Star Flowers International BV, Star Flowers (K) Ltd & Another v Mohammed Hassanali Abdulla & Another
The bottom line
#Your actions, not just your signature, can create a legally binding contract in Kenya.
What this practically means
#Executive summary
#Key legal issues
#Whether an enforceable contract existed despite the unsigned sale agreement
Yes - the defendants' conduct in making payments before and after the completion date, paying the landlord, marketing flowers and installing software demonstrated intention to proceed; they were estopped from reneging and were in breach
The MOU set negotiations in motion and the sale agreement was never signed. However, the defendants admitted making payments before and after the 30 September 2008 completion date, paid the landlord, organised overseas marketing through Lake Flowers, and installed software. The court found such conduct inconsistent with a claim that the transaction had lapsed for delay, and held the defendants estopped from reneging and in breach of the contract.
Whether plaintiffs were entitled to damages for breach of contract
No - plaintiffs did not come to court with clean hands as they contributed to the delay and benefited from the defendants' funding of the farm
The court found the plaintiffs failed to comply with set timelines and delayed availing audited accounts, contributing to doubt about the company's soundness. The defendants' injection of funds boosted production and helped resolve the farm's financial challenges, enabling its later sale. The plaintiffs therefore benefited from the defendants' contributions and were denied damages.
Whether defendants were entitled to reimbursement under the counterclaim
Yes - judgment for Euro 378,629.38, as the payments to suppliers and the landlord assisted the plaintiffs to continue running the farm and the plaintiffs did not show the payments benefited the defendants
The court accepted as undisputed that the defendants injected funds into the flower farm and paid debts totalling Euro 378,629.38, which PW2 confirmed. The payments to suppliers enabled the plaintiffs to keep running the farm, and the plaintiffs failed to demonstrate that those payments benefited the defendants. Reimbursement of all monies paid to keep the plaintiffs' farm running was therefore ordered.
Legal principles established
#- An agreement need not be in writing or any special form unless statute expressly provides; a binding contract may be formed where consideration is present and acceptance has been offered
- A contract may be accepted by the conduct of a party (Brodgen principle)
- A party whose conduct demonstrates willingness to proceed with a transaction despite the completion date passing is estopped from reneging on the transaction
Court orders
#- 1.Plaintiffs' claim for damages for breach of contract against the defendants dismissed
- 2.Defendants' counterclaim allowed; judgment entered for the defendants for a sum of 378,629.38 Euros
- 3.Interest on the judgment sum from the date of judgment till payment in full
- 4.Each party to bear own costs
- Jurisdiction invoked
- Original civil jurisdiction of the High Court (contract/counterclaim suit by plaint)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Star Flowers International BV, Star Flowers (K) Ltd & Another v Mohammed Hassanali Abdulla & Another", Case Analysis (2020). . Source:
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.