Leo Gas Limited v Samwel Odongo & Joseph Ondiek Odongo (Interested Party)

approximately 0.7 Ha situated in Oyugis, Homa Bay County. This parcel was historically ancestral family land inherited by the Interested Party, Joseph Ondiek Odongo, from his late father, Odongo Omwodo. Through subsequent subdivisions, the land yielded various parcels, including LR WEST KASIPUL/KONYANGO KOKAL/2107, which was further subdivided into parcels 3369, 3370, and 3371. 3. The core controversy arose when the Interested Party leased parcel 3369 to Leo Gas Limited (the Appellant) on June 20, 2018, for a term of 30 years to establish an LPG cylinder refilling station—an agreement witnessed by the Respondent, Samwel Odongo (the eldest son of the Interested Party). Subsequently, the transaction transformed: the 1st Defendant/Interested Party purportedly converted the arrangement into an outright sale, selling parcels 3369 and 3371 to Leo Gas Limited. These two parcels were combined, transferred, and registered on December 23, 2021, under the name of Leo Gas Limited as LR WEST KASIPUL/KONYANGO KOKAL/3704 (measuring approximately 0.4 Ha), which absorption consumed parcel 3371—the very parcel upon which the Respondent maintained his homestead, business premises, and agricultural developments since 1992. 4. Aggrieved by these developments, the Respondent instituted Oyugis MCELC Case No. MCELC E071 of 2022, contending that his long-term, uninterrupted occupation created an overriding interest in the nature of a customary trust, rendering the subsequent sale, combination, and transfer illegal and unconstitutional. 5. In a Judgment delivered on May 28, 2026, the learned trial magistrate (Hon. S.O. Ongeri, SPM) found largely in favor of the Plaintiff/Respondent. The trial court upheld the customary trust claim, nullified the combination and title of parcel 3704, ordered a reversion to original titles 3369 and 3371, issued 2|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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a mandatory injunction against Leo Gas Limited to remove encroaching structures, and dismissed Leo Gas Limited’s Counter-Claim. 6. Dissatisfied, Leo Gas Limited filed E.L.C. Civil Appeal No. E30 of 2026, while the original Plaintiff, Samwel Odongo, filed a Cross-Appeal registered as E.L.C. Civil Appeal No. E32 of 2026. By court directions, both appeals were consolidated for hearing and determination as a single comprehensive cause. 2. Summary of Proceedings in the Lower Court A. The Plaintiff’s Case (Samwel Odongo as PW1) i. The Plaintiff testified that he is the first-born son of the Interested Party and his late wife Consolata Auma. ii. He stated that in 1992, having married and established a growing family, he requested and was granted a portion of the family land by his father on original parcel 599 (subsequently 2107) under Luo customary law. iii. He constructed his permanent homestead, established business premises fronting the Kisii-Kisumu Highway, and cultivated crops (maize, bananas, napier grass, and trees) on parcels 3370 and 3371. iv. He maintained that the clandestine subdivision into parcels 3369, 3370, and 3371, followed by the conversion of a 30-year lease into an outright sale of parcel 3371 without his consent, violated his overriding customary trust rights. v. He was supported by his wife, Mary Akoth Odongo (PW2), who corroborated the continuous family occupation since 1989/1992. B. The Defendants' Defense and Counter-Claim 3|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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i. Leo Gas Limited (DW1 - Musa Abdullahi Ali): Maintained that it was an innocent, bona fide purchaser for value without notice. It asserted that it purchased parcels 3369 and 3371 pursuant to a written sale agreement dated November 2020, backed by full valuable consideration of Kshs. 5,000,000 paid via cheques and bank deposits, and secured a clean, consolidated title (LR WEST KASIPUL/KONYANGO KOKAL/3704). Through its Counter-Claim, it sought vacant possession, protection under Article 40 of the Constitution, and damages for trespass. ii) The Interested Party (Joseph Ondiek Odongo as DW2): Supported the sale, testifying that he is alive, of sound mind, and possessed absolute proprietary autonomy. He averred that he had fully apportioned parcel 3370 to the Respondent as his rightful share (where the Respondent's home remains undisturbed) and that parcels 3369 and 3371 remained his independent property to lease and sell. He denied the existence of any enforceable customary trust over the sold parcels. C. Summary of Hon. S.O. Ongeri's Judgment i) The Plaintiff's Claim: The Plaintiff (Samwel Odongo) instituted the suit against the 1st Defendant (Joseph Ondiek Odongo, his father) and the 2nd Defendant (Leo Gas Limited), challenging the subdivision, transfer, and sale of family land (specifically concerning parcels like West Kasipul/Konyango Kokal/3370 and 3371). He argued that the transaction violated family rights and customary trust interests. ii) The Defense / Counter-Claim: Leo Gas Limited maintained that it was a bona fide purchaser for value without notice, having lawfully and procedurally purchased the suit property from the registered owner, backed by documentary evidence and substantial financial investment on the land. 4|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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iii)Core Findings by the Trial Magistrate: Hon. S.O. Ongeri found in favor of the Plaintiff, ruling that the family land was subject to overriding customary trust obligations that restricted unilateral alienation by the registered owner to the detriment of family members. The trial court determined that the transfer to Leo Gas Limited was irregular under the circumstances, rejecting the company's defense as a protected bona fide purchaser without notice. iv)Reliefs Granted: The Magistrate's Court dismissed the 2nd Defendant's Counter-Claim, protected the 1st Respondent’s customary trust rights over the property, and ruled in favor of the Plaintiff's prayers. 3. The Memoranda of Appeal and Issues for Determination A. The Appellant’s Grounds (E.L.C. Civil Appeal No. E30 of 2026) In its Memorandum of Appeal, Leo Gas Limited raised 23 comprehensive grounds, faulting the trial magistrate for: 1. Failing to properly evaluate, analyze, and weigh the totality of the evidence tendered by the Appellant during the trial. 2. Ignoring and failing to give due legal effect to the clear documentary evidence produced by the Appellant, including the valid sale agreement. 3. Failing to appreciate the concrete evidence demonstrating the full payment of the purchase price amounting to Kshs. 5,000,000 via cheques and direct deposits. 4. Failing to find and hold that the Appellant was a bona fide purchaser for value without notice who acquired its title cleanly, legally, and procedurally. 5. Misconstruing and misapplying the doctrine of customary trust to land parcels that were outside the Respondent’s allocated homestead share. 6. Failing to recognize the legal capacity and proprietary autonomy of a living 5|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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registered owner (the Interested Party) to deal with his unencumbered property. 7. Failing to consider that the Respondent had already been duly allocated parcel 3370, where his homestead and developments are securely established. 8. Undermining the indefeasibility of title provisions set out under Section 26 of the Land Registration Act, 2012. 9. Failing to protect the Appellant’s property rights and legitimate expectations under Article 40 of the Constitution of Kenya, 2010. 10. Reaching findings that implied irregularities or fraud without any cogent, strict, or convincing proof tendered by the Plaintiff in the lower court. 11. Holding in law that proper land administration procedures, consents, and official transfers completed through the land registry were legally nugatory. 12. Failing to properly analyze, evaluate, and uphold the Appellant’s CounterClaim, which was proved on a balance of probabilities. 13. Ordering the cancellation of title number LR WEST KASIPUL/KONYANGO KOKAL/3704, which was lawfully generated from the consolidation and transfer of parcels 3369 and 3371. 14. Misapplying the principles governing physical occupation and notice, failing to recognize that the Respondent's actual occupation was restricted exclusively to parcel 3370. 15. Ordering a reversion to original titles 3369 and 3371 in total disregard of valid commercial transactions and subsequent lawful registry records. 16. Overlooking the commercial and economic prejudice occasioned to a corporate investor that relied on clean registry searches before advancing consideration. 17. Shifting the evidentiary burden incorrectly onto the Appellant despite the Appellant having established a prima facie and complete defense and 6|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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counter-claim. 18. Issuing mandatory injunction orders against the Appellant, thereby obstructing its lawful use and quiet enjoyment of its registered property. 19. Failing to give due weight to the unequivocal testimony of the registered proprietor (DW2) confirming the validity of the sale and transaction. 20. Misdirecting himself on the application of binding judicial precedents concerning customary trusts and family land disputes. 21. Delivering a judgment that resulted in a grave miscarriage of justice and unjust enrichment of the Plaintiff at the expense of a lawful purchaser. 22. Condemning the Appellant to pay costs of the lower court suit despite the Plaintiff failing to establish a valid cause of action against the company. 23. Arriving at conclusions across the entire judgment that were completely unsupported by the weight of the evidence on record, thereby occasioning a total miscarriage of justice. B. The Respondent’s Grounds and Cross-Appeal (E.L.C. Civil Appeal No. E32 of 2026) In his Cross-Appeal, Samwel Odongo raised grounds arguing that the trial court erred by: a) Failing to award full general damages for trespass against the Appellant for encroaching onto parcel 3371. b) Omitting to issue comprehensive eviction and demolition orders covering the entirety of the disputed structures on the footprint. c) Failing to issue a mandatory order compelling the Interested Party to formally execute documentation transferring title 3370. 7|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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C. Issues for Determination From the pleadings, evidence, submissions, and the 23 specific grounds raised, the core issues crystallize as follows: 1. Whether the Respondent proved the existence of an enforceable customary trust over parcels 3369 and 3371 (subsumed in title 3704). 2. Whether Leo Gas Limited qualified as a protected bona fide purchaser for value without notice. 3. Whether the trial court erred in nullifying title 3704 and dismissing the Appellant's Counter-Claim, and the legal principles governing the process of title nullification. 4. Whether company registration, corporate capacity, and the necessity of a board resolution—as raised by counsel for the appellant in Appeal No. 32— vitiated the land transaction. 5. Whether the principles governing land allocation, customary allotment, and family property administration preclude the sale of parcels 3369 and 3371. 6. Whether the Respondent is entitled to additional reliefs, including transfer of parcel 3370 and damages for trespass. 4. Summary of Submissions by Counsel A. The Appellant’s Submissions (Leo Gas Limited) i) On Bona Fide Purchaser Status & Indefeasibility: Learned counsel for the Appellant argued that Leo Gas Limited conducted all necessary due diligence, 8|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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performed official registry searches, and verified that the suit property was registered absolutely in the name of the Interested Party free from any registered encumbrance or caveat. Relying on Section 26(1) of the Land Registration Act, 2012, counsel submitted that the title held by the Appellant is absolute and indefeasible, and cannot be impeached absent clear, cogent, and strict proof of fraud or illegality directly attributable to the company. ii) On Valuable Consideration & Commercial Good Faith: Counsel underscored that the acquisition of parcels 3369 and 3371 (consolidated into title 3704) was backed by valuable consideration totaling Kshs. 5,000,000, duly paid through verifiable banking instruments (cheques and direct bank deposits) pursuant to a valid written sale agreement dated November 2020. Counsel contended that the company was a protected innocent purchaser for value without notice entitled to full constitutional protection under Article 40 of the Constitution. iii)On Proprietary Autonomy and Customary Limits: It was submitted that the trial court fundamentally misconstrued the doctrine of customary trust. Counsel argued that a living registered owner of sound mind (the Interested Party) retains absolute proprietary autonomy over unencumbered portions of his land that do not form part of a dependent beneficiary's settled homestead. Because the Respondent had already been exclusively and securely allocated parcel 3370 (where his home and permanent developments stand), he possessed no legal or equitable right to veto the commercial disposition of neighboring parcels 3369 and 3371. iv)On Corporate Capacity & Internal Management: Addressing objections raised regarding company registration and internal governance, counsel submitted that Leo Gas Limited is a duly incorporated corporate entity possessing full legal capacity under Section 34 of the Companies Act, 9|Page HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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2017/2015. Invoking the Indoor Management Rule (Royal British Bank v. Turquand), counsel argued that third-party contractors dealing in good faith with a company are not required to police internal boardroom mechanics or demand internal resolutions, and that the transaction was fully ratified and executed by authorized representatives. B. The Respondent’s / Cross-Appellant’s Submissions (Samwel Odongo) i) On Customary Trust and Overriding Interests: Learned counsel for the Respondent / Cross-Appellant submitted that ancestral family land inherited or held by a patriarch is inherently burdened by a constructive or customary trust in favor of dependent family members who occupy and cultivate the land. Counsel maintained that the Respondent has maintained continuous, uninterrupted physical occupation, agricultural cultivation, and business structures on parcel 3371 since 1992, creating an overriding interest that invalidates any clandestine subdivision, lease conversion, or outright sale executed without family consent. ii) On Defective Title and Lack of Bona Fides: Counsel argued that Leo Gas Limited could not claim the status of a bona fide purchaser for value without notice because the physical presence and open occupation of the Respondent on the land served as constructive notice of existing family equities. It was contended that the trial magistrate correctly found that the subdivision, combination into title 3704, and subsequent transfer were irregular, fraudulent, and designed to dispossess the family of their rightful patrimony. iii)On the Cross-Appeal (Damages and Specific Performance): In support of the Cross-Appeal, counsel submitted that the trial court erred in failing to award full general damages for trespass against the Appellant for encroaching onto parcel 3371, failing to issue comprehensive eviction and demolition orders 10 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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against all infringing structures, and omitting a mandatory order compelling the 1st Defendant (the Interested Party) to formally execute documentation transferring title 3370 to the Respondent. C. The Interested Party’s Submissions (Joseph Ondiek Odongo) a) On Proprietary Autonomy and Land Management: Learned counsel appearing for the Interested Party supported the appeal filed by Leo Gas Limited, emphasizing that the 1st Defendant is alive, of sound mind, and fully capable of managing his own property. Counsel submitted that the 1st Defendant had duly excised and allocated parcel 3370 to the Respondent as his permanent residential share, leaving parcels 3369 and 3371 as his independent property to lease, utilize, or sell for his personal livelihood and financial needs. Counsel urged the Court to respect the proprietary autonomy of aging parents and reject attempts by adult children to seize absolute control over unencumbered family land. 5. Analysis and Determination Issue 1: Whether the Respondent proved the existence of an enforceable customary trust over parcels 3369 and 3371 (subsumed in title 3704) The legal nature of a customary trust within registered family land is a vital doctrine across sub-Saharan Africa. While land registration statutes—such as Kenya’s Land Registration Act, No. 3 of 2012, Uganda’s Registration of Titles Act (Cap. 230), and Tanzania’s Land Act (Cap. 113)—enshrine the indefeasibility of title, courts across the Commonwealth have consistently held that the register is not an absolute shield against equitable obligations arising from customary tenure, family settlement, and historical occupation. However, comparative jurisprudence 11 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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establishes clear boundaries: a customary trust is a shield designed to protect vulnerable family members from fraudulent or arbitrary dispossession by a registered patriarch, not a sword enabling adult children to veto a living owner’s independent commercial dealings over unencumbered portions of land, particularly where the claimant has been fully settled on a distinct, dedicated portion of the ancestral holding. a) Kenya: In Isack M'Inanga Kiebia v. Isaaya Theuri M'Lintari & Another [2018] KESC 22 (KLR), the Supreme Court held that land held under customary tenure prior to adjudication carries a fiduciary obligation in favor of family members who occupy the land and hold legitimate expectations of entitlement. Despite this, the Kenyan Court of Appeal cautioned in Muriuki Marigi v. Richard Marigi Muriuki & Another, Civil Appeal No. 189 of 1996, that a registered proprietor who is alive and of sound mind retains the fundamental proprietary autonomy to manage, utilize, or alienate portions of land that do not form part of a dependent beneficiary's settled homestead. Similarly, in Kabwe v. Kabwe [1994-1997] 1 EA 113, it was established that for a customary trust to attach to a specific parcel, the claimant must demonstrate continuous, exclusive, and integral occupation referable to that exact parcel under customary law, rather than seeking to blanket the entire family landholding with an equitable encumbrance. b) Uganda: Mediated by the Land Act (Cap. 227) and the Constitution of Uganda (1995). The Ugandan Supreme Court held in Uganda Posts & Telecommunications Corporation v. A.K.L. Gasyali & Others, S.C. Civil Appeal No. 8 of 1993, that while equity protects customary occupants against arbitrary eviction, family equity cannot override a registered proprietor's statutory right of alienation unless there is a clear, continuous, and 12 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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unequivocal equitable interest established over the specific land in dispute. Furthermore, in Kampala District Land Board & Another v. George Mitala, S.C. Civil Appeal No. 12 of 2007, the apex court underscored that a third-party purchaser dealing with a registered proprietor is not bound by latent, unrecorded family equities unless those equities manifest as physical, exclusive possession directly referable to the parcel being alienated. Where a family member has been allocated a separate homestead (akin to parcel 3370), their equitable claim over other distinct parcels stands extinguished. c) Tanzania: Governed by the Land Act (Cap. 113) and the Village Land Act (Cap. 114), customary rights of occupancy receive strong constitutional protection (Attorney General v. Lohay Akare Bay [1995] TLR 194 (CA); see also Festo Balegele v. Dar es Salaam City Council [1989] TLR 161 on equitable community interests). However, balancing this protection against commercial transactions, Tanzanian courts have held that a head of a household retains the inherent power under customary law to allocate specific shares to his children (Mwalimu Omari v. Omari). Once a child is allocated a distinct, demarcated piece of land upon which they establish their permanent home, their customary nexus and equitable claim over the remainder of the patriarch's independent land parcels terminate. d) South Africa: The Constitutional Court has extensively shaped indigenous land rights under the Interim Protection of Informal Land Rights Act (IPILRA). In Alexkor Ltd v. Richtersveld Community [2003] ZACC 4, the Constitutional Court recognized that indigenous customary law generates robust rights of occupation. However, in Bhe v. Magistrate, Khayelitsha [2004] ZACC 17 and Gumede v. President of the Republic of South Africa [2008] ZACC 23, the court emphasized that modern customary law must be interpreted dynamically, balancing communal family rights against individual legal 13 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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capacity and economic development, ensuring that a family head is not unjustly fettered from engaging in outside commercial transactions provided dependent family members' primary residential rights remain secure. e) Zambia: Under the Lands Act (Cap. 184), the Zambian courts held in Mulenga v. Mulenga (Selected Judgment No. 12 of 2001) and Tembo v. Tembo (2004) Z.R. 45 that where family land is held under individual title by a patriarch, a constructive or customary trust protects resident family members strictly within the confines of actual occupation and established family use. In Chinyama v. Chinyama (2004) Z.R. 65, the Court ruled that an adult child claiming an equitable interest must prove that their occupation and livelihood are inextricably linked to the disputed parcel itself; equity will not assist them in expanding their footprint to defeat a bona fide commercial transaction lawfully executed over neighboring parcels. 7. Synthesizing these comparative principles, the Respondent failed to prove the existence of an enforceable customary trust over parcels 3369 and 3371. His actual occupation, permanent homestead, and agricultural activities were lawfully restricted to parcel 3370. Accordingly, the trial court erred in extending a customary trust umbrella over parcels 3369 and 3371, and Issue 1 is resolved firmly in the negative. Issue 2: Whether Leo Gas Limited qualified as a protected bona fide purchaser for value without notice 8. The doctrine of the bona fide purchaser for value without notice is a foundational pillar of property and equity jurisprudence under Torrens system land registration frameworks, serving as the ultimate shield for a commercial transferee who acquires a legal interest honestly, pays valuable 14 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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consideration, and does so without notice of prior equitable claims. 9. Across the Commonwealth, comparative jurisprudence sets out rigorous prerequisites for this defense, all of which were meticulously examined and satisfied in the present appeal: a) Statutory Framework and Indefeasibility in Kenya: Under Section 26(1) of the Land Registration Act (No. 3 of 2012), a certificate of title is absolute and indefeasible unless vitiated by fraud or illegality attributable to the transferee. As established in Katende v. Haridar & Company Ltd [2008] 2 EA 17 and reinforced by the Supreme Court in Torino Enterprises Limited v. Attorney General [2023] KESC 79 (KLR), a purchaser must inspect the register, pay valuable consideration, act in good faith, and ensure they do not willfully shut their eyes to open adverse possession or visible third-party occupation. Leo Gas Limited conducted official registry searches, verified an unencumbered title held by the Interested Party, and executed a written sale agreement backed by verifiable payments totaling Kshs. 5,000,000 via cheques and direct bank deposits. b) Ugandan Jurisprudence on Notice and Due Diligence: In Hannington Njuki v. William Nyanzi (High Court Civil Suit No. 434 of 1996) and subsequent Ugandan appellate decisions, courts held that constructive notice is imputed only where an occupier's physical presence is inconsistent with the vendor's exclusive ownership of the specific land being sold. Because the Respondent's permanent homestead and actual occupation were exclusively confined to parcel 3370, parcels 3369 and 3371 bore no visible encumbrance or adverse possession at the time of purchase. c) Tanzanian and Zambian Protections: Under Tanzanian land principles (Alois Mpakanjia v. Francis Mpakanjia [1992] TLR 175) and Zambian jurisprudence (Mulenga v. Mulenga; Chinyama v. Chinyama), a commercial purchaser who 15 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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verifies a clean register and deals with an unencumbered title holder is fully protected, provided family members have been apportioned distinct and separate homesteads elsewhere. The Interested Party duly allocated parcel 3370 to the Respondent, leaving parcels 3369 and 3371 free for independent commercial disposition. d) South African Deeds Registration Standards: In South Africa, under the Deeds Registries Act and constitutional jurisprudence (Alexkor Ltd v. Richtersveld Community; Bhe v. Magistrate, Khayelitsha), third-party commercial reliance on formal registration is upheld where the transaction respects fundamental tenure security. 10. Applying these comparative standards, Leo Gas Limited discharged its legal burden fully, qualifying as a protected bona fide purchaser for value without notice whose title enjoys complete statutory and constitutional sanctity under Section 26 of the Land Registration Act and Article 40 of the Constitution. Issue 3: Whether the trial court erred in nullifying title 3704 and dismissing the Appellant's Counter-Claim, and the legal principles governing the process of title nullification 11. In evaluating whether the trial court erred in nullifying title 3704, this Court is guided by established comparative principles governing the process and standards for canceling or rectifying a registered land title. According to Halsbury's Laws of England (Vol. 87 on Land Registration), while a register may be altered or rectified to correct a "mistake" (including entries procured by fraud or administrative error), rectification against a registered proprietor in possession requires strict proof of fault or lack of proper consent, and courts must weigh whether it would be unjust to disturb a clean title. 16 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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12. This principle is mirrored across Commonwealth jurisdictions: a) England: In Malory Enterprises Ltd v. Cheshire Homes (UK) Ltd [2002] Ch 216 and Nationwide Building Society v. Ahmed [1995] 2 All ER 823, English courts emphasized that rectification or nullification of a title requires clear proof of fundamental illegality or vitiating factors at its root, and equity will not intervene to strip an innocent party of title where statutory protections and possession apply. b) India: Under Section 31 of the Specific Relief Act, 1963, and as interpreted by the Supreme Court of India in Prem Singh v. Birbal (2006) 5 SCC 353 and Satyender Singh v. Gulab Singh (2012) 5 SCC 735, a document or title can be cancelled only upon cogent proof that it is void or voidable ab initio due to fraud or lack of capacity. Courts will not cancel titles lightly to accommodate unsubstantiated family grievances. c) Uganda: The Supreme Court of Uganda in Kampala District Land Board & Another v. George Mitala and Al Hajji Nasser Ntege Sebaggala v. Kampala City Council held that a certificate of title can be ordered for cancellation only where it is definitively proved that the title was obtained by fraud, misrepresentation, or in direct disregard of overriding equitable interests. d) Kenya: Under Section 26(1) of the Land Registration Act, 2012 and the Supreme Court decision in Isack M'Inanga Kiebia v. Isaaya Theuri M'Lintari & Another [2018] KESC 22 (KLR), a title can be nullified only if it is proved that the titleholder was a party to fraud or that the acquisition was illegal and unprocedural. 13. In the present case, the trial court erred in law and fact by setting aside the combination and transfer that created LR WEST KASIPUL/KONYANGO KOKAL/3704. The root of title 3704 is completely untainted by fraud, 17 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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illegalities, or procedural improprieties attributable to the Appellant. Under Article 40(6) of the Constitution, intellectual and property protections are withheld only from property unlawfully acquired. Title 3704 enjoys full constitutional and statutory sanctity. 14. Consequently, Leo Gas Limited established its Counter-Claim on a balance of probabilities. As the absolute registered proprietor of parcel 3704, the Appellant is entitled to the undisturbed use, occupation, and quiet enjoyment of its property, free from interference, unauthorized farming, or encroachment. Issue 4: Company Registration, Corporate Capacity, and the Necessity of a Board Resolution (Comparative Commonwealth Perspectives) 15. During the hearing of the consolidated matters, counsel for the Respondent / Cross-Appeal Appellant raised an issue regarding company registration, corporate capacity, and whether a formal internal board resolution was strictly required and proven to validate Leo Gas Limited’s land transaction. Across Kenya, South Africa, Uganda, and Zambia, company law principles and landmark judicial precedents provide clear guidance on corporate capacity, internal management, and the protection of third-party commercial contractors: a) Kenya: Under Section 34 of the Companies Act (No. 17 of 2015), an incorporated company possesses full legal personality and the capacity of a natural person. Kenyan courts strictly apply the Indoor Management Rule (rooted in Royal British Bank v. Turquand [1856] 6 E & B 327), which was affirmed in Harriet Arinaitwe v. Africana Clays Ltd [Civil Suit No. 376 of 2013]. Outsiders dealing with a company in good faith are entitled to assume that all internal procedural requirements, such as board meetings and resolutions, 18 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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have been duly complied with, and are not expected to police internal boardroom mechanics. b) South Africa: Governed by the South African Companies Act 71 of 2008 (specifically Section 19 and Section 66), management is vested in the board, and decisions may be taken via written round-robin resolutions (Section 74). However, South African jurisprudence (Stand 202 Aeroport (Pty) Ltd v. Jects (Pty) Ltd) holds that internal management approvals cannot be weaponized by a company to defeat an innocent third party who relied on ostensible or apparent authority, provided public filings and the company's Memorandum of Incorporation (MOI) do not explicitly restrict that authority to the outsider's knowledge. c) Uganda: Under Section 51 of the Companies Act (Cap. 110 / Act No. 1 of 2012), a contracting party is expressly safeguarded and is not bound to inquire into internal limitations on the board's powers. Affirming Royal British Bank v. Turquand, Ugandan courts in Harriet Arinaitwe v. Africana Clays Ltd reiterated that missing or unproduced internal board resolutions cannot invalidate transactions with innocent commercial partners. d) Zambia: Under the Companies Act No. 10 of 2017 of Zambia, a company acts through its board and authorized agents with full natural person capacity. In landmark Zambian corporate jurisprudence—such as Zambia Consolidated Copper Mines Limited v. James Nyirenda (1998) S.J. and principles affirmed in Attorney-General v. Lee International (Zambia) Limited (1998)—Zambian courts hold that internal procedural omissions, such as failing to document a formal internal board resolution prior to executing a contract, are strictly internal irregularities. These internal omissions cannot be invoked by a company or external third parties to invalidate an otherwise valid commercial conveyance executed with an innocent party who parted with valuable consideration. 19 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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Application to the Instant Appeal: Leo Gas Limited produced a valid Certificate of Incorporation, KRA PIN, and complete documentary evidence demonstrating that the transaction was executed by authorized representatives backed by valuable consideration of Kshs. 5,000,000. The Respondent lacks the locus standi to police the internal corporate management or boardroom resolutions of a private limited company where the company itself has fully ratified the transaction, paid the purchase price, accepted the transfer, and successfully registered title 3704. Accordingly, the technical objections regarding company registration procedures and internal resolutions raised by counsel are legally unmerited and rejected. Issue 5: Principles Governing Land Allocation, Customary Allotment, and Family Property Administration 16. The conceptual parameters governing land allocation, allotment, and family property management form the bedrock upon which the Respondent’s claims were anchored and ultimately dismantled. Textual and comparative jurisprudence across common law and African jurisdictions provide clear structural boundaries: a) Authoritative Treatises and General Principles: As articulated in Halsbury’s Laws of England (Vol. 87 on Real Property) and foundational academic treatises such as B.O. Nwabueze’s Nigerian Land Law and H.W.O. Okoth-Ogendo’s Tenants of the Crown, land allocation—whether under English real property concepts or African indigenous tenure systems—distinguishes sharply between an absolute grant/alienation and a permissive family allotment or license. b) The Nigerian Position on Family Allotments: In classic Nigerian jurisprudence (Ekpendu v. Erika [1959] 4 FSC 79; Usiobaifo v. Usiobaifo [2005] 3 NWLR (Pt. 913) 605; Ojo v. Akinsanoye [2014]*), it is settled law that the 20 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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allocation of family land to an individual member (such as an adult child) merely confers permissive possessory and usufructuary rights over that specific allocated footprint. It does not amount to an absolute partition or grant of proprietary title, nor does it give the allottee a veto over the head of the family’s independent management or sale of unallocated neighboring parcels. Furthermore, any alienation of family property requires the concurrent consent of principal members; however, where a patriarch deals with land that has been distinctly separated and outside the claimant's allocated homestead, the transaction remains valid. c) Comparative Regional Standards: a) In Kenya, while the Supreme Court in Isack M'Inanga Kiebia v. Isaaya Theuri M'Lintari [2018] protects customary trust beneficiaries, the Court of Appeal in Muriuki Marigi v. Richard Marigi Muriuki established that a living registered owner retains full capacity to alienate unencumbered portions beyond a dependent's established homestead. b) In Uganda, decisions such as Uganda Railways Corporation v. Ekirwu [1999] LLR 711 (SCV) and the Land Act principles underscore that lawful occupants cannot expand their possessory footprint over distinct commercial plots. c) In Tanzania, Attorney General v. Lohay Akare Bay [1995] TLR 194 (CA) and Alois Mpakanjia v. Francis Mpakanjia [1992] TLR 175 affirm that once a family head allocates a specific residential share to a child, customary rights over other parcels terminate, leaving the patriarch free to exercise statutory rights of occupancy. d) In South Africa, the Constitutional Court in Tongoane and Others v. National Minister for Agriculture and Land Affairs [2010] ZACC 10 emphasized that land rights and administrative allocations must respect 21 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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legal boundaries and constitutional statutes without imposing unearned encumbrances on independent commercial parcels. e) Application to the Instant Appeal: The Respondent was duly allocated parcel 3370, where his permanent home, family, and agricultural activities are securely anchored. His attempt to extend his customary allocation to consume parcels 3369 and 3371 lacks any grounding in customary law, statutory equity, or comparative jurisprudence. The trial magistrate erred in treating a permissive family allotment as a blanket encumbrance over independent commercial land. Issue 6: Whether the Respondent is entitled to additional reliefs, including transfer of parcel 3370 and damages for trespass 17. In his Cross-Appeal, the Respondent sought to uphold the cancellation of title 3704 while demanding an order compelling the transfer of parcel 3370 and general damages for trespass. 18. Given this Court's finding that Leo Gas Limited’s title is valid and indefeasible, the portion of the trial court’s judgment canceling title 3704 and issuing a mandatory injunction against the Appellant cannot stand. Regarding parcel 3370, the Interested Party has unequivocally admitted on record (both in his Statement of Defense and affidavit evidence) that parcel 3370 belongs to the Respondent as his rightful family allocation. While the Respondent’s prayer to compel formal transfer is acknowledged, it provides no legal basis to dismantle or invalidate the separate, independent commercial transaction concluded over parcel 3704. Furthermore, because the Respondent failed to establish any actionable trespass by the Appellant onto the Respondent's lawful domain (parcel 3370), the claim for general damages is unmerited. 22 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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6. Judicial Exhortation and Counsel to the Youth 19. Before laying down the pen, this Court finds it imperative to make certain observations of a broader sociological and moral import. Land, in our societies, is not merely a legal commodity or an economic asset; it is the physical anchor of our heritage, the repository of our ancestry, and the bridge to our future. Yet, in recent times, courts across the Commonwealth have witnessed an alarming surge in litigation pitting sons and young men against their aging fathers and family heads. 20. The courtroom is a blunt instrument for resolving what are fundamentally matters of filial respect, communication, and mutual trust. To the young men of today—the future custodians of our land and economy—this Court offers the following counsel: a) Abandon the Sense of Entitlement: A young man must recognize that his father’s or family head's property is the fruit of a lifetime of labor, sacrifice, and risk. Law and custom provide a shield for a child’s actual residence and sustenance, but they do not bestow a blank check or an immediate proprietary veto over every inch of the family estate. To treat a parent's lifetime accumulation as an entitlement to be prematurely carved up breeds indolence, disrespect, and bitter division. b) Communicate Rather Than Litigate: When economic pressures mount and the desire for land grows, the first instinct should never be to rush to court to slap an injunction on a parent. True progress is achieved through dialogue, consultation, and transparency. A patriarch who feels respected and consulted is far more likely to voluntarily allocate, lease, or secure land for his children's development than one who is dragged before a magistrate under the threat of a lawsuit. 23 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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c) Earn Through Innovation Rather Than Speculation: Economic development is not sustained by waiting for an inheritance or blocking a parent's commercial initiative to raise capital. True empowerment lies in utilizing the portions already secured for productive enterprise—whether through modern agriculture, commerce, or labor—rather than fighting over unencumbered land intended for broader family or commercial survival. When young men respect the boundaries of patriarchal authority, they foster an environment of trust that attracts investment, unlocks credit, and builds generational wealth. d) Honor the Aging Patriarch: The twilight years of a parent ought to be marked by peace, dignity, and security, not by the trauma of defending one's title against one's own offspring in court hallways. Respect for elders is the bedrock of peaceful co-existence. By honoring parents and respecting the legal and customary limits of family governance, young men lay the foundation for a stable, harmonious, and economically vibrant society. 7. Disposition and Final Orders 21. Accordingly, having carefully re-evaluated the entire record, the rival submissions, the 23 grounds of appeal, and applicable comparative jurisprudence from across the Commonwealth, this Court orders as follows: 1. E.L.C. Civil Appeal No. E30 of 2026 filed by Leo Gas Limited is ALLOWED. 2. E.L.C. Civil Appeal No. E32 of 2026 (the Cross-Appeal) filed by Samwel Odongo is DISMISSED. 3. The Judgment and Decree of the Senior Principal Magistrate’s Court at Oyugis delivered by Hon. S.O. Ongeri, SPM, on 28th May 2026 in Oyugis MCELC Case No. MCELC E071 of 2022 is hereby SET ASIDE IN ITS ENTIRETY, and substituted with the following final orders: 24 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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(a) The Plaintiff's Suit in the lower court is hereby DISMISSED with costs. (b) The Appellant’s / 2nd Defendant’s Counter-Claim is ALLOWED. (c) A Declaration is hereby issued that LR WEST KASIPUL/KONYANGO KOKAL/3704 is a valid, legal, and indefeasible title lawfully registered in the name of LEO GAS LIMITED, protected under Section 26 of the Land Registration Act and Article 40 of the Constitution. (d) An Order of Permanent Injunction is hereby issued restraining the Plaintiff (Samwel Odongo), whether by himself, his servants, agents, or anyone claiming through him, from entering upon, trespassing, cultivating, constructing structures, or in any manner interfering with the quiet possession, ownership, and utilization of LR WEST KASIPUL/KONYANGO KOKAL/3704 by Leo Gas Limited. 4. Costs of this consolidated appeal and in the lower court shall be borne by Samwel Odongo (the Respondent / Cross-Appeal Appellant) to be paid to Leo Gas Limited (the Appellant). It is so ordered. DATED, DELIVERED, AND SIGNED AT HOMA BAY THIS 1ST DAY OF OCTOBER, 2026. HON. JUSTICE J.W WANYONYI JUDGE, ENVIRONMENT AND LAND COURT AT HOMA BAY In the presence of; 1. Bunde J.O for the Respondent -Present 2. Wanjala for Lakicha /Applicant -Present 3. Omuthe for the Interested Party 25 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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4. Court Assistant, Ms. Awino. 26 | P a g e HOMA BAY ELC L APPEAL NO. E030 OF 2026 – JUDGEMENT.

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