Inside 16-year battle for St Mary's hospital handled by over 10 judges

For more than a decade and a half, the story of St Mary’s Mission Hospital has played out less like a tale of charity and healing, and more like an exhausting courtroom drama.

What began as a mission to provide healthcare to the poor has morphed into a bitter, protracted legal battle involving property titles, corporate control, religious vows, and clashing egos — dragging before it more than 10 judges across multiple courts.

In one of the most touching moments of the saga, Environment and Land Court Judge Justice Sila Munyao appeared to step beyond the cold language of the law and speak directly to the hearts of the warring parties.

“I ask the parties to sit back, reflect on all that they have gone through, assess what they have achieved together, forget the bitter fights in and outside court, embrace each other, and push forward with one mission, that of developing the best healthcare for the poor,” Justice Munyao stated in a judgment dated September 28, 2017.

He urged them to revisit the Christian values they professed, warning that pride and ego had no place in a mission meant to serve the vulnerable. “Egos need to be deflated. No one should feel they have lost by backing down to accommodate the other. There is of course no place for pride,” stated Judge Munyao.

Yet even as those words echoed in the courtroom, they marked not the end — but the beginning of another chapter in the dispute between missionary doctor William Charles Fryda and the Assumption Sisters of Nairobi (ASN). At the centre of the dispute are prime properties in Lang’ata, Elementaita and Sagana—land on which St Mary’s Mission Hospitals stand. Justice Munyao ruled that the properties, then registered in the name of Assumption Sisters of Nairobi Registered Trustees, be transferred to St Mary’s Mission Hospitals, a company limited by guarantee, to be held under a charitable trust.

The purpose was clear, the land and facilities were to be used strictly for developing, maintaining and operating hospitals aimed at serving the poor. Any other use, the court warned, was null and void. ASN was directed to relocate or discontinue activities inconsistent with that purpose.

Crucially, while the court placed ownership and management of the hospitals under the company, it declined to permanently restrain Fryda from interfering in hospital operations. Instead, it ordered Fryda and the nuns to agree on his position within the hospitals — an instruction that, in hindsight, proved easier said than done. Barely weeks after the judgment, Fryda moved to the Court of Appeal seeking to stop execution of the lands court. On November 6, 2017, he asked for a stay and temporary orders to restrain the nuns from implementing the decision.

In February 2018, appellate judges D K Musinga, Fatuma Sichale and S ole Kantai dismissed his application as lacking merit. Still, they acknowledged the toll of the drawn-out battle and ordered that Fryda’s appeal be heard on a priority basis to bring the dispute to a final close.

At the time, ASN filed an application in the Environment and Lands Court in Nakuru on November 6, 2017 seeking break-in orders and police assistance to enforce the judgment.

ASN noted that despite the judgment and dismissal of the order of stay pending appeal, Fryda had failed to cede possession of the hospitals in issue. On November 23, 2017, the court allowed the application.

On September 25, 2020, another bench of the Court of Appeal—Justices Asike-Makhandia, K M’Inoti and A K Murgor—partially allowed Fryda’s appeal. They ruled that while the properties were not held in trust for Fryda personally, they were held by ASN on behalf of St Mary’s Mission Hospital Nairobi. The judges ordered that the properties be transferred to the company and held for the benefit of the less privileged. Fryda, ASN and the company were directed to jointly oversee the handover, ensuring the company was fully vested with ownership and management.

Once again, the court insisted that any use of the properties outside healthcare for the poor was invalid, directing ASN to discontinue such activities—including those by Regina Pacis University College.

Even after these appellate directions, conflict persisted. In March 2021, ASN and the hospital returned to the Environment and Land Court, seeking orders to compel Fryda to release original title deeds, cheque books and accounting records.

Fryda denied holding the documents, insisting they were with his lawyers pending transfer, and claiming he lost access when the nuns took over hospital operations in late 2017 and early 2018.

Fryda challenged the court’s jurisdiction to hear the application. In November 2023, Justice Anthony Ombwayo agreed, ruling that the court lacked jurisdiction and dismissing the nuns’ application. By then, the battleground had shifted again—from land and titles to the internal governance of the company itself.

Who controls the company?

On July 28, 2024, Fryda moved to the High Court seeking the court’s intervention in the membership of the company. He sought orders restraining Sister Teresia Ndeto from making any changes to the Company’s membership or directorship and also restrain the Registrar of Companies from recording any such changes in the official register.

He sought reinstatement of an entry showing Ndeto had resigned as a director and member, and asked for leave to nominate new subscribers to the company’s Memorandum and Articles of Association.

Fryda argued that changes made between 2011 and 2022 violated the Companies Act and the company’s own rules. He claimed Ndeto’s resignation letter was improperly addressed, unsupported by resolutions, and linked to meetings of a different entity altogether.

Ndeto objected, arguing Fryda lacked capacity and that his request to nominate subscribers contravened the law. She maintained that while she resigned as a director, she never resigned as a subscriber.

Justice Wayua Mongare in a detailed ruling, found that Ndeto had indeed resigned as a director and that, having done so, she lacked the legal capacity to appoint new directors.

The court emphasised that statutory declarations presented to the Registrar of Companies carry legal weight and cannot be casually disowned. It further clarified that St Mary’s Mission Hospital, being a company limited by guarantee, has no shareholding—meaning resignation ends all stake in the company.

Justice Mongare ruled that Fryda, despite not being a formal member, had a legitimate interest in the company. His role as promoter, combined with previous court orders directing him to jointly oversee the handover, gave him standing under the Companies Act.