SBS Dunhill Group (East Africa) Limited v Shah & others & 3 others (Environment and Land Case E112 of 2023) [2025] KEELC 8679 (KLR)
The bottom line
#A Kenyan court threw out both sides' claims in a Senteu Plaza lease dispute because the lease contained a dead man's signature and no purchase promise.
What this practically means
#Executive summary
#Key legal issues
#Whether the plaintiff's internal board resolution of 12th June 2017 was binding on the defendants and gave rise to a legitimate expectation to purchase Senteu Plaza
Not binding. The resolution was internal, not referenced in the lease or license agreements, and there was no express purchase clause; subsequent correspondence showed the purchase was subject to the defendants' decision, which was declined.
The court examined the lease dated 1st October 2017 and found no reference to the board resolution. Agreements are drafted and exchanged through legal representatives, and had the resolution been intended to bind, it would have been expressly included. Correspondence of November 2022 showed the defendants decided not to sell, and the plaintiff's own letters sought the purchase only subject to the defendants' agreement.
Whether the plaintiff was entitled to the reliefs sought in the amended plaint
No. Given the dated discrepancies and the signature of Ajeet Kumar (deceased 24th April 2018) on the lease, the agreement's execution was fraudulent and the plaintiff could not enforce it.
The court noted discrepancies in execution dates and that the lease appeared to bear the signature of a director who had died before the signing date. It concluded the signature, if any, was fraudulent and that on a balance of probabilities the plaintiff was not entitled to the orders sought, including specific performance, declarations and damages.
Whether the defendants were entitled to the reliefs in their counterclaim (vacant possession, rent arrears, mesne profits, service charge)
No. A court cannot enforce a fraudulent agreement; since the lease bore a deceased person's signature, claims arising from it were not legally enforceable, and the counterclaim failed.
Although the plaintiff was in rent arrears before eviction, the court held that enforcement of sums under a lease procured by a fraudulent signature was impermissible. Both parties had failed to establish their cases on a balance of probabilities, so both the plaint and counterclaim were dismissed with no order as to costs.
Legal principles established
#- A court can only enforce legally binding agreements; a party cannot benefit from a claim founded on a fraudulent instrument.
- Terms not expressly incorporated into a written lease do not bind the counterparty merely by internal corporate resolutions of the other party.
Court orders
#- 1.The amended plaint dated 22nd May, 2024 is dismissed.
- 2.The amended counterclaim dated 9th July, 2024 is dismissed.
- 3.Each party to bear their own costs.
- Jurisdiction invoked
- Original civil jurisdiction over the land dispute (not expressly stated in the judgment extract)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "SBS Dunhill Group (East Africa) Limited v Shah & others & 3 others (Environment and Land Case E112 of 2023) [2025] KEELC 8679 (KLR)", Case Analysis (2025). Not stated in the judgment. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/8679/eng@2025-12-11
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.