Nderitu v Heritage Properties Limited & 2 others
The bottom line
#Kenya's Environment and Land Court confirmed it can hear a property buyer's claim even where the deal started as a company investment.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether, having regard to the pleadings and the reliefs sought, this Court has jurisdiction to entertain the Plaintiff's suit
Key legal issues
#Whether the ELC has jurisdiction over a suit rooted in a project-investment agreement later converted into agreements for sale of villa units
The court held it has jurisdiction because the parties mutually converted the initial investment into an agreement for sale of land, and the plaintiff seeks specific performance of that sale together with registered titles
The court applied the predominant purpose test. Although the first agreement was an investment agreement conferring 10% preferential shareholding and 30% per annum returns, the parties formalised a conversion of the investment into a deposit towards purchase of two villa units on 4th May 2020. The relief now sought is specific performance of the sale and delivery of titles, a land transaction within Article 162(2)(b) and Section 13(2) of the ELC Act, notwithstanding the shareholding prayers.
Legal principles established
#- Jurisdiction is a threshold issue which must be determined at the earliest opportunity
- Mere connection with land does not confer jurisdiction on the ELC; the cause of action and dominant issue must be examined
- Where parties convert an investment into an agreement for sale of land and specific performance of that sale is sought, the claim falls within ELC jurisdiction under Article 162(2)(b) and Section 13(2) of the ELC Act
Court orders
#- 1.The court is persuaded that it has the requisite jurisdiction to hear and eventually determine this suit
- 2.The court will proceed to give appropriate direction on the pending application accordingly
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Article 162(2)(b) of the Constitution and Section 13 of the Environment and Land Court Act, No. 19 of 2011
Quotable passages
#Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.
Jurisdiction is everything. Without it, a court has no power to make one more step.
The mere fact that a dispute has some connection with land does not, without more, confer jurisdiction upon the Environment and Land Court.
The court is persuaded that it has the requisite jurisdiction to hear and eventually determine this suit.
The court will therefore proceed to give appropriate direction on the pending application accordingly. Orders accordingly.
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Nderitu v Heritage Properties Limited & 2 others", Case Analysis (2026). Environment and Land Case E123 of 2026. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/5702/eng@2026-09-22
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.