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ELCPartially AllowedNot stated in judgment as provided (Plaint dated 28th December 2012; amended 21st April 2022)· [2025] KEELC 568 (KLR)

Skyview Properties Limited & another v Njoroge & 4 others (Environment & Land Case 605 of 2012) [2025] KEELC 568 (KLR)

Environment and Land Court
13 February 2025
7,547 words in judgment
View original judgmentRead on Kenya Law Watch case
AI-assisted case brief
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The bottom line

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A Kenyan court ruled that apartment developers must hand over the land title to the residents' management company, including basement units, which belong to everyone.

What this practically means

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Executive summary

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The Plaintiffs, developers of twenty apartments on LR Nos. 209/8879/9 and 209/8879/10, Nairobi, sued for a declaration that they own three basement units, a permanent injunction against the Defendants, and general damages for trespass. They had sold sixteen apartments under long-term leases, retained four, and refused to transfer the reversionary interests to the 5th Defendant management company, claiming the basement units were never leased and were not common areas. The Defendants counter-claimed for an order compelling transfer of the reversionary interests, surrender of the original title deeds, a declaration that the basement units are common areas, and general damages for breach of agreement. The court framed five issues and found that Clause 4(e) of the lease required the manager to purchase the reversionary interest at NIL consideration within sixty days of registration of all leases, rendering the Plaintiffs' objection about unagreed consideration escapist. Applying the Sectional Properties Act, 2020, the court held the Plaintiffs were obliged to transfer the reversionary interests, register sectional plans and surrender the titles. On the basement units, the lease transferred the land with all buildings and improvements to the manager; the basement units were never offered for sale, did not appear in the sectional plan, and were intended as workers' quarters and a store, so they form part of the common property. The Plaintiffs' suit was dismissed entirely. The Defendants' counter-claim succeeded except for general damages, which were disallowed as unrecoverable for breach of contract. Costs of both the suit and counter-claim were awarded to the Defendants.

Key legal issues

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01

Obligation to transfer reversionary interests to the management company

Holding

The Plaintiffs are contractually and statutorily obligated to transfer the reversionary interests over the two parcels to the 5th Defendant; the lease itself contained the consideration (NIL) and timeline, and the Sectional Properties Act, 2020 mandatorily applies

Reasoning

Clause 4(e) of the lease required the manager to purchase the reversionary interest within 60 days of registration of all leases at NIL consideration. The Plaintiffs' claim that consideration was unagreed contradicted their own pleadings admitting willingness to transfer. Since long-term sub-leases conferring ownership of apartments were issued, Section 13(2) of the Sectional Properties Act, 2020 mandatorily required conversion, reinforcing the duty to transfer and register sectional plans.

02

Whether the three basement units form part of the common areas

Holding

The three basement units form part of the common property of the estate to be managed by the 5th Defendant

Reasoning

The lease transferred the land together with 'the buildings and improvements thereon' to the manager; nothing in the lease reserved the basement units to the Plaintiffs. The units were never offered for sale, were not in the sectional plan, were intended as workers' quarters and a store, and the Plaintiffs' abandonment of them and failure to pay electricity showed they treated them as common property.

p. 13
03

General damages for breach of agreement

Holding

General damages are not recoverable for breach of contract

Reasoning

Relying on Kenya Tourist Development Corporation v Sundowner Lodge Limited and Dharamshi v Karsan, the court reiterated the settled position that general damages are not allowable in claims for breach of contract, such an award amounting to duplication of quantified damages.

p. 13
04

Costs of the suit and counter-claim

Holding

Costs follow the event; the successful Defendants are awarded costs of both the suit and the counter-claim

Reasoning

Under Section 27 of the Civil Procedure Act costs follow the event unless good reasons exist. Citing Mayfair Holdings v Ahmed and Ritter v Godfrey, the court held the discretion must be exercised judicially; absent special circumstances, a successful litigant receives costs.

p. 14

Legal principles established

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  • General damages are not recoverable in cases of alleged breach of contract
  • Costs follow the event unless the court, exercising its discretion judicially, has good reasons to order otherwise
  • Where a developer sells units under long-term sub-leases with a management company to hold the reversionary interest, the developer is bound to transfer the reversionary interest including all buildings and improvements at the agreed consideration (NIL)

Court orders

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  1. 1.The Plaintiffs' case is dismissed in its entirety
  2. 2.Declaration that the three basement units within L.R. No. 209/8879/9 and 209/8879/10 comprise in lease number 52787/1 constitute the common areas to be managed and administered by the 5th Defendant, Scenic Court Management Company Limited
  3. 3.Order directing the Plaintiffs to execute all necessary documents and transfer the reversionary interests over the two properties to the 5th Defendant within 30 days, failing which the Deputy Registrar of the court is authorized to sign and execute the necessary deed of transfer
  4. 4.Order directing the Plaintiffs to surrender the original title documents of the two properties to the 5th Defendant within 30 days, failing which the Chief Land Registrar shall act in accordance with Section 13 of the Sectional Properties Act, 2020
  5. 5.Costs of the suit and counter-claim awarded to the Defendants against the Plaintiffs

Authorities

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Legislation

  • Sectional Properties ActSections 6, 7, 13, 13(2), 43
  • Land Registration ActSection 54(5)
  • Civil Procedure ActSection 27

Cases cited (6)

  • Rehman -vs- Luhar
    (Environment and Land Case No. 10 of 2016) {2022} KEELC 13714 (KLR)(28th September 2022)
  • Kenya Tourist Development Corporation -vs- Sundowner Lodge Limited
    (2018) eKLR
  • Dharamshi –vs- Karsan
    (1974) EA 41
  • Mayfair Holdings limited –vs- Ahmed
    (1990) eKLR
  • Ritter –vs- Godfrey
    (1920) 2KG 47
  • Janet Wangari Muhoro and 5 others -vs- Susan Nyambura Wachira
    Milimani ELCMisc. 270 of 2017
Jurisdiction invoked
Original civil jurisdiction of the Environment and Land Court over land parcel disputes (LR Nos. 209/8879/9 and 209/8879/10)

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, "Skyview Properties Limited & another v Njoroge & 4 others (Environment & Land Case 605 of 2012) [2025] KEELC 568 (KLR)", Case Analysis (2025). Not stated in judgment as provided (Plaint dated 28th December 2012; amended 21st April 2022). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/568/eng@2025-02-13

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