Kaoyeni Enterprise Limited v Unifresh Exotics (K) Limited (Environment & Land Case 428 of 2017) [2022] KEELC 3222 (KLR)
The bottom line
#A Kenyan court stripped a land buyer who paid only a quarter of the price, awarding the seller Kshs. 80.9 million in profits plus possession of the farm.
What this practically means
#Executive summary
#Key legal issues
#Breach of the sale and supplementary agreements
The Defendant was in breach for failing to pay the balance of the purchase price past the extended completion date
The purchase price was Kshs. 24,260,346 with only about Kshs. 6,250,000 paid by the extended completion date of 31st December, 2016. The Defendant remained on the land cultivating sugarcane and failed to remedy default despite notice. The court applied the express contractual terms and declined to imply conditions precedent in the Defendant's favour.
Validity of the rescission notice
The notice dated 16th August, 2017 was properly served and effective
The court accepted the Plaintiff's evidence that the notice was sent by email and a hard copy delivered to the Defendant's offices, in line with the notice clause permitting service by email. The Defendant's objection was dismissed as semantics since completion documents were only deliverable upon full payment.
Mesne profits
Mesne profits awarded as claimed, per the uncontroverted expert evidence
The Plaintiff's agricultural economist assessed profits from sugarcane grown on the land from 2014. The Defendant's criticisms of the report were raised only in submissions, not evidence, and no counter-expert was engaged, so the evidence stood uncontroverted and the court awarded mesne profits as prayed.
Legal principles established
#- Courts cannot re-write contracts for parties nor imply terms not in the contract
- A vendor in possession of land by a defaulting purchaser may rescind and resume possession or obtain a court order under sections 39 and 41 of the Land Act
- Mesne profits require proof of wrongful possession
Court orders
#- 1.Declaration that the Defendant breached the two sale agreements dated 14th May, 2015 and 30th April, 2016
- 2.Declaration that the contract stands rescinded and the Defendant is in wrongful possession of the suit land
- 3.Order granting the Plaintiff the right to take immediate possession of the suit land together with improvements
- 4.Order for mesne profits of Kshs. 80,906,000.00 from 15th August, 2014 until the Plaintiff regains possession
- 5.Award of damages for breach of the contract of sale
- 6.Order that all monies paid pursuant to the sale stand forfeited
- 7.Ninety (90) days notice under Section 151E of the Land Act for the Defendant to vacate the suit land leaving improvements behind
- 8.Order to the Officer In Charge of Diani Police Station, Ukunda to ensure compliance
- 9.Costs of the suit and interest at court's rate to the Plaintiff
- Jurisdiction invoked
- First-instance civil suit under the Law of Contract Act (Cap. 23) and the Land Act, No. 6 of 2012; Environment and Land Court jurisdiction
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Kaoyeni Enterprise Limited v Unifresh Exotics (K) Limited (Environment & Land Case 428 of 2017) [2022] KEELC 3222 (KLR)", Case Analysis (2022). Not stated in the judgment text provided. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2022/3222/eng@2022-05-24
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.