A tenant can invest heavily in premises while expecting to buy them later. Unless the intended purchase is secured through enforceable terms, that expectation may remain very different from a right to compel the owner to sell.
The distinction arose in SBS Dunhill Group (East Africa) Limited v Shah and others, [2025] KEELC 8679 (KLR), concerning Senteu Plaza. The Environment and Land Court at Nairobi delivered judgment on 11 December 2025. Read the judgment, particularly paragraphs 43-50.
Internal approval was not the landlord's promise
The tenant relied on its board resolution, an intention to purchase after the lease period and investments in the premises and surroundings. It argued that the landlords were bound by the arrangement.
The court examined the lease and correspondence rather than treating the tenant's internal decision as an agreement between both sides. Paragraph 45 records that the lease did not incorporate the board resolution or provide for the purchase.
Later letters were also important. The court viewed them as seeking a decision about a possible sale, not demanding performance of an already binding purchase agreement. The landlords had communicated that the building was not for sale.
Renovation expenditure and a desire to buy did not supply the missing contractual obligation. The court refused the tenant's requested relief.
Execution problems also defeated the counterclaim
The judgment did not simply award everything to the landlords. It identified inconsistent execution dates and an unexplained signature attributed to a lessor after his death.
The judge characterised that signature, if any, as fraudulent and declined enforcement of the affected agreement. This reasoning defeated the landlords' counterclaim as well as reinforcing the refusal of the tenant's claim.
Both the amended claim and counterclaim were dismissed, with each party bearing its own costs. The civil judgment did not convict anyone of a criminal offence, and it should not be read as a general entitlement for tenants to occupy premises rent-free.
Possession followed a separate, complicated path
The wider dispute cannot be summarised as a single ownership victory. On 27 June 2025, the tribunal set aside its 28 February orders after identifying service and affidavit defects. Paragraphs 21 and 32-36 also rejected the preliminary objection and requests for consolidation, a criminal-investigation direction and striking out. The landlord's motion was to be heard normally, with application costs against the landlord.
On 28 July 2025, a related tribunal ruling granted prayers 2-7: access and occupation pending the complaint, alternative entry, police assistance, restraints against eviction and harassment, and a declaration that E178/2025 had been initiated by a person who was neither landlord nor tenant. Paragraphs 14-16 declined damages in this file, directing that question to E178/2025, with application costs against the landlord.
A 15 June 2026 judicial-review judgment, paragraphs 10-13, addressed a challenge concerning another tenant's tribunal proceedings. The motion was dismissed because the necessary orders and proceedings were not supplied to establish the alleged procedural defects. Each party bore its own costs.
That was not a comprehensive judicial confirmation of every disputed possession event. The court expressly declined to decide on presumptions without the tribunal record.
Keep three questions separate
The purchase question is whether the parties made an enforceable agreement to sell. The execution question concerns who signed the instruments, in what capacity and when. The possession question concerns tenancy rights, notices and the operative orders in the relevant proceedings.
For a prospective tenant or purchaser, ask the advocate to ensure an intended option or sale obligation is actually incorporated into appropriate documents. Permission to fit out premises should not silently become an assumed promise of ownership.
Where signatures or dates conflict, obtain the original documents and competent professional advice rather than treating registration or occupation as an answer to every defect.
Before relying on litigation history, obtain the actual current orders across the connected files. An order for reinstatement does not prove reinstatement occurred; a failed challenge does not necessarily decide the underlying contractual merits.
Make the unresolved terms part of the assessment
Ask what available evidence ArdhiScore screening can reference about the parcel and its recorded disputes. Identify what remains outside the assessment, including contract interpretation, document authentication and current possession.
Explore ArdhiScore screening and its limits. A dated risk record does not create a purchase option, authenticate a signature or decide which party can lawfully occupy the building.