Court orders Heineken to post Sh1.47bn guarantee for Ngugi Kiuna

Heineken wanted to put up Sh100 million ($770,000). A Nairobi court said that was not going to be enough.

The High Court in Nairobi ruled on March 2, 2026, that Heineken International B.V. must deposit a bank guarantee of Sh1.47 billion ($11.4 million) in favour of Ngugi Kiuna’s Maxam Limited before the Dutch brewer can proceed with a fresh appeal challenging the payout it owes the Kenyan businessman. The court suspended enforcement of the award on that condition, meaning if Heineken fails to post the guarantee within 21 days, Maxam is free to go ahead and enforce the decree.

The ruling puts a sharp price on Heineken’s continued resistance. The brewer and its Kenyan subsidiary, Heineken East Africa Import Company, had gone to court on Nov. 24, 2025, asking for a stay of execution pending an appeal they intend to file. They offered a Sh100 million bank guarantee. The court was not persuaded that figure was adequate.

“In the event that the appeal is successful, these funds shall be made available to the appellant,” the court said. It added that allowing a guarantee smaller than the full award would force Maxam to launch separate enforcement proceedings to recover the balance, an outcome it said would “greatly prejudice the respondent.”

The underlying award came on Nov. 7, 2025, when Maxam was granted Sh1.799 billion plus 14 percent interest for breach of its expectation of a long-term exclusive distribution arrangement with Heineken. The court also awarded Maxam Sh86 million in legal costs.

The dispute goes back more than a decade. Heineken East Africa Import Company appointed Maxam as its exclusive distributor of Heineken products in Kenya under an agreement that took effect on May 1, 2013. The deal was structured to run three years, with provisions for renewal and termination. On Jan. 27, 2016, Heineken International, acting for its local subsidiary, sent a termination notice seeking to end the arrangement on May 1, 2016.

The termination notice turned out to be legally fatal for Heineken. The letter was issued on a “without prejudice” basis, and courts at multiple levels found that those two words rendered it inadmissible as a valid notice of termination under the terms of the distribution agreement. The Court of Appeal, in upholding the original High Court award in May 2024, said the termination did not legally take place and that Maxam was entitled to damages for the loss it suffered.

Maxam went to court when the termination was issued, arguing it had sunk significant investment into the business based on a legitimate expectation of a continuing relationship. It initially secured interim orders blocking Heineken from terminating or appointing other distributors, but those orders were lifted in 2017 and the brewer moved on to new distributors. Heineken and its subsidiary have consistently denied wrongdoing, maintaining that the termination was lawful and that Maxam assumed the commercial risk on its own investment.

The case has wound through the Kenyan courts for nearly a decade, at one point reaching the Supreme Court, where a five-judge bench led by Chief Justice Martha Koome dismissed Heineken’s attempt to suspend the award in October 2024 on the grounds that the matter did not raise constitutional questions.

Ngugi Kiuna founded Maxam in 2006 after a long career in consumer goods and beverages, including 16 years as CEO of industrial hygiene firm Johnson Diversey. He was among the 29 founder members of infrastructure and investment firm TransCentury and has also served as chairman of BOC Kenya, where he holds a significant stake. His son Gachao Kiuna left a banking career abroad to help run Maxam. Despite the scale of his legal victories, Kiuna has cultivated a reputation as a low-profile operator, once telling an interviewer that Maxam was effectively the only business he came to work at every morning.