The Court of Appeal has thrown out an appeal by a Juja couple who had challenged a judgment ordering them to pay Ksh22.5 million to Josvir Traders & Agencies Limited over a disputed 50-acre land deal in Thika Municipality.
The appellate court upheld findings that Geoffrey Chege Kirundi and Lucy Wamaitha Chege unlawfully terminated a binding sale agreement and attempted to transfer the property before completion. The ruling brings closure to a more than decade-long legal battle over L.R No. 10090/23.
The dispute dates back to September 2004 when the couple entered into negotiations with Josvir Traders for the sale of the expansive parcel. The initial agreement pegged the price at Ksh505,000 per acre, translating to about Ksh25.25 million, and Josvir paid a Ksh2.5 million commitment fee as discussions progressed. The transaction, however, would later evolve after ownership complications delayed completion.
Following the resolution of a succession dispute over the property, the parties revisited the terms and revised the price upward to Ksh1 million per acre, effectively doubling the value to Ksh50 million. A formal sale agreement was executed on December 30, 2008, requiring Josvir to pay Ksh12.5 million upfront and settle the balance within 210 days after determination of the succession cause. The court later confirmed that the succession ruling was delivered on March 31, 2009.
Evidence showed Josvir had already paid Ksh22.5 million before the completion deadline lapsed. The sellers, however, claimed there had been an oral agreement requiring full payment by April 30, 2009. The Court of Appeal rejected that argument outright, stressing that no credible evidence supported any variation of the written contract.
“There was no proof of any oral amendment capable of altering the written agreement between the parties,” the judges stated.
The bench, comprising Justices Daniel Musinga, Mumbi Ngugi, and George Odunga, emphasized that land transactions must strictly comply with written contractual terms. They noted that the alleged oral variation could not override the formal sale agreement, which remained binding until the completion period expired in July 2009. The judges said the sellers acted prematurely in demanding full settlement in April.
The court further examined conduct by the sellers, noting that an application for Land Control Board consent had already been lodged on April 28, 2009. This was done before any termination notice was issued to the buyer, a move the judges said indicated a prior intention to abandon the agreement.
“The appellants were the ones who breached the agreement,” the court held, describing the termination notice as an afterthought designed to justify a completed decision.
Shortly thereafter, the sellers proceeded to transfer the land to Everton Coal Enterprises Limited. The Court of Appeal found the transfer irregular and intended to defeat Josvir’s contractual rights. It ruled that the circumstances surrounding the transaction raised serious doubt over Everton’s claim of being an innocent purchaser without notice.
The judges noted that the termination notice and the new agreement with Everton were executed on the same day, further weakening the sellers’ position. They concluded that the transfer was not only improper but also executed in a manner consistent with knowledge of an ongoing dispute. The court said such conduct could not be protected under equity.
On interest, the court upheld the award of 18 per cent per annum compounded monthly on the Ksh22.5 million paid. The sellers had argued that the contract did not expressly provide for interest in the event of breach, but the court disagreed. It held that the interest clause applied to either party in default and could not be interpreted selectively.
The bench observed that it would be unjust to penalize one party for breach while shielding the other from consequences under the same agreement. It therefore upheld the lower court’s award in full and dismissed both the appeal and cross-appeal with costs to Josvir Traders & Agencies Limited. The judgment was delivered in Nairobi on June 12, 2026, formally ending the long-running dispute.
