John Guchu Njoroge v Mboi Kamiti Farmers Company Limited [2019] KEELC 4041 (KLR)
The bottom line
#A Kenyan court ordered a company to transfer 46 Ruiru land parcels to a buyer, holding it held them in trust under an irrevocable Power of Attorney.
What this practically means
#Executive summary
#Key legal issues
#Whether the Power of Attorney was irrevocable
The Power of Attorney was irrevocable because it was given for valuable consideration, coupled with an interest in the subject property, and expressly stated to be irrevocable; the Defendant could not revoke it or transfer the suit lands.
The Court adopted the definition of a power coupled with an interest from Black's Law Dictionary, 8th Edition, and the decision in CCB v MIB & Another. Since the power was donated in the context of a sale for value, it was not held for the benefit of the principal. From 25th July 2007 only the Plaintiff had power to deal with the suit properties.
Whether the sale agreement was valid
The sale agreement was valid and enforceable, satisfying Section 3(3) of the Law of Contract Act, and was supported by a certified Board resolution dated 5th June 2007.
The agreement contained the parties' names, property descriptions, purchase price and conditions, and was signed and witnessed, meeting the test in Nelson Kivuvani v Yuda Komora & Another. The Defendant's allegation that the directors who signed were not genuine was unsupported by any evidence.
Whether the Defendant held the suit properties in trust for the Plaintiff
The Defendant held the suit properties in trust for the Plaintiff from the date of the Power of Attorney, the parties' intention being that the properties be transferred to the Plaintiff.
Relying on Section 25 of the Land Registration Act, which subjects a proprietor's rights to trusts, and Rose Naswa Masinde v Lillian Nekesa Simiyu, the Court held that a trust may be implied to give effect to the parties' intention, as evidenced by the valid sale agreement and the irrevocable Power of Attorney.
Whether the Plaintiff was entitled to the prayers sought
The Plaintiff proved his case on a balance of probabilities and was entitled to the prayers sought.
The Defendant, though served and aware of hearing dates, neither appeared nor called evidence, leaving the Plaintiff's evidence uncontroverted. Applying Section 107 of the Evidence Act, the Court found the Plaintiff had discharged the burden of proof on the required standard.
Legal principles established
#- A Power of Attorney is irrevocable where it is given for valuable consideration, is coupled with an interest, and expressly states that it is irrevocable.
- Where a party fails to adduce evidence, its pleadings remain unsubstantiated statements of fact and the opposing party's evidence stands uncontroverted.
- A trust may be implied from the intention of the parties, and a registered proprietor holds land subject to any trust notwithstanding the indefeasibility of title under Section 25 of the Land Registration Act.
- An agreement for sale of land containing the parties' names, property description, purchase price, conditions and signatures attested by witnesses amounts to a valid contract satisfying Section 3(3) of the Contract Act.
Court orders
#- 1.Declaration that the Defendant, as at 2007, held legal title in respect of the 46 enumerated Ruiru/Kiu Block 4 properties as trustee for the Plaintiff (prayer (a))
- 2.Injunction restraining the Defendant, its members, servants, employees, agents, assignee or any party claiming under them from trespassing, entering, alienating, dealing, charging, transferring or interfering with the Plaintiff's quiet possession of the suit properties (prayer (b))
- 3.Order directing the Defendant to sign and deliver all documents necessary to transfer the enumerated properties to the Plaintiff (prayer (c))
- 4.Order directing that the said properties be transferred to the Plaintiff (prayer (d))
- 5.Costs of the suit to the Plaintiff (prayer (e))
- Jurisdiction invoked
- Original civil jurisdiction of the Environment and Land Court over disputes relating to land (not expressly cited in the judgment)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "John Guchu Njoroge v Mboi Kamiti Farmers Company Limited [2019] KEELC 4041 (KLR)", Case Analysis (2019). Not stated in the judgment (Thika ELC suit). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2019/4041/eng@2019-03-22
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.