Prigal Limited & another v Kenya Electricity Transmission Company Limited (Environment and Land Case 96 of 2024) (Environment and Land) [2025] KEELC 5137 (KLR)
The bottom line
#The court confirmed it can hear wayleave compensation claims against KETRACO, but dismissed this Ksh. 65 million claim because the plaintiffs could not prove ownership, company authority, or paperwork.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether this court has jurisdiction over this matter
- 2.Whether Gazette Notice No. 1716 of 22nd February 2019 revoking ownership of L.R No. 5212, the mother title of the suit properties, was set aside
- 3.Whether the Plaintiffs made out their case
Key legal issues
#Jurisdiction of the ELC over wayleave compensation disputes against KETRACO
The ELC has jurisdiction; the Energy Act and the Energy and Petroleum Regulatory Authority/Tribunal framework do not oust the ELC's exclusive land jurisdiction
Article 162(2)(b) and Section 13 of the ELC Act confer exclusive jurisdiction over disputes relating to land use, occupation, title and contracts granting enforceable interests in land. Wayleaves are registrable rights of way involving compensation for use and occupation of land. The Energy Act's tribunal deals with licensee/consumer disputes; the Supreme Court in Nicholus confirmed the ELC retains original jurisdiction unless expressly and constitutionally ousted.
Whether the quashed Gazette Notice revoking the mother title LR No. 5212 remained of no effect
The Gazette Notice remains quashed since no appeal or stay of the judgment quashing it was proved
The revocation in Gazette Notice No. 1716 of 22nd February 2019 was quashed by judgment in Nakuru ELC Petition No. 8 of 2019 (Consolidated with ELC No. 24 of 2019). Although a Notice of Appeal was lodged, no appeal record or stay order was proved. Applying Kibunja v Kirweya, a dormant Notice of Appeal may be deemed withdrawn, and an appeal does not operate as a stay; the quashing therefore stands.
Authority of the 2nd Plaintiff to act for and institute suit on behalf of the 1st Plaintiff company
The 2nd Plaintiff had no authority to act for the 1st Plaintiff; the suit was not properly sanctioned by the 1st Plaintiff, if it existed at all
The Plaintiffs produced no certificate of incorporation, no CR12 official search, no board resolution and no sealed authority; Pf exh 1 bore no stamp or seal and the 2nd Plaintiff was shown to be neither a director nor shareholder of the 1st Plaintiff. Although United Assurance relaxes the strict board-resolution rule, the burden shifted to the officer to demonstrate authority under seal, which was not discharged.
Whether the Plaintiffs proved compliance with the documentary conditions of the letters of offer to entitle them to compensation
The Plaintiffs failed to prove they submitted the signed letters of offer and requisite documents (titles, IDs, photographs, PIN certificate, bank details), and a court cannot rewrite the contract to excuse that non-compliance
The letters of offer required acceptance and submission of documents to enable registration of easements and processing of payment. Although the Plaintiffs alleged the documents were delivered, no evidence confirmed this; the Defendant's witness conceded non-acknowledgement but the Plaintiffs bore the burden under Sections 107 and 109 of the Evidence Act. The court cannot rewrite the contractual terms per National Bank of Kenya v Pipeplastic.
Whether parcel LR No. 5212/19 and LR No. 27368 exist and who owns them
The court could not determine the existence or ownership of either parcel as no certificate of title for either was produced
The dispute turned on whether the offer erroneously addressed to 'Morendat Limited' for parcel LR 27368 related to LR 5212/19, claimed to be owned by the 1st Plaintiff but donated to Shelter Yetu. Section 26(1) of the Land Registration Act makes the certificate of title prima facie proof of ownership, but no certificate for either parcel was produced, leaving the court unable to resolve existence or proprietorship.
Legal principles established
#- The ELC has original jurisdiction over wayleave compensation disputes notwithstanding the Energy Act dispute-resolution framework, unless that jurisdiction is expressly and constitutionally ousted
- A Notice of Appeal on which no steps have been taken may be deemed withdrawn, and without a stay order the underlying judgment stands
- It is not necessary for a board of directors to resolve to file suit; any director authorised to act for the company, unless the contrary is shown, has the powers of the board
- A court of law cannot rewrite a contract between the parties; parties are bound by the terms of their contract absent coercion, fraud or undue influence
- The evidential burden lies on the party asserting facts on which a legal right or liability depends
Court orders
#- 1.The Plaintiffs' suit is dismissed with costs to the Defendant
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- Jurisdiction invoked
- Article 162(2)(b) of the Constitution as read with Section 13 of the Environment and Land Court Act and Section 148 of the Land Act
Relief refused
#Ksh. 65,797,788/= wayleave compensation plus interest at 14% p.a. from 24th December 2020
The Plaintiffs failed to discharge the burden of proof: no board resolution, no certificate of incorporation, no CR12 proving the 1st Plaintiff's existence or the Director's identity, the 2nd Plaintiff had no authority to act for the 1st Plaintiff, and the Plaintiffs did not prove compliance with the documentary conditions in the letters of offer
Compensation for wayleave over LR No. 5212/19
No certificate of title for either LR No. 5212/19 or LR No. 27368 was produced; the court could not determine the parcel's existence or registered proprietor
Costs
Suit dismissed with costs to the Defendant
Quotable passages
#Verbatim from the judgment, each located to the page it appears on in the official PDF — so these can be cited and checked directly.
Wayleaves are rights of way over land, often registrable as easements, and involve compensation for the use and occupation of land and as such, they directly fall under the purview of the Environment and Land Court's mandate.
In the ordinary course of events, the ELC still has original jurisdiction over the matters that are handled by NEMA, unless such jurisdiction is specifically and expressly ousted in a constitutionally compliant manner. The same holds true for proceedings under the Energy Act.
There having been no evidence that the decision in the Nakuru ELC Petition No. 8 of 2019 (Consolidated with ELC No. 24 of 2019) had been set aside, that decision by the Land Commission via Gazette Notice No. 1716 of 22nd February 2019 in my view remains quashed.
Any Director, who is authorized to act on behalf of the company, unless the contrary is shown, has the powers of the board to act on behalf of that Company.
I find that the Plaintiffs' suit lacks merit and the same is herein dismissed with costs.
Issues in the judgment
#The judgment gives inconsistent dates for the judgment quashing Gazette Notice No. 1716 - paragraph 7 says 27th September 2023 while paragraphs 19, 45, 78 and 139 say 27th September 2022
The Defendant submits the 2nd Plaintiff was neither a director, employee nor shareholder of the 1st Plaintiff, yet paragraph 31 records the 2nd Plaintiff stating he was a Director of the 1st Plaintiff
Plaintiffs' supplementary submissions state compensation was denied since '24th December 2024' which post-dates the letters of offer of 18th December 2020 and the suit of 2023
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Prigal Limited & another v Kenya Electricity Transmission Company Limited (Environment and Land Case 96 of 2024) (Environment and Land) [2025] KEELC 5137 (KLR)", Case Analysis (2025). Naivasha ELC Case (Plaint dated 10th July 2023). Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2025/5137/eng@2025-07-10
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.