The seller demanded the outstanding purchase money after forwarding a practical-completion certificate. The buyer said the agreed completion documents were still missing. The transaction involved a beneficial owner, a developer and a separate registered company.
In Collins v Ogango [2024] KECA 19 (KLR), Civil Appeal 427 of 2018, the Court of Appeal at Nairobi delivered judgment on 25 January 2024. It upheld remedies arising from an unjustified cancellation of the townhouse sale.
The buyer's deposit discharged the seller's construction debt
The agreed purchase price was KSh 52 million. The buyer paid KSh 15,320,000 directly to the registered company, the second defendant at trial, to settle the seller's construction debt.
The documents also contained undertakings concerning completion of the building, provision of completion documents and a direct long-term lease to the buyer.
The sale agreement fixed completion at forty-five days after the county government issued a certificate of occupation. Construction looking finished was not the same thing.
The subsequent correspondence nevertheless demanded the balance while the transfer documentation and the contractual completion requirements remained unresolved.
Practical completion and contractual completion were not interchangeable
The seller's advocates forwarded a practical-completion certificate and demanded payment. They then issued a notice threatening cancellation, forfeiture of part of the price and resale if the buyer did not pay.
The seller eventually purported to rescind the agreement. The buyer protested and brought proceedings seeking, among other relief, compliance with the transaction and damages.
The Court of Appeal examined the obligations together. It found that the seller and registered company had not done what the agreement required to enable the buyer to complete.
Paragraphs 23–24 address the missing completion documents, the unresolved preparation of the lease and the absence of demonstrated compliance with the occupation-certificate requirement. The seller could not rewrite those conditions by treating the certificate she had forwarded as sufficient.
This was a conclusion about the wording and performance of this contract. It is not a universal rule that every certificate carrying the word “completion” has the same legal function.
The seller's conduct supported the remedies
The court also considered the retention of money after the purported rescission. The agreement contained provisions dealing with repayment and liquidated damages, but the seller had not followed the contractual process.
The trial court awarded liquidated damages of ten percent of the purchase price—KSh 5.2 million—against the seller, who also bore trial costs. It separately ordered the registered company to transfer by long-term lease and supply completion documents within thirty days of the trial judgment.
Under the trial directions, the buyer would pay the balance within three days after receiving the lease and all completion documents. The court had therefore not excused the buyer from paying the rest of the price.
Paragraph 29 inconsistently names the second defendant as the transfer recipient. This account follows paragraph 1's express description of the order: transfer to the buyer, with the balance payable to the seller.
The appeal challenged the damages, the combination of damages and specific performance, and costs.
A combined remedy was upheld, not made automatic
The Court of Appeal accepted the trial court's response to the particular breaches. It upheld the damages and specific-performance orders, explaining that the remedies operated against different obligors in the transaction.
The registered company was not a party to the appeal. The court would not impose a revised costs liability on it without giving it an opportunity to be heard.
The seller's appeal was dismissed with costs to the buyer. The result left the trial orders in place, but does not prove that the lease was later registered, the purchase balance paid or the damages recovered.
It also does not establish that every buyer can obtain both specific performance and damages. The agreement, the breach and the relief appropriate to the facts still matter.
Questions inside a multi-party development sale
- Is the person signing as seller also the registered proprietor?
- Who receives each payment, and whose obligation does it discharge?
- What event triggers completion: construction, an occupation certificate, documents or a combination?
- Who must provide the lease and documents before the balance falls due?
A Kenyan advocate should connect the sale agreement, consents and undertakings rather than treating each document as a separate reassurance. The case shows how a demand for payment can be premature even when a building certificate exists.
Screening does not complete the contractual analysis
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This is historical analysis, not legal advice or current transaction status. The retained 11 September 2026 research located no later identifiable decision in this dispute; it did not establish complete appellate history or compliance.
Primary decision
Read the judgment. See paragraphs 1–7 for the arrangement and trial directions, 19–24 for breach, 25–30 for remedies and 31–33 for costs and dismissal.