John Ndegwa Maina & 11 others v John Ndun’gu Mwaura & another [2020] KEELC 2311 (KLR)
The bottom line
#Kenyan land buyers who paid for plots through an agent won their land; the registered owner cannot evict them because a constructive trust protects their purchase.
What this practically means
#Executive summary
#Key legal issues
#Whether breach of the agency contract by the agent defeated the purchasers' rights
No - the agency agreement expressly benefited the third-party purchasers, who could enforce it notwithstanding the agent's breach; a constructive trust arose in their favour
The court found an express agency contract between DW1 and PW1 creating privity of contract. Relying on the doctrine of third-party enforcement where a contract expressly benefits a third party, the court held the purchasers presumptively entitled to enforce the agreement. The agent's partial sale with authority bound the principal; the subsequent transfer to the 2nd Defendant could not defeat the purchasers' rights, and a constructive trust arose in their favour.
Whether new issues (limitation and illegality) raised in submissions could be determined
No - parties are bound by their pleadings and evidence at variance with pleadings must be disregarded
The Defendants introduced in submissions the claims that the Plaintiffs' suit was time-barred and that the sale agreements were void for illegality. The court, relying on IEBC v Stephen Mutinda Mule and Adetoun Oladeji, held parties cannot depart from their pleadings, as this deprives the other side of the opportunity to meet the new situation.
Whether a court may rewrite a contract
No - a court cannot rewrite a contract between parties; parties are bound by its terms absent coercion, fraud or undue influence
Guided by National Bank Kenya Ltd v Pipeplastic Samsolit (K) Ltd, the court reiterated that it cannot rewrite contracts and that parties are bound by their contractual terms unless they prove coercion, fraud or undue influence in the procurement of the contract.
Legal principles established
#- A principal is liable on an agent's contract where the agent acted with express, implied or apparent authority
- A contract that expressly benefits a third party gives rise to a presumption that the parties intended the third party to have a right of enforcement
- A transaction of this nature creates a constructive trust in favour of purchasers who paid the purchase price
Court orders
#- 1.Declared that the Defendants are not entitled to evict the Plaintiffs from title No. Sipili/Donylop Block/2/757 (Mutukanio) as the same is held in trust on their behalf
- 2.Granted an order for dissolution of the said trust and transfer to the Plaintiffs their respective entitlements out of the title, and in default the Court's Deputy Registrar to execute all necessary documents to facilitate subdivision and transfer
- 3.Granted the Plaintiffs the costs of the suit and Counter-claim plus interest thereon at Court's rate
- Jurisdiction invoked
- Original jurisdiction of the Environment and Land Court under the Environment and Land Court Act over disputes relating to title and possession of land
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "John Ndegwa Maina & 11 others v John Ndun’gu Mwaura & another [2020] KEELC 2311 (KLR)", Case Analysis (2020). Not stated in judgment (Plaint dated 18th February 2019). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2020/2311/eng@2020-06-03
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.