Company & another v Kimani (Environment and Land Appeal E030 of 2024) [2026] KEELC 3744 (KLR)
The bottom line
#The Environment and Land Court upheld a Tribunal order requiring landlords to refund Kshs. 500,000 to a tenant, ruling it was a rent deposit, not goodwill.
What this practically means
#Executive summary
#Key legal issues
#Nature of the Kshs. 500,000/= payment - refundable rent deposit or goodwill
The payment was a refundable rent deposit made in connection with the tenancy; the Appellants' goodwill claim was a bare assertion unsupported by any documentary evidence
The fact of payment was proved by certified bank statements showing an RTGS transfer on 21st October 2015 to the account of James Gichure Kionga, who executed the lease for the 1st Appellant. The Appellants produced no goodwill agreement, receipt, acknowledgement or sale of business evidence. The parol evidence rule was not violated because the payment was not a term of the written agreement. On a balance of probabilities, the Respondent's version prevailed.
Whether liability could be imposed on the Appellants, particularly the 2nd Appellant, for a payment received by the late James Gichure Kionga
No error: the claim was founded on the landlord-tenant relationship, and the payment was received through the person who acted for and represented the landlord
The claim arose from the tenancy relationship, not a personal transaction with the 2nd Appellant. The person who received the funds executed the lease on behalf of the 1st Appellant and dealt with the Respondent on tenancy matters. The Appellants, on whom Sections 109 and 112 of the Evidence Act placed the burden of proving the funds were received wholly outside the company's affairs, adduced no such evidence, so the Tribunal was entitled to infer the payment was received on behalf of the landlord.
Legal principles established
#- A first appellate court must re-evaluate the evidence and draw its own conclusions while making allowance for not having seen or heard the witnesses
- Where the issue is the character of a payment not expressly addressed in a written agreement, the tribunal may consider surrounding circumstances and documentary evidence without violating the parol evidence rule
- A party asserting that a payment constituted goodwill bears the burden of proving that assertion, and a bare assertion unsupported by documents cannot discharge that burden
- Where facts are peculiarly within a party's knowledge, the burden of proving them rests on that party, and failure to adduce evidence permits an adverse inference
Court orders
#- 1.The appeal is dismissed
- 2.The ruling and orders of the Business Premises Rent Tribunal delivered on 12th November 2021 in Nairobi BPRT Tribunal Cause No. 986 of 2019 are upheld
- 3.The Respondent shall have the costs of the appeal
- On appeal from
- Business Premises Rent Tribunal (BPRT)
- Nairobi BPRT Tribunal Cause No. 986 of 2019
- Jurisdiction invoked
- First appellate jurisdiction over the Business Premises Rent Tribunal
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Company & another v Kimani (Environment and Land Appeal E030 of 2024) [2026] KEELC 3744 (KLR)", Case Analysis (2026). ELCA E030 OF 2024. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3744/eng@2026-06-18
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.