Flow Farm Limited v Organics 4 Orphans International (Thive for Good East Africa) (Environment and Land Case E034 of 2025) [2025] KEELC 7213 (KLR)
The bottom line
#The court temporarily blocked a land repossession, but only because the buyer committed to clear all unpaid instalments within 30 days.
What this practically means
#Executive summary
#Key legal issues
#Prima facie case for temporary injunction
The applicant raised an arguable question whether the rescission and repossession notice complied with the law, satisfying the prima facie threshold
The court found that whether the termination notice under Clause 5.1 of the addendum and the repossession notice complied with statutory requirements under the Land Act raised an arguable question. The applicant did not dispute the earlier breach, but the lawfulness of the termination notice itself remained contested.
Irreparable harm and balance of convenience
Eviction before trial would cause loss not readily compensable, and the balance of convenience favours maintaining the status quo
The court reasoned that if the termination notice were effected and the applicant evicted before the suit was heard, the loss would be difficult to quantify. Maintaining the status quo pending full hearing best preserves the subject matter, subject to the applicant meeting outstanding payment obligations.
Effect of unclean hands on equitable relief
Equitable relief was granted but conditioned on the applicant curing its default
The respondent argued the applicant came to equity with unclean hands after breaching the contract despite extensions. The court accepted the clean-hands principle but balanced it against the arguable illegality of the termination notice, granting relief only on conditions requiring the applicant to clear pending instalments and rent.
Jurisdiction over unconscionability claims in land sale contracts
The court has jurisdiction under Sections 40 and 42 of the Land Act to examine punitive or unconscionable terms in the addendum agreement
Sections 40 and 42 of the Land Act render inoperative contractual terms that conflict with those statutory protections. The court held this empowers it to examine whether the addendum's penalty clauses were oppressive, unconscionable, or a departure from the first agreement, a question for the full hearing.
Legal principles established
#- Courts do not rewrite contracts but enforce them as written unless vitiated by illegality, fraud, undue influence, public policy or unconscionability
- A person approaching equity must fulfil all or substantially all outstanding obligations before insisting on rights
- The court, by dint of Sections 40 and 42 of the Land Act, has jurisdiction to examine whether an addendum agreement suffers from unconscionability or punitive terms
Court orders
#- 1.Temporary injunction granted restraining the defendant from enforcing the agreement dated 9/8/2024, including taking possession of L.R. No. 2116/1090 (IR No. 57922), pending hearing and determination of the suit
- 2.Injunction conditional upon the applicant clearing all pending monthly instalments and rental payments up to date within 30 days from the date of the ruling; in default the orders shall lapse
- Jurisdiction invoked
- Sections 38, 150, 39, 40, 41 and 42 of the Land Act; Section 101 of the Land Registration Act; Section 13 of the Environment and Land Court Act; Order 40 Rules 1 and 2 of the Civil Procedure Rules as read with Section 63(a) of the Civil Procedure Act
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Flow Farm Limited v Organics 4 Orphans International (Thive for Good East Africa) (Environment and Land Case E034 of 2025) [2025] KEELC 7213 (KLR)", Case Analysis (2025). Application dated 2/7/2025 in a suit filed 23/7/2025 (ELC Kitale). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/7213/eng@2025-10-22
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.