Masila & another v Lukenya Ranching and Farming Co-operative Society Limited & another (Environment and Land Appeal 75 of 2017) [2025] KEELC 2885 (KLR)
The bottom line
#The High Court dismissed the appeal because a handwritten change to a 1985 land sale agreement was never signed by both parties, so it had no legal effect.
What this practically means
#Executive summary
#Key legal issues
#Validity of the alleged amendment to the Sale Agreement extending the sale to Membership No. 460
The alteration was rejected as it was hand-inserted in a different font and line spacing, not countersigned by the parties, and only bore the advocate's signature against it
The court perused the original agreement and found clause 1 of paragraph 3 had been altered to include 'the membership of the said Co-operative Society', with different typing and line spacing. The forensic document examiner (DW2 Emmanuel Kenga) confirmed the inserted words came from a different machine. The alteration was neither countersigned nor witnessed, so it could not be a valid and legally binding amendment.
Whether the Appellants proved their claim on a balance of probabilities
The Appellants failed to discharge the evidential burden; the Tribunal did not err in dismissing their claim
Relying on Sections 107, 108 and 109 of the Evidence Act, the court held that he who asserts must prove. The purchase price in the agreement was for Plot No. 417 only and no shares were mentioned; the additional plots were allocated long after the agreement, so the vendor could not have sold what he did not then own. The Appellants failed to prove the alleged fraudulent allotments.
Role of a first appellate court
This being a first appeal, the court's duty is to re-evaluate, re-assess and re-analyse the evidence and reach its own conclusions, guided by Mbogo v Shah
The court restated that on a first appeal it must re-evaluate the evidence on record and decide whether the conclusion reached by the tribunal was sound, giving reasons either way, and will not interfere with the exercise of discretion by an inferior tribunal unless the decision is clearly wrong or based on a misdirection.
Legal principles established
#- An alteration to a written contract must be countersigned or otherwise assented to by the parties to be enforceable
- The burden of proof lies on the party asserting a fact, and a claimant must prove their case on a balance of probabilities
- Courts will not rewrite contracts between parties; parties are bound by their terms unless coercion, fraud or undue influence are pleaded and proved
Court orders
#- 1.The appeal is dismissed with costs
- On appeal from
- Co-operative Tribunal
- Co-operative Tribunal Case Number 297 of 2006 Nairobi
- Jurisdiction invoked
- First appeal from the Award and Decree of the Co-operative Tribunal to the High Court
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Masila & another v Lukenya Ranching and Farming Co-operative Society Limited & another (Environment and Land Appeal 75 of 2017) [2025] KEELC 2885 (KLR)", Case Analysis (2025). High Court Civil Appeal (from Co-operative Tribunal Case No. 297 of 2006, Nairobi). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/2885/eng@2025-03-25
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.