, shareholder remedies including the unfair-prejudice petition and the derivative claim, and the statutory machinery for company decision-making. Most shareholder disputes are argued on this Act read together with the company's articles and any shareholders' agreement.

Insolvency Act, No. 18 of 2015

Provides administration, liquidation and voluntary arrangement procedures, and governs creditor ranking. It also introduced rescue mechanisms intended to preserve a viable business rather than break it up, which changes the calculation for a creditor deciding how aggressively to proceed.

Civil Procedure Act (Cap 21) and the Civil Procedure Rules

Governs pleadings, interlocutory relief, discovery and execution in the civil courts, and provides for court-annexed mediation. Commercial matters above the Magistrates' Courts' limits are heard in the Commercial and Tax Division of the High Court.

Small Claims Court Act, 2016

Provides a fast, low-cost forum for money claims within its pecuniary limit, with a procedure designed to conclude matters quickly. For low-value B2B debt it is frequently the commercially correct route rather than the High Court.

Pecuniary jurisdiction: KES 1,000,000 (section 12(3)).

New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards

Kenya is a contracting state, so an award made in another contracting state is enforceable here subject only to the limited refusal grounds in the Convention and the Arbitration Act. This is the practical reason cross-border commercial contracts involving Kenyan parties so often choose arbitration over litigation.

This page describes the legal framework in general terms and is not legal advice. Legislation and regulator practice change; the position below was reviewed on 26 August 2026. Advice on your own circumstances requires an engagement with the firm.

Who we act for

Who we act for in commercial disputes

  • Companies and their boards

    Facing or bringing a claim that is material to the balance sheet, and needing a view on provisioning, disclosure and whether to fight or settle.

  • Shareholders and investors

    Locked in a governance dispute, excluded from information or management, or holding a stake in a company whose value is being eroded by the conduct of others.

  • Founders and business partners

    Separating from a co-founder or partner where the arrangements were informal and the ownership of the business, its clients and its IP is contested.

  • Lenders and financiers

    Enforcing security, recovering facilities in default, or protecting a position where a borrower has entered insolvency proceedings.

  • Suppliers, distributors and contractors

    Owed money on delivered goods or completed works, or defending a termination that puts a significant revenue line at risk.

  • Foreign parties with Kenyan exposure

    Holding a contract governed by Kenyan law or an award that needs enforcing here, and needing local counsel who can act without a long orientation period.

Tell us what the dispute is actually about

Send us the contract and a short account of what has happened. We will come back with a view on the merits, the likely forum, and what pursuing it is realistically worth.

How we work

How a commercial dispute runs with us

  1. 01

    Position assessment

    We read the contract, the correspondence and the governing clauses before advising. The output is a written view of the merits, the realistic recovery, and the forum the contract commits you to.

  2. 02

    Strategy and costs

    A route recommendation with a costs estimate against it — demand, mediation, arbitration or proceedings — including our view of the counterparty's likely response and their ability to pay.

  3. 03

    Conduct of the matter

    Running the claim or defence: pleadings, evidence, interlocutory applications, tribunal appointment where relevant, and settlement negotiation kept live in parallel throughout.

  4. 04

    Recovery and enforcement

    A judgment or award is not money. We plan enforcement against identified assets, and where recovery is not realistic we say so before further costs are incurred.

Common questions

Questions we are asked most

Should a commercial dispute go to arbitration or to court in Kenya?

Usually the contract has already decided: a valid arbitration clause obliges the court to stay proceedings brought in breach of it. Where you genuinely have a choice, arbitration offers confidentiality, a tribunal with sector expertise and an award that is straightforward to enforce across borders under the New York Convention. Litigation offers a public judgment, a right of appeal and no tribunal fees. For a domestic dispute against a Kenyan counterparty with Kenyan assets, litigation is often cheaper; for cross-border matters, arbitration usually is.

How long does a commercial dispute take in Kenya?

It depends heavily on forum. A Small Claims Court matter is designed to conclude within months. An arbitration is driven by the tribunal's timetable and the parties' cooperation, and is generally more predictable than court. Contested commercial proceedings in the High Court can run for years once appeals are taken into account. We give a realistic range for your specific matter at the outset, because the timeline usually affects the settlement decision more than the merits do.

What can I do about a customer who will not pay?

Establish first whether the debt is genuinely disputed or simply unpaid, because the routes diverge completely. For an undisputed debt, a formal demand followed by a statutory demand is often enough, and a claim within KES 1,000,000 can go to the Small Claims Court. Where the debt is disputed, it is a contract claim and needs to be run as one. In both cases we look at the debtor's asset and solvency position first — there is little commercial sense in obtaining a judgment against a company that cannot satisfy it.

I am a minority shareholder being shut out. What are my options?

The Companies Act, 2015 provides remedies including a petition on the ground of unfair prejudice and, where the wrong is done to the company itself, a derivative claim brought on the company's behalf. Practical steps often come first: a formal request for access to statutory records and financial information frequently changes the dynamic. What is available to you depends on the articles, any shareholders' agreement and your shareholding, so this needs specific advice rather than a general answer.

Can a foreign arbitral award be enforced in Kenya?

Yes. Kenya is a party to the New York Convention, and an award from another contracting state is recognised and enforceable here on application to the High Court. The grounds for refusing enforcement are narrow and procedural in character — matters such as invalidity of the arbitration agreement, want of proper notice, or the award exceeding the scope of the submission. A losing party cannot resist enforcement merely by arguing the tribunal reached the wrong conclusion.

What does it cost to bring a commercial claim?

Court filing fees in Kenya are assessed on the value of the claim, so a high-value claim carries a meaningful upfront cost before any legal fees. Arbitration replaces filing fees with tribunal and institutional fees, which are usually higher at the outset but can be recovered in the award. We provide a costs estimate against the recommended route before you commit, and we will tell you where the likely recovery does not justify the spend.

Legal insights

Further reading on business dispute resolution

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Tell us what the dispute is actually about

Send us the contract and a short account of what has happened. We will come back with a view on the merits, the likely forum, and what pursuing it is realistically worth.

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