Odero & 2 others (Suing as the office bearers of Lakeland Welfare Club) v Raget & 4 others (Environment & Land Case 41 of 2015) [2024] KEELC 4841 (KLR)
The bottom line
#A Kenyan court dismissed land buyers' suit because they failed to pay the full purchase price on time, while the new owners' titles were protected.
What this practically means
#Executive summary
#Key legal issues
#Which party breached the agreement of sale
The plaintiffs breached the agreement by failing to pay the full purchase price of Kshs. 4,950,000/- within the 90-day completion period, leaving Kshs. 35,000/- unpaid even at filing of suit
The completion date was 29th December 2010, by which only Kshs. 2,400,000/- had been paid. Payments continued to 7th August 2013, nearly three years later, still leaving a balance. No agreement extending time or offsetting Land Control Board expenses of Kshs. 71,000/- was proved.
Entitlement to specific performance
Refused; plaintiffs were in breach and the suit properties no longer exist, having been consolidated into Plot No. 1129
Specific performance is discretionary and equitable; a party in breach cannot invoke it. Further, since rectification of the 2nd and 3rd defendants' registration was refused, the 1st defendant has nothing to transfer, making the remedy practically unavailable.
Rectification of registers and indefeasibility of the 2nd and 3rd defendants' titles
Rectification refused; the 2nd and 3rd defendants were bona fide purchasers for value without notice of the plaintiffs' interest, and fraud was not proved against them
Under sections 24, 25, 26 and 80 of the Land Registration Act 2012 (and the analogous Registered Land Act provisions), registered titles are indefeasible save for fraud or misrepresentation to which the proprietor is party. Plaintiffs proved neither knowledge by the 2nd and 3rd defendants of the earlier sale nor their involvement in the provisional title obtained by the 1st defendant by false statements.
General and exemplary damages for breach of contract
Not payable; general damages lie only exceptionally for oppressive, high-handed, outrageous, insolent or vindictive conduct, which was not established
Damages for breach of contract are measured by Hadley v Baxendale principles and are special damages that must be pleaded and proved. The 1st defendant's conduct, including the false report to the Land Registrar for which she was convicted, was not found material to the contract issues before the court.
Costs
Costs follow the event and go to the 2nd, 3rd, 4th and 5th defendants; the 1st defendant is denied costs due to her criminal conviction for giving false information to a land registrar
Although the court found the 1st defendant's crime immaterial to the issues tried, awarding her costs would amount to condoning criminal conduct.
Legal principles established
#- A plaintiff in breach of a contract for the sale of land cannot obtain specific performance
- Fraud imputations against a registered proprietor must be proved to a standard heavier than a balance of probabilities
- As a general rule, general damages are not awarded for breach of contract; contract damages are special damages in the nature of restitution in integrum and must be pleaded and proved
- A title of a proprietor who acquired land for value in possession cannot be rectified absent knowledge of, or contribution to, the fraud or mistake
Court orders
#- 1.The plaintiffs' suit is dismissed
- 2.Costs of the suit awarded to the 2nd, 3rd, 4th and 5th defendants only; costs denied to the 1st defendant
- Jurisdiction invoked
- Original jurisdiction of the Environment and Land Court over disputes relating to title to land
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Odero & 2 others (Suing as the office bearers of Lakeland Welfare Club) v Raget & 4 others (Environment & Land Case 41 of 2015) [2024] KEELC 4841 (KLR)", Case Analysis (2024). Not stated in the judgment as provided. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2024/4841/eng@2024-06-19
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.