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ELCStruck OutEnvironment & Land Case (suit as per judgment; filed by Plaint dated 13th April, 2023)· [2025] KEELC 21 (KLR)

Thiani v Kedong Ranch Limited (Environment & Land Case 87 of 2024) (Environment and Land) [2025] KEELC 21 (KLR)

Environment and Land Court
16 January 2025
MOM.C. Oundo
13,264 words in judgment
View original judgmentRead on Kenya Law Watch case
AI-assisted case brief
·~53 min to read original · ~4 min brief

The bottom line

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Kenya's Environment and Land Court struck out a Kshs 452 million land suit because the Power of Attorney behind it was never registered.

What this practically means

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Executive summary

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The Plaintiff, a shareholder of the Defendant company, sued by Plaint dated 13th April 2023 seeking declarations and quashing orders against the Defendant's moderation of bids for the sale of LR 10854/309 Naivasha (44.4 acres) to shareholders, an order directing that the entire parcel be offered to her as the highest bidder at Kshs. 452,880,000/=, and alternatively a refund of her Kshs. 45,288,000/= deposit plus interest. The Defendant maintained the invitation of 14th February 2023 was an invitation to treat, that its Board was entitled to moderate and allocate the sale pro rata to shareholding (allocating 42.08 acres to Newell Holdings Ltd and 2.32 acres to the Plaintiff), and that the Public Procurement and Asset Disposal Act did not apply to a private company. The suit was prosecuted through a specific Power of Attorney dated 13th April 2023 executed in favour of Advocate Eliud Nganga Njoroge. The court framed five issues, beginning with the validity of that Power of Attorney. Holding that a power of attorney dealing with immovable property must be registered under the Registration of Documents Act, and that the unregistered instrument executed abroad was a nullity, the court found the donee Advocate lacked capacity and locus standi. Everything filed under it, including the Plaint, was invalid. The court declined to determine the remaining substantive issues and struck out the suit with costs to the Defendant on 16th January 2025.

Key legal issues

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01

Validity of the unregistered specific Power of Attorney

Holding

The Power of Attorney executed outside Kenya and not registered within two months of arrival in Kenya was a nullity; the donee Advocate had no locus standi and the Plaint was incompetent

Reasoning

The court examined sections 4, 9 and 18 of the Registration of Documents Act, section 44(4) of the Land Registration Act and section 116 of the repealed Registered Land Act, and held that a power of attorney touching land must be registered. No evidence showed registration. Relying on Francis Mwangi Mugo v David Kamau Gachango and other authorities, it found the donee lacked capacity, so everything filed under the unregistered instrument, including the Plaint, was invalid.

p. 21
02

Whether the other substantive issues (invitation to treat, conflict of interest, procurement laws, legitimate expectation) fell for determination

Holding

The court declined to determine them because the threshold issue of capacity disposed of the suit

Reasoning

Having struck down the Power of Attorney, the court held that the donee could claim no rights under the representative authorization unless and until it was registered. All other framed issues were left undecided, making the disposition purely threshold-based rather than merits-based.

p. 22

Legal principles established

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  • A specific power of attorney allowing the donee to deal with immovable property, executed outside Kenya, must be registered under the Registration of Documents Act before the donee can purport to act; an unregistered one is a nullity
  • Lack of locus standi goes to the root of the suit, is not a mere technicality, and cannot be cured by Article 159(2)(d) of the Constitution

Court orders

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  1. 1.The suit is struck out with costs to the Defendant

Authorities

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Legislation

  • Registration of Documents ActSections 4, 9, 18
  • Land Registration ActSection 44(4)
  • Registered Land Act (repealed)Section 116
  • Constitution of KenyaArticle 159(2)(d)

Cases cited (8)

  • Francis Mwangi Mugo v David Kamau Gachango
    [2017] eKLR
  • In re Estate of Abdulkadir Musse Farah (Deceased)
    (Succession Cause 691 of 2019) [2023] KEHC 19010 (KLR)
  • Micheal Waweru Ngene v Dorothy Ikamba Muturi
    [2012] eKLR
  • Etiang v Uyoga & 3 others
    (Environment & Land Case 259 of 2007) [2022] KEELC 3851 (KLR)
  • Alfred Njau & Others v City Council of Nairobi
    [1982-88] 1 KAR 229
  • Virginia Edith Wamboi Otieno v Joash Ochieng Ougo & Another
    (1982-99) 1 KAR
  • Morjaria v Abdalla
    [1984] KLR 490
  • Trouistik Union International & Another v Jane Mbeyu & Another
    Civil Appeal No. 145 of 1990
Jurisdiction invoked
Original jurisdiction of the Environment and Land Court over land disputes (first-instance civil suit by Plaint)

Key timeline

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Practical implications

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Frequently asked questions

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Cite this brief

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Cite this brief

Caselaw, "Thiani v Kedong Ranch Limited (Environment & Land Case 87 of 2024)  (Environment and Land) [2025] KEELC 21 (KLR)", Case Analysis (2025). Environment & Land Case (suit as per judgment; filed by Plaint dated 13th April, 2023). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/21/eng@2025-01-16

Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.