Stima Investment Co-operative Society v Njenga & 3 others (Sued as the Administrators and/or the Personal Representatives of the Estate of Wambui Njenga (Deceased)) (Environment & Land Case E020 of 2022) [2025] KEELC 1199 (KLR)
The bottom line
#A Kenyan court ordered estate administrators to complete a Kshs. 75 million land sale after refusing to transfer the property, but declined to award general damages.
What this practically means
#Executive summary
#Key legal issues
#Validity of the sale and variation agreements
Both the sale agreement dated 25th April 2016 and the variation agreement dated 21st June 2019 were valid, satisfying Section 3(3) of the Law of Contract Act
The court perused the sale agreement produced in evidence and found it met the statutory criteria: it was in writing, signed by all parties, and duly attested by a witness. The variation agreement was also validly executed and attested, having been signed by the deceased's son under a registered Power of Attorney.
Breach of contract by the Defendants
The Defendants committed a fundamental breach by refusing to complete the transaction and by the restriction placed on the property
The Plaintiff had honoured its obligations by paying Kshs. 63,436,000 of the purchase price. Correspondence from July 2021 showed the Plaintiff had been following up on completion documents in exchange for the balance. A completion notice issued on 23rd November 2021 went unheeded, and the property bore a restriction. The refusal to complete evidenced a fundamental breach.
Specific performance
Specific performance was justified as the Plaintiff had made substantial payments, was willing to complete, and damages would not adequately compensate
Relying on Kivungi v Mangenge and Openda v Ahn, the court noted specific performance is discretionary and that payment or tender of the purchase price is a condition precedent. The Plaintiff had paid Kshs. 63,436,000, remained willing to pay the balance of Kshs. 11,564,000, and the property remained the subject matter of the contract, so damages would not suffice.
General damages for breach of contract
General damages were declined as a matter of settled principle
Citing Regnoil Kenya Limited v Karanja and the underlying authorities (Total (Kenya) Limited v Janevams Limited, Dharamshi v Karan), the court held general damages are not awardable for breach of contract because such damages are quantifiable and not at large. The Plaintiff's remedy lay in specific performance, which was granted.
Legal principles established
#- A contract for the disposition of an interest in land must be in writing, signed by all parties, and signatures attested by a witness to be enforceable under Section 3(3) of the Law of Contract Act
- A breach of contract occurs when a party, without lawful excuse, fails or refuses to perform what is due under the contract
- Specific performance is a discretionary remedy but one to be exercised judicially, and a condition precedent is that the purchaser must pay or tender the purchase price
- General damages cannot be awarded for breach of contract because damages arising from breach are quantifiable and not at large
- Courts cannot re-write a contract for the parties; the duly executed agreement is to be referred to as it is
Court orders
#- 1.A declaration that there is a valid contract between the Plaintiff and the Defendants
- 2.A declaration that the Defendants are in breach of the terms of the sale agreement and the variation agreement
- 3.An order of specific performance directing the Defendants to provide unencumbered completion documents and execute the requisite transfer documents within 30 days of the judgment
- 4.In default, the Deputy Registrar of the Court to execute the requisite transfer documents of property Kajiado/Kaputiei North/29456 in favour of the Plaintiff
- 5.Costs of the suit to be borne by the Defendants
- Jurisdiction invoked
- Original civil jurisdiction of the Environment and Land Court over a suit relating to land parcel Kajiado/Kaputiei North/29456
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Stima Investment Co-operative Society v Njenga & 3 others (Sued as the Administrators and/or the Personal Representatives of the Estate of Wambui Njenga (Deceased)) (Environment & Land Case E020 of 2022) [2025] KEELC 1199 (KLR)", Case Analysis (2025). Not stated in the judgment. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/1199/eng@2025-03-13
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.