Hanningtone Gibendi Ramenya v Stanbic Bank (k) Limited & 1 other

Background 5. The material facts are not in dispute. The Plaintiff was advanced a loan facility of Kshs. 6,000,000/= by the 1st Defendant in the year 2020. The facility was secured by a legal charge over Title No. Kajiado/ Kaputei North/30401 situated in Kitengela, Kajiado County. 6. The Plaintiff states that he serviced the loan faithfully until he lost his employment in 2023. He averred that despite financial difficulties, he continued making payments and requested the 1st Defendant to restructure the loan, but the requests were not responded to. 7. The Plaintiff further contended that he was never served with the requisite statutory notices under Sections 90 and 96 of the Land Act and only became aware of the intended auction upon seeing a newspaper advertisement in the Daily Nation. He also disputes the valuation undertaken by the bank and contends that the forced sale value is grossly understated. 8. The 1st Defendant’s position is that the Plaintiff fell into arrears and, despite demand and service of statutory notices, failed to regularise the account. The bank stated that it issued a ninety-day statutory notice, a forty-day notice to sell, and a forty-five-day redemption notice through registered post, email, and WhatsApp. 9. According to the 1st Defendant, as at 11th August 2025, the outstanding amount stood at Kshs. 6,790,953.55. 10. The 1st Defendant also raised a preliminary objection challenging this court’s territorial and pecuniary jurisdiction on the grounds that the charged property is situated in Kajiado County and that the value of the subject matter falls within the pecuniary jurisdiction of the Magistrates’ Court. Analysis and Determination 11. From the pleadings and submissions, the issues arising for determination are: i. Whether this court has jurisdiction to hear and determine the suit and application. ii. Whether the Plaintiff has satisfied the principles for grant of an interlocutory injunction. Whether the Court has Jurisdiction 12. Jurisdiction is everything, and without it, a court has no power to make one more step. This principle was settled in Owners of the Motor Vessel “Lillian S” v Caltex Oil (Kenya) Limited [1989] KLR 1. 13. The 1st Defendant contended that this suit offends Sections 11 and 12 of the Civil Procedure Act because the suit property is situated in Kajiado County and, further, that the value of the subject matter falls within the jurisdiction of the Magistrates’ Court. 14. The Plaintiff, on the other hand, submitted that the dispute concerns a charge and mortgage transaction which falls within the jurisdiction of the High Court and that both Defendants maintain offices in Nairobi. 15. Article 165(3)(a) of the Constitution vests the High Court with unlimited original jurisdiction in civil matters. The dispute before the court concerns the exercise of a chargee’s statutory power of sale arising from a charge instrument. Such disputes fall within the jurisdiction of the High Court. 16. Although the charged property is situated in Kajiado County, this court is not thereby divested of jurisdiction. Sections 11 and 12 of the Civil Procedure Act concern venue and territorial convenience https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/7428/eng@2026-05-28 2

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rather than the substantive jurisdiction of the court. The provisions do not oust the constitutional jurisdiction of the High Court. 17. I also note that the Defendants carry on business within Nairobi, and the suit was filed in the Commercial and Admiralty Division, where disputes arising from banking and securities transactions are routinely handled. 18. As regards pecuniary jurisdiction, while Magistrates’ Courts are vested with jurisdiction in land and commercial matters within the statutorily prescribed pecuniary limits, that jurisdiction is concurrent and not exclusive. The mere fact that a subordinate court could entertain the dispute does not deprive the High Court of jurisdiction. 19. I therefore find and hold that the preliminary objection lacks merit and is dismissed with costs. Whether the Plaintiff has established a case for injunction 20. The principles governing the grant of interlocutory injunctions are settled in Giella v Cassman Brown & Co. Ltd [1973] EA 358. An applicant must establish a prima facie case with a probability of success, demonstrate that he stands to suffer irreparable injury which would not adequately be compensated by damages and, if in doubt, the court will determine the matter on a balance of convenience. 21. The Plaintiff admits having obtained the loan facility and having charged the suit property as security. He also admits falling into arrears following loss of employment. 22. The principal complaints raised by the Plaintiff are that he was not served with statutory notices, that the valuation is inaccurate, and that the bank failed to consider his restructuring proposal. 23. On service of statutory notices, the 1st Defendant has exhibited copies of the ninety-day notice under Section 90 of the Land Act, the forty-day notice to sell under Section 96 of the Land Act, and the forty-five-day redemption notice issued by the auctioneer. The bank has further exhibited evidence of dispatch through registered post, email, and WhatsApp. 24. Once a chargee demonstrates dispatch of the notices to the chargor’s last known address, the burden shifts to the chargor to rebut service. Here, the Plaintiff merely denies receipt but does not dispute that the notices were sent to the address provided to the bank. 25. I am therefore satisfied, on a prima facie basis, that the statutory notices were duly issued and served. 26. The Plaintiff’s complaint that the bank failed to restructure the facility cannot found a cause of action. A restructuring arrangement is a matter of commercial discretion and negotiation. The court cannot rewrite the parties’ contract or compel a lender to restructure a facility absent a contractual or statutory obligation. 27. In National Bank of Kenya Ltd v Pipeplastic Samkolit (K) Ltd & another [2001] KECA 362 (KLR), the Court of Appeal stated that a court of law cannot rewrite a contract between the parties, and that “[T]he parties are bound by the terms of their contract unless coercion, fraud or undue influence are pleaded and proved.” 28. The Plaintiff also contests the valuation. However, as correctly submitted by the 1st Respondent, no independent valuation report has been placed before the court to demonstrate that the forced sale value is manifestly erroneous or fraudulent. Mere allegations are insufficient. 29. In Nguruman Limited v Jan Bonde Nielsen & 2 Others [2014] eKLR, the Court of Appeal reiterated that where a chargor admits indebtedness and default, the court ought not lightly interfere with a chargee’s statutory power of sale unless a clear violation of the law is demonstrated. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/7428/eng@2026-05-28 3

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30. In this case, the Plaintiff has admitted default. The bank has demonstrated compliance with the statutory requirements preceding realization of the security. I am therefore unable to find that the Plaintiff has established a prima facie case with a probability of success. 31. As regards irreparable injury, the suit property was voluntarily offered as security. Once property is offered as security for a loan, it becomes a commodity for sale in the event of default. Any loss that may arise is compensable in damages. 32. The balance of convenience also tilts in favour of the 1st Defendant, which continues to be kept out of its money while interest accrues. 33. The alternative prayer seeking twelve months to sell the property privately is similarly not merited. No concrete proposal, undertaking, or evidence of an imminent sale has been presented to justify such relief. 34. The upshot of the foregoing is that: i. The Defendant’s Notice of Preliminary Objection dated 9th September 2025 is dismissed. ii. The Plaintiff’s Notice of Motion dated 24th July 2025 lacks merit and is dismissed with costs to the 1st Defendant. 35. Notwithstanding the foregoing findings, this Court, in the exercise of its inherent powers under Section 3A of the Civil Procedure Act, is of the considered view that the interests of justice would best be served by not immediately discharging the interim orders subsisting in this case, but by affording the Plaintiff a limited and final opportunity to redeem the property either by regularising the loan account or by procuring a sale through private treaty. 36. Consequently, the court makes the following Further Orders: 37. a. The Plaintiff shall have six (6) months from the date of this ruling within which to regularise the loan account or procure a sale by private treaty of the suit property. b. During the said six (6) month period, the 1st Defendant shall not proceed with the intended public auction or sale of the suit property, provided that the Plaintiff continues to remit to the Respondent a monthly sum of Kshs. 40,000/= towards the loan account. c. In default of compliance with the further order (a) above, or in the event that the Plaintiff ceases making payments during the six-month period as required under the further order (b), the 1st Defendant shall be at liberty to proceed with the realization of the security in accordance with the law and without the necessity of obtaining further orders of the court. d. Each party shall bear its own costs of the application. It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 28TH DAY OF MAY 2026 HON. MR. JUSTICE MOSES ADO JUDGE OF THE HIGH COURT In the Presence of: Moses C/A Munoko………………for the Plaintiff/Applicant https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/7428/eng@2026-05-28 4

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Munene h/b for Angwenyi……………for the Plaintiff/Respondent https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/7428/eng@2026-05-28 5

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