Sai Sports Limited v Narinder Singh Roopra, Surinder Singh Roopra, Kulwant Singh Roopra & Satnam Singh Roopra (trading as Motorways Construction)
The bottom line
#Kenya's Court of Appeal dismissed Sai Sports' Kshs. 77 million construction claim because no completion date was ever written into the contract.
What this practically means
#Executive summary
#Key legal issues
#Whether a completion date of 31st August 1995 was agreed
The trial Judge correctly rejected the claim that a completion date had been agreed; the letter to DFCK was to secure financing, not to fix a contractual term.
The contract was partly written and partly oral with no completion date in the respondents' bid, unlike other bidders who stated periods of 40-45 weeks. The 19th July 1995 letter was addressed to the appellant's financier, not the appellant, and was written long after work had commenced to facilitate release of funds. The delay complaint was first raised only in November 1995. The Judge's factual finding was amply supported and no basis for interference existed.
Consequence of no agreed completion date
In the absence of an agreed date, an implied term of completion within reasonable time applies; the Judge rightly so held.
Citing Hudson's Building and Engineering Contracts and Hick v Raymond & Reid, the Court endorsed the implied obligation to complete within reasonable time where no date is fixed, with reasonableness assessed against the circumstances actually existing during performance. The respondents' liability could not extend to the actual completion date in 1999 by successors who took far longer and encountered additional works.
Repudiation by eviction from site
The finding that the appellant prevented work at the residence was supported by the evidence; but breach as to the residence did not justify abandoning the factory works.
DW4 testified credibly that on 21st November 1995 the appellant's director stopped the workers at the residence. The Judge found this did not prevent work at the factory and that breach of one part did not entitle the respondents to treat the entire contract as breached. The Court declined to disturb this finding, noting no cross-appeal on severability.
Hedley Byrne duty of care
The claim fails; no specific representations were identified and the appellant, having engaged an architect and spending Kshs. 26 million, could not be said to have wholly relied on the respondents.
Hedley Byrne liability requires a special relationship founded on a positive representation. Neither the pleadings nor evidence identified what representations the respondents made. Both parties bore blame for failing to engage professionals, as the joint expert also found, upholding the equal apportionment of remedial costs of Kshs. 4,865,977.
Special damages heads of claim
The Judge adequately considered the principle underlying the claims; causation and remoteness under Hadley v Baxendale defeat them.
The claims for bank interest, rent, security, wages and professional fees were predicated on delay from a completion date never proved. The appellant's own financial difficulties contributed to the prolonged delay, and loan servicing was not shown to be pegged to completion as a contractual term. Losses outside the usual course and contemplation of the parties were irrecoverable.
Legal principles established
#- The Court of Appeal as a first appellate court will not normally interfere with a trial court's findings of fact unless they are unsupported by evidence, based on a misapprehension of the evidence, or the trial court acted on a wrong principle.
- Where a building contract specifies no completion date, an implied term to complete within a reasonable time applies, reasonableness being judged in the light of circumstances existing during performance.
- A party's letter to a financier undertaking a completion date is not, without more, evidence of a term of contract between the contracting parties.
- Liability for Hedley Byrne-type negligent misstatement requires proof of a positive representation or special relationship; it cannot rest on general reliance without identified representations.
Court orders
#- 1.The appeal is dismissed
- 2.Costs of the appeal are awarded to the respondents
- On appeal from
- High Court of Kenya at Nairobi, Milimani Law Courts, Commercial & Admiralty Division
- Commercial & Admiralty Division Case No. 2022 of 1996
- Jurisdiction invoked
- First appeal to the Court of Appeal under the Court of Appeal Rules (Rule 29 on the jurisdiction of the Court invoked by counsel); appeal from part of the High Court judgment and decree
Key timeline
#Practical implications
#Frequently asked questions
#Later judgments citing this (2)
#Judgments in the corpus that rely on this one. Where the Court said how it treated the authority, that is shown.
- Safmarine Kenya Limited v [Plaintiff/Respondent] & Another (Execution and related applications)[2020] KEHC 7837 (KLR)22 Jan 2020
- Safmarine Kenya Limited v [1st Defendant/Applicant & 2nd Defendant][2020] KEHC 8452 (KLR)22 Jan 2020
Cite this brief
#Cite this brief
Caselaw, "Sai Sports Limited v Narinder Singh Roopra, Surinder Singh Roopra, Kulwant Singh Roopra & Satnam Singh Roopra (trading as Motorways Construction)", Case Analysis (2018). Civil Appeal No. 33 of 2017. Source: https://new.kenyalaw.org/akn/ke/judgment/keca/2018/882/eng@2018-01-19
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.