Micro-City Computers Limited v Board of Trustees Social Security Fund
The bottom line
#Supreme Court allows appeal only on proving anticipated profits as special damages.
What this practically means
#The Supreme Court of Kenya partially allowed an appeal on whether lost future profits can be claimed as special damages in a breach of contract case. The court ruled that this question is legally unsettled and affects the public interest. However, it rejected the argument that the Court of Appeal had changed the long-established rule that special damages must be specifically pleaded and strictly proved. The case will now proceed only on the profits issue.
Executive summary
#Questions the Court framed
#The issues the Court set itself to decide, in its own words.
- 1.Whether the Court of Appeal erred in certifying the identified issues as amounting to matters of general public importance.
- 2.Whether the intended appeal raises issues of general public importance warranting certification under Article 163(4)(b).
Key legal issues
#Whether the issue of the standard of proof for anticipated profits as special damages for breach of contract is a matter of general public importance.
Yes, this issue raises a substantial question of law, the determination of which will have a significant bearing on the public interest.
The Court noted that the question of whether anticipated profits can be awarded as special damages and the applicable evidentiary standard remains a vexed question. The Court of Appeal itself acknowledged this, and the Supreme Court agreed that it raises a substantial point of law transcending the parties' dispute, thus warranting certification.
Whether the Court of Appeal departed from the settled principle that special damages must be specifically pleaded and strictly proved.
No, the Court of Appeal did not depart from this settled principle.
The Supreme Court found that the majority judgment of the Court of Appeal reaffirmed the principle that special damages, including anticipated profits, must be strictly proved, with flexibility limited to the modes of proof employed. The issue is long settled and does not require further input from the Supreme Court.
Legal principles established
#- Certification as a matter of general public importance requires the issue to transcend the particular case and have significant public interest.
- A substantial point of law whose determination bears on the public interest qualifies for certification under Article 163(4)(b).
- The standard of proof for anticipated profits as special damages remains a vexed and unsettled question of law.
- The principle that special damages must be specifically pleaded and strictly proved is settled and was not departed from.
- The Supreme Court may partially affirm certification, admitting an appeal only on certain issues while rejecting others.
Court orders
#- 1.The Motion dated 31st July 2025 and filed on 1st August 2025 is hereby dismissed.
- 2.The Ruling of the Court of Appeal delivered on 18th July 2025, allowing leave to appeal to this Court, is hereby partially affirmed.
- 3.Each party shall bear its own Costs.
The bench
#One judgment of the whole court — no separate or dissenting opinions.
Wrote the judgment
- On appeal from
- Court of Appeal of Kenya
- Civil Appeal No. 49 of 2020 as consolidated with Civil Appeal No. 59 of 2020
- Jurisdiction invoked
- Article 163(4)(b) & (5) of the Constitution, Sections 15(1) and 16(2) of the Supreme Court Act, 2011
Relief refused
#Certification of the issue: 'Whether the appellate court departed from the settled principle that special damages must be specifically pleaded and strictly proved'
The Court found that the Court of Appeal did not depart from the settled principle, and the issue did not require further input from the Supreme Court.
Costs
Each party shall bear its own Costs.
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.
for a case to be certified as one involving a matter of general public importance, the intending appellant must satisfy the Court that the issue to be canvassed on appeal is one the determination of which transcends the circumstances of the particular case, and has a significant bearing on the public interest
Regarding the aspect of anticipated profits as being a limb for which special damages may be awarded, we are in agreement with the Court of Appeal that, this still remains a vexed question. Indeed, this matter raises a substantial question of law, the determination of which, will have a significant bearing on the public interest.
Key timeline
#Practical implications
#Refine certification arguments
When seeking Supreme Court certification, target only unsettled legal issues that affect the public beyond your client. The court here separated settled law from vexed questions, granting certification only on the latter. Prepare to argue why each proposed issue transcends the case and requires authoritative guidance.
Document profit projections carefully
With the Supreme Court allowing an appeal on how to prove lost future profits, businesses should maintain meticulous records of projected earnings, market data, and contractual expectations. Until this point is settled, courts still require strict proof of anticipated profits as special damages. Strong documentation is essential for any breach claim.
Keep evidence of expected earnings
Individuals claiming lost income from broken contracts must be ready to show specific evidence of what they would have earned. The court reaffirmed that such losses are special damages needing strict proof. Keep contracts, invoices, correspondence, and expert estimates to meet this burden if you need to sue.
Frequently asked questions
#What is a matter of general public importance in Kenya?+
A matter of general public importance is one whose determination transcends the circumstances of the particular case and has a significant bearing on the public interest. The Supreme Court considers whether the legal issue affects many people or has wide implications, not just the parties involved.
How do you prove anticipated profits in a breach of contract case in Kenya?+
Anticipated profits are special damages, so they must be specifically pleaded in the court documents and strictly proved with clear evidence like contracts, financial records, and expert testimony. The Supreme Court has noted this area is legally uncertain, and an appeal is ongoing to clarify the standard.
Can the Court of Appeal's certification for Supreme Court appeal be challenged in Kenya?+
Yes, a party can challenge certification by filing a motion in the Supreme Court. In Paul Okolo Ananga v. Kellen Njue, the applicant did so. The Supreme Court can dismiss the motion, affirm the certification, or vary it by allowing the appeal only on some issues, as happened here.
What is the difference between special damages and general damages in Kenyan contract law?+
Special damages are quantifiable financial losses like lost profits that must be specifically alleged and proven with evidence. General damages are presumed from the breach and do not require specific proof; courts award them based on the nature of the harm. The Supreme Court is examining the proof standard for anticipated profits as special damages.
Cite this brief
#Cite this brief
Caselaw, "Micro-City Computers Limited v Board of Trustees Social Security Fund", Case Analysis (2026). Application E022 of 2025. Source: https://new.kenyalaw.orghttps://new.kenyalaw.org/akn/ke/judgment/kesc/2026/11/eng@2026-01-30
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.