Crest Properties Limited & another v First Quantum Holdings Limited [2020] KEELC 2283 (KLR)
The bottom line
#A Nairobi court found a buyer fraudulently took two properties without paying, and ordered it to pay Kshs.46 million or lose the transfers.
What this practically means
#Executive summary
#Key legal issues
#Breach of contract for sale of land
The defendant breached the sale agreement by paying only Kshs.15,500,000 out of Kshs.61,500,000, leaving Kshs.46,000,000 unpaid
The court found an agreement for sale dated 16th August 2010 existed for Kshs.61,500,000. The defendant paid Kshs.15,500,000 through its director Caroli Omondi, leaving a balance of Kshs.46,000,000 which was never paid. Non-payment of the balance constituted a breach of the agreement, entitling the plaintiffs to general damages and specific performance compelling payment.
Fraudulent transfer of the suit properties
The transfers of the suit properties to the defendant were fraudulent and illegal, including forgery of a director's signature
The plaintiffs alleged the defendant forged Pamela Sethi's signature on the transfer documents and effected the transfers without paying the purchase price. The defendant did not enter appearance or file a defence, so the particulars of fraud were unchallenged. PW1 testified Mrs. Sethi was out of the country at the material time. The court found the case proved on a balance of probabilities and declared the transfers fraudulent and illegal.
Quantum of damages in absence of valuation evidence
General damages for breach of contract assessed at Kshs.500,000 where the court received no guidance on quantum
The plaintiffs were entitled to general damages for breach of the sale agreement. No valuation or other evidence was led to guide the court on quantum. The court exercised its discretion and awarded Kshs.500,000 as reasonable general damages for the breach.
Legal principles established
#- Failure to pay the agreed balance of the purchase price constitutes a breach of the sale agreement entitling the vendor to damages
- Uncontroverted evidence, including unchallenged particulars of fraud, is proved on a balance of probabilities
Court orders
#- 1.A permanent injunction restraining the defendant, its agents and servants from alienating, selling or disposing of LR No. 209/8786/2 Industrial Area, Nairobi and LR No. 209/9482 Dandora, Nairobi
- 2.A declaration that the transfer of LR No. 209/8786/2 Industrial Area, Nairobi and LR No. 209/9482 Dandora was fraudulent and illegal
- 3.An order for specific performance compelling the defendant to pay the balance of the purchase price of Kshs.46,000,000 with interest at court rates from November 2011 until payment in full; in the alternative, cancellation of the transfers of the two properties
- 4.General damages for breach of contract of Kshs.500,000
- 5.Costs of the suit with interest
- Jurisdiction invoked
- Article 162(2)(b) of the Constitution (Environment and Land Court jurisdiction) - implied by the court's subject matter; no express provision cited
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Crest Properties Limited & another v First Quantum Holdings Limited [2020] KEELC 2283 (KLR)", Case Analysis (2020). ELC Suit No. 754 of 2012. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2020/2283/eng@2020-05-28
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.