Licinus Investments Limited v Maurizio Dalpiaz [2020] KEELC 3765 (KLR)
The bottom line
#A Kenyan court ordered a land seller to complete a sale after 15 years, ruling a company cannot use its own internal failures to escape a valid contract.
What this practically means
#Executive summary
#Key legal issues
#Validity of the sale agreements executed by one director without the company's seal
The agreements were valid and binding; the Plaintiff's own director testified confirming the Plaintiff entered into them
Although the Plaintiff's seal was not affixed, the director who executed the agreements (Pietro Cannobio) testified as PW1 and confirmed the company entered into the agreements to sell Portion 'A' at Kshs 10,000,000/-. His assertion that the Defendant failed to pay, rather than that the agreements were void, confirmed their existence. The court therefore held the agreements valid and binding on the parties.
Whether the Defendant paid the purchase price
The Defendant paid the purchase price if not in full then substantially, fulfilling his obligations under both agreements
The second agreement expressly confirmed receipt of Kshs 4,000,000/- and provided for payment of the Kshs 6,000,000/- balance into the joint advocate's trust account. The Defendant transferred Euros 60,142 to Sachdeva & Company Advocates, and in Mombasa HC Misc Application No. 51 of 2017, Njoki Mwangi J found the firm received 60,000 Euros. The belated claim of a shortfall was unsupported by evidence of the exchange rate.
Breach of the agreements
It was the Plaintiff, not the Defendant, who breached the agreements by failing to process the transfer after receiving payment
There was evidence that the Defendant fully complied with his obligations by paying the deposit and depositing the balance with the advocates as agreed. There was no evidence that the Plaintiff made any attempt to process title in the Defendant's name. The Plaintiff instead repudiated the transaction two years later, seeking cancellation and refund rather than completion.
The Defendant's Counterclaim
The Counterclaim was proved on a balance of probabilities, warranting specific performance
Having found the agreements valid and binding and that the Defendant performed his obligations, the court found the Counterclaim proved on a balance of probabilities. The court granted specific performance compelling completion within 90 days, with the Deputy Registrar empowered to execute the transfer documents in default, and awarded the Defendant costs of both the suit and Counterclaim.
Legal principles established
#- A party who by agreement confirms receipt of part of the purchase price is estopped from denying that payment
- A party cannot rely on its own failure to obtain requisite consents under a Grant to escape a sale agreement where it received the purchase price
Court orders
#- 1.An order of specific performance compelling the Plaintiff to comply with the agreements dated 24th November 2004 and 28th September 2006 and to execute all necessary documentation and take all necessary steps to complete the transaction within 90 days
- 2.In default of compliance, the Deputy Registrar of the Court to execute all necessary documents to ensure transfer of the property to the Defendant's name
- 3.The Defendant shall have the costs of the Plaintiff's suit as well as that of the Counterclaim
- Jurisdiction invoked
- Suit originally filed at the High Court at Mombasa as Civil Suit No. 60 of 2008 and transferred/determined at Malindi
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Licinus Investments Limited v Maurizio Dalpiaz [2020] KEELC 3765 (KLR)", Case Analysis (2020). Civil Suit No. 60 of 2008. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2020/3765/eng@2020-01-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.