Sayani Investments Ltd v Mohammed t/a General Office Technology Solutions & 2 others (Environment and Land Appeal E093 of 2024) [2026] KEELC 3709 (KLR)
The bottom line
#The High Court dismissed a landlord's Kshs 6.1 million rent arrears claim because it could not prove the exact amount owed with ledgers or invoices.
What this practically means
#Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the appeal, and in particular the Record of Appeal lodged on 22nd December 2025, is properly before this court
- 2.Whether the Appellant proved, on a balance of probabilities, that the 1st and 2nd Respondents owed it rent arrears in the sum of Kshs. 6,109,055.60, or any other ascertainable sum
- 3.Whether the 3rd Respondent was obligated to collect any such rent arrears from the 1st and 2nd Respondents and remit the same to the Appellant
- 4.Whether the trial court properly evaluated the totality of the evidence and applied the correct standard of proof
- 5.Who should bear the costs of the appeal
Key legal issues
#Competency of the appeal in light of unexplained delay in lodging the Record of Appeal without a certificate of delay
The court declined to strike out the appeal because no formal application was made and both Respondents had fully engaged with the merits.
The delay was raised only in written submissions, not by a properly constituted application, and the Appellant had no opportunity to respond or seek indulgence. Non-suiting it on a point of pure procedure raised in passing would not accord with the interests of justice or Article 159(2)(d). The court nonetheless criticised the delay.
Whether the Appellant proved rent arrears of Kshs. 6,109,055.60
No. The claimant failed to discharge its legal burden of proving quantum; an adverse inference was properly drawn from failure to produce invoices.
The February 2021 letter recorded a balance of Kshs. 6,109,758.00 with an active repayment plan; the figure claimed nine months later differed by a mere Kshs. 702.40 and bore no arithmetical relationship to the schedule. No ledger, statement or invoice bridged the period. PW1 conceded he had not broken down the figure or produced invoices because they were 'bulky'. The 1st Respondent's admission of indebtedness was not an admission of the specific sum.
Whether the 3rd Respondent was obligated to collect pre-novation rent arrears
No, both on res judicata (the Kagoni Ruling was conclusive and unchallenged) and on the construction of the Deed of Novation.
The Ruling of 12th April 2022 had conclusively determined the question and the Appellant withdrew its appeal against it; relitigating it here would be an appeal through the back door. Independently, clause 1 of the Deed transferred rights, duties and obligations only 'from and after' the Effective Date of 1st November 2021, and courts cannot rewrite the bargain by reading in words the parties did not use.
Whether the trial court applied the wrong standard of proof or failed to appreciate the totality of evidence
No. The trial court correctly applied the balance of probabilities standard and its evaluation was sound.
The balance of probabilities still requires proof of quantum. The evidence before the trial court consisted of an unparticularised aggregate figure, a demand letter whose figures did not reconcile, and a witness who conceded he had withheld supporting invoices; that did not establish the specific sum even on the lower civil standard. The trial court expressly considered the admission, correspondence, lease and Deed of Novation.
The 1st and 2nd Respondents' counterclaim
Not appealed; the trial court's dismissal of the counterclaim stands undisturbed.
No cross-appeal was filed seeking to disturb the dismissal of the counterclaim, which was found to be premature since clause 6.5 entitled the 1st Defendant to remove stalls only on expiry or determination of the lease, which had not occurred. The first appellate court found nothing wrong in that finding.
Legal principles established
#- The legal burden of proof never shifts; an evidential burden shifts only after the proponent has first discharged the legal burden of proving the fact asserted, including quantum.
- A landlord alleging rent arrears bears the burden of demonstrating the amount owed precisely, as the information lies within its own possession.
- A matter already canvassed, contested and determined between the parties cannot be relitigated by indirect means.
- Courts will not rewrite a freely negotiated commercial bargain by reading in words the parties did not use.
- A balance of probabilities standard still requires a claimant to prove the essential elements, including quantum, of the claim advanced.
Court orders
#- 1.The appeal is hereby dismissed in its entirety
- 2.The judgment of the Chief Magistrate's Court at Nairobi, Milimani Commercial Courts (Hon. S.A. Opande, PM), delivered on 11th June 2024 in MCELC No. E508 of 2021, is hereby upheld
- 3.The costs of this appeal are awarded to the 1st, 2nd and 3rd Respondents, to be borne by the Appellant
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- On appeal from
- Chief Magistrate's Court at Nairobi, Milimani Commercial Courts
- MCELC No. E508 of 2021
- Jurisdiction invoked
- First appellate jurisdiction over subordinate court civil appeals (Constitution, Article 159(2)(d) invoked; Civil Procedure Act)
Relief refused
#Setting aside the trial court's judgment and declaration that the 1st and 2nd Respondents are jointly and severally liable for rent arrears of Kshs. 6,109,055.60
The Appellant failed to discharge its legal burden of proving quantum; the arrears figure was unparticularised and unreconciled with its own repayment schedule
Order directing the 3rd Respondent to recover the arrears and remit them to the Appellant
The question was conclusively determined in the unchallenged Ruling of Hon. E.M. Kagoni dated 12th April 2022 and, on the merits, the Deed of Novation transferred obligations only prospectively
Interest on the claimed sum until payment in full
Fell with the dismissal of the claim, as the underlying quantum was not proved
Costs
The costs of this appeal are awarded to the 1st, 2nd and 3rd Respondents, to be borne by the Appellant.
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.
i. The appeal is hereby dismissed in its entirety. ii. The judgment of the Chief Magistrate's Court at Nairobi, Milimani Commercial Courts (Hon. S.A. Opande, PM), delivered on 11th June 2024 in MCELC No. E508 of 2021, is hereby upheld. iii. T he costs of this appeal are awarded to the 1st, 2nd and 3rd Respondents, to be borne by the Appellant.
If anything, the absence of any reconciling document tends to undermine, rather than support, the reliability of the figure pleaded.
The words 'from and after' are not ambiguous; they denote a wholly prospective assumption of obligations, and admit of no construction under which obligations or liabilities arising before that date are thereby transferred to the Incoming Lessor.
A balance of probabilities standard still requires a claimant to prove the essential elements, including quantum, of the claim advanced; it does not relieve a claimant of the obligation to particularise and substantiate the figure sued for.
a matter already canvassed, contested and determined as between the parties cannot be relitigated by indirect means.
Issues in the judgment
#The judgment records the stakeholder sum inconsistently as Kshs. 4,595,423.00 and Kshs. 4,594,823.00
The claimed arrears figure of Kshs. 6,109,055.60 differs from the February 2021 balance of Kshs. 6,109,758.00 recorded in the Appellant's own letter, a discrepancy the court itself noted
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Sayani Investments Ltd v Mohammed t/a General Office Technology Solutions & 2 others (Environment and Land Appeal E093 of 2024) [2026] KEELC 3709 (KLR)", Case Analysis (2026). Appeal from Nairobi Milimani Commercial Courts MCELC No. E508 of 2021. Source: https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/3709/eng@2026-06-18
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.