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The Court of Appeal at Nairobi, in Civil Appeal No. NAI E923 of 2024, delivered a judgment on November 21, 2025, concerning an appeal by Cytonn Investment Management PLC. against the Official Receiver. The appeal challenged the rulings and orders of the High Court (A. Mabeya, J.) delivered on July 31, 2024, in Insolvency Petition No. E063 of 2021.

Cytonn’s appeal was primarily motivated by the High Court Judge’s alleged demonstration of prejudgment and bias, specifically by making “prejudicial remarks” suggesting that the appellant’s activities were “akin to fraud.” The appellant sought a declaration that “no determination of fraud has been made against any registered Cytonn related entity or their promoters,” and consequently, that they are not to be considered fraudulent entities.

The appeal was founded on two grounds:

1. The Judge allegedly erred in concluding, despite the lack of pleading, investigation, or determination of a fraud claim, that the appellant’s activities and those of its promoters amounted to a “scheme akin to fraud.”
2. The Judge allegedly erred in determining that the appellant and its promoters engaged in fraudulent conduct, a finding the appellant believed was biased and based on personal opinion rather than evidence.

The Court of Appeal addressed these grounds by referencing its own prior decision in a related consolidated appeal, Civil Appeal No. E091 of 2024 (Consolidated with Civil Appeal Nos. Nai. E092, E093, E094 & 103 of 2024), involving Cytonn Investments Partners Sixteen LLP & 3 Others v The Official Receiver.

In the prior, related judgment, the Court of Appeal had agreed with the respondent, noting that the High Court Judge had “chose his words carefully” by stating that the companies were involved in a scheme “which was akin to a fraud,” and that this was “not the same thing as saying that they two entities were involved in fraud.” The Court of Appeal found that, when looked at “wholistically,” the Judge could not be faulted for arriving at this conclusion.

The Court of Appeal then recounted the facts that led to the High Court’s conclusion:

• The companies were collecting finances from the investing public into various ‘baskets.’
• The collected amount would be ‘loaned’ to Special Purpose Vehicles (SPVs), which were themselves established by the 3rd appellant (in the related case) and Edward Dande.
• The ‘loan’ was supposed to be secured by legal charges on the projects identified by the SPVs, but this was not done.
• When the two entities encountered financial difficulties, the principals sought court protection through an Administration Order.
• The proposed Administrator, who had a prior undisclosed relationship with the entities, ultimately recommended winding up, concluding the entities could not be sustained as going concerns.

Based on these circumstances, the Court of Appeal in the related matter concluded that the High Court Judge could not be faulted for finding that the manner in which the entities were conducting themselves “was akin to fraud.” Crucially, the prior judgment affirmed that because there was “no express finding of fraud,” the stringent standard of proof required for findings of fraud was not applicable.

Applying this finding directly to the present appeal, the Court of Appeal determined that the precedent established in the consolidated appeals effectively resolved the two grounds raised by Cytonn Investment Management PLC. Consequently, the court found it unnecessary to elaborate further, concluding that the appeal “fails and is dismissed with costs.”

The judgment was delivered by a Coram of Justices Kiage, Jamila Mohammed, and Odunga.