Odwodi t/a Kamisafe Enterprises v Board of Management Chwele Girls High School (Civil Suit E030 of 2025) [2026] KEMC 644 (KLR)
The bottom line
#A Kenyan court refused to force a school to pay a supplier because both ignored public procurement law, so even with delivery notes and a debt admission, the claim failed.
What this practically means
#Executive summary
#Key legal issues
#Whether the supply contract complied with the Public Procurement and Asset Disposal Act
It did not; the Plaintiff produced LPOs, invoices and delivery notes but no tender documents, and the supply was in contravention of Article 227(1) of the Constitution and the Act
Procurement by a public entity must follow a statutory process: tender notice, bids, evaluation, notification of award and letter of award. The Plaintiff produced none of these. Authorities establish that a supplier has a statutory duty of due diligence to confirm the procuring entity has complied with the law. Absent such proof, both supplier and procuring entity breached the Act.
Whether an illegal procurement contract is enforceable
No; a contract in contravention of a statute is void and unenforceable under the ex turpi causa maxim
Courts will not enforce contracts in contravention of statutes where the claimant is implicated in the illegality, whether or not the defendant pleaded it. Section 5(1) of the PPADA ousts the Sale of Goods Act; conduct and acceptance of goods cannot validate supply to a public body outside the Act.
Whether the principal's admission of indebtedness revived the illegal contract
It did not; conduct cannot override constitutional and statutory procurement requirements
The letter of 22nd October 2024 was indeed an admission of indebtedness, but admissions and estoppel cannot convert an illegal contract into a legal one where public resources are involved; the duty to comply with the law lay on the supplier.
Whether equity and unjust enrichment could aid the Plaintiff
No; the Plaintiff did not come to equity with clean hands, having actively participated in the illegal contract
While equity is constitutionally elevated and the school's non-payment is a form of unjust enrichment, there is a greater public good in declining to enforce transactions contrary to statute; the doctrine cannot reward suppliers who collude in violating procurement laws.
Joinder of the 2nd Defendant (school committee)
The 2nd Defendant was improperly joined; school committees are not suable legal entities
Under the Basic Education Act, 2013, the Board of Management is the body corporate capable of suing and being sued; committees perform delegated functions and the BOM takes responsibility for their acts or omissions.
Legal principles established
#- Mere production of LPOs, delivery notes and invoices is not sufficient proof of a valid contract with a public entity; the supplier must also prove a compliant tendering process under the PPADA
- A supplier to a public body bears a statutory duty to ensure the contract complies with the PPADA; non-compliance renders the contract illegal and unenforceable
- A principal's admission of indebtedness or promissory estoppel cannot make an illegal procurement contract enforceable
- Unjust enrichment and equitable maxims cannot be invoked by a supplier who participated in breaching procurement law
- Public school committees under a Board of Management are not legal entities capable of being sued; the BOM, as a body corporate, is the proper defendant
Court orders
#- 1.The suit is dismissed
- 2.Each party to bear their own costs of the suit
- Jurisdiction invoked
- Original civil jurisdiction of the magistrates' court over the plaint (specific statutes: Public Procurement and Asset Disposal Act; Article 227(1) of the Constitution invoked on procurement)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Odwodi t/a Kamisafe Enterprises v Board of Management Chwele Girls High School (Civil Suit E030 of 2025) [2026] KEMC 644 (KLR)", Case Analysis (2026). Not stated in the judgment (Plaint dated 06th November 2024). Source: https://new.kenyalaw.org/akn/ke/judgment/kemc/2026/644/eng@2026-04-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.