Manohar Singh Sagoo & 1 other v Caroline Njeri Mwicigi & 3 others

The completion dates under both the 28th June, 2005 agreement and the alleged 1st November, 2005 agreement had long expired when the notice was issued. The purchaser's advocate repeatedly gave undertakings to complete but admitted in writing that he had not been placed in funds. Even if the notice had been waived, the appellants were never in a position to pay the balance, so the transfer was procured through deceit and the vendor was entitled to rescind.

The appellants relied on authority that a party issuing a completion notice must be ready, able and willing to complete. The court held that although the rates clearance certificate given on 8th November, 2005 expired, the material fact was that the appellants had been given the original certificate of title, a duly signed transfer and a valid clearance certificate which lapsed in the 2nd respondent's hands. The delay in completing the transaction was solely attributable to the appellants, who lacked the funds.

The 2nd respondent gave a professional undertaking to hold the balance of the purchase price when he had not been placed in funds, which induced the vendor's advocates to release the title and completion documents. His later letter of 26th November, 2005 admitted he was not in funds, exposing the earlier undertaking as false. Presenting the transfer for registration on 19th December, 2005 after the notice expired and without funds was callous and unprofessional, and the apparent stamping irregularities further undermined the appellants' credibility.