Abdalla v Hassan & 16 others (Environment and Land Case 210 of 2021 & E183 of 2019 (Consolidated)) [2026] KEELC 3829 (KLR)

The agreements were in writing, signed and witnessed, satisfying Sections 3(3) of the Law of Contract Act and 38(1) of the Land Act. Payment acknowledgements totalling Kshs. 19,093,000/= were produced, and duly appointed administrators participated in the transactions, mitigating Section 45 of the Law of Succession Act concerns. The Defendants, having accepted payment and litigated to compel release of titles, could not prove fraud or a conclusive statutory bar rendering the contracts void ab initio.

The agreements required vacant possession upon full payment. Failure to hand over titles breached the vendor's fundamental duty. The withdrawal of the suit against the 16th Defendant placed the Defendants in a position where they could not perform, amounting to repudiatory breach and collusion, since they retained the purchase price without transferring the shares.

The Plaintiff's proprietary rights arose from the sale agreements and payment of consideration, not the collateral suit. The Defendants' withdrawal merely demonstrated unwillingness to enforce their own rights against the 16th Defendant; it did not negate their contractual obligations to the Plaintiff and instead underscored breach and collusion.

Fraud must be distinctly alleged and proved to a standard above a balance of probabilities. The Plaintiff produced no direct evidence of fraudulent misrepresentation, forgery or deceit, and administrators were involved in the transactions, so outright illegality was not conclusively proved. However, accepting substantial sums, acknowledging sale, failing to transfer and withdrawing the collateral suit constituted unconscionable conduct amounting to breach of trust.

The Defendants executed written agreements representing they were selling their undivided shares; the Plaintiff relied on these assurances, paid the purchase price and expected transfer. Denying ownership after such reliance would unjustly enrich the Defendants. Equity acts on the conscience of the legal owner to prevent unconscionable conduct defeating the common intention of the parties.

Specific performance is discretionary but was warranted because the Plaintiff performed his obligations and damages would not suffice, given payment of the full purchase price. The permanent injunction was justified on the Giella principles, proprietary rights under threat constituting a prima facie case. General damages were awarded to vindicate proprietary rights given deprivation of possession, though no rental evidence was tendered.