A buyer's payment deadline, a seller's termination notice and a later transfer need to be read together. A title entry alone will not explain whether an earlier purchaser still had contractual rights when the property changed hands.
In Geoffrey Chege Kirundi and another v Josvir Traders & Agencies Limited and another, Court of Appeal at Nairobi, Civil Appeal No. 164 of 2023, judgment dated 12 June 2026, the court dismissed both an appeal and a cross-appeal. It upheld findings against the vendors over a failed land sale, including the substantial interest consequence. This was a merits judgment, not an interim preservation order. (PDF pages 60-68, paragraphs 63-74.)
The written timetable mattered
The transaction concerned land in Juja. The vendors agreed to sell their beneficial interest while litigation concerning the property remained relevant to completion. The written agreement provided for a deposit and a balance payable within 210 days of a specified court ruling. The buyer, Josvir, ultimately paid KSh22.5 million before that period expired. (Pages 1-3 and 52-55, paragraphs 1-3 and 56-58.)
The vendors argued that an oral variation had accelerated payment. The appellate court found no supporting document and upheld the rejection of that alleged variation. It also found that their demand for the whole balance by the end of April 2009 came before payment was due. The lesson is narrower than a general rule about all conversations: this written land-sale timetable had not been validly varied on the evidence before the court. (Pages 53-56, paragraphs 57-59.)
Transfer came before notice reached the buyer
The vendors also said Josvir had breached the agreement by subdividing and marketing the land. But the sequence undermined their attempted termination. An application for consent to transfer to the second purchaser, Everton Coal Enterprises, preceded the termination notice. The transfer itself occurred on 11 May 2009; Josvir's advocates received the notice four days later. (Pages 56-59, paragraphs 60-62.)
The court held that, in these circumstances, the incorporated Law Society Conditions of Sale required a 21-day completion notice allowing any breach to be remedied. A clause making time essential did not excuse the vendors: the buyer was still within its payment period, and the stated termination ground concerned subdivision and marketing, not an expired payment deadline. The vendors were held responsible for breach. (Pages 58-60, paragraphs 61-63.)
Everton maintained that it was an innocent purchaser. The court rejected that position, examining the unexplained timing of its consent application and the wider record. It upheld the finding that the later sale was fraudulent, illegal, null and void. These are attributed civil findings, not a report of criminal conviction. (Pages 60-63, paragraphs 64-67.)
A refund did not mean interest-free recovery
The trial award was KSh22.5 million, with interest at 18% per year compounded monthly from filing until payment. The appellate court upheld the application of that rate to the vendors' breach, distinguishing deliberate avoidance of their obligations from an inability to transfer caused by circumstances beyond their control. The appeal and cross-appeal were dismissed with costs to Josvir, expressly to be borne by the appellants. (Page 25, paragraph 30; pages 64-68, paragraphs 68-74.)
That outcome did not transfer the property to Josvir. The judgment records that an earlier appellate decision had returned title to a deceased owner's estate, leaving a monetary remedy in this dispute. Its lower-court identifiers are internally inconsistent; this account uses the verified appellate docket without resolving those discrepancies or checking later proceedings. (Pages 1 and 24-26, paragraphs 30-31.)
For buyers and advisers, useful checks include the underlying ownership dispute, the payment timetable, proof of notice and competing transfers. See how ArdhiScore works with available court, gazette and field evidence for parcel intelligence. Coverage varies; it neither guarantees clean title nor replaces professional advice and transaction-specific verification.