THE KENYA SCHOOL OF LAW

PROJECT WORK

COURSE TITLE: CONVEYANCING LAW

COURSE CODE: ATP 107
COURSE INSTRUCTOR: MR. STEPHEN AYIERA
CLASS A
FIRM 7

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FIRM 7 CLASS A MEMBERS

NAME REGISTRATION NUMBER SIGNATURE

1. Mbugua David Njenga 20220808

2. Mageto Jerry Clyde Aganyo 20221005

3. Peter Faith Mbesa 20220413

4. Katana Joseph Ngala 20221616

5. Ahmed Najib Shillow 20220642

6. Kandie Cynthia 20221282

7. Kandie Kimono Alex 20221275

8. Davis Kiprono 20221123

9. Mulamba Levis Ouma 20220821

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DECLARATION

This project is our original work and has neither been submitted nor is it currently being
submittedanywhere for academic credit. All sources are acknowledged as References.

SIGNATURE DATE …5/9/2022…………

MBUGUA DAVID NJENGA - CHAIRPERSON/FIRM LEADER

SIGNATURE DATE……5/9/2022……………

FAITH MBESA PETER - SECRETARY

COURSE LECTURER: MR. STEPHEN AYIERA

SIGNATURE: …………………………………………

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LIST OF ABBREVIATIONS

COK -Constitution of Kenya 2010

PLC – Public Limited Company

LSK - Law Society of Kenya

L.R NO - Land Reference Number

LIST OF REFERENCES

Legislation and regulations

The Constitution of Kenya, 2010

Land Act, 2012

Land Registration Act, 2012

Sectional Properties Act, 2020

Law of Contract Act, Cap 23

L.S.K Conditions of Sale, 2015

List of cases

Ombogo v Standard Chartered Bank of Kenya Ltd EA 481 [2002]

National Bank of Kenya ltd vs. Wilson Ndolo Ayah 7 another Civil Appeal No.119 of 2002,

National Bank of Kenya Limited v Anaj Warehousing Limited [2015] eKLR

Serve In Love Africa (Sila) Trust v David Kipsang Kipyego & 7 others [2017] eKLR

Kinluc holdings ltd vs. mint holdings ltd & another [1998]eKLR

National Provincial Bank Ltd v Hastings [1965] AC 1175

Waruhiu K’owade & Ng’ang’a Advocates v Mutune Investment Limited [2016] eKLR

Kenya Reinsurance Corporation Ltd vs. Muriu [1995-1998] 1 EA 107

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Nelson Kivuvani v Yuda Komora & Another Nairobi HCCC No.956 of 1991

Reliable Electrical Engineers Ltd vs Mantrac Kenya Limited [2006] Eklr

Kuria Greens Limited v Registrar of Titles & another [2011] eKLR

Books

P.L.Onalo, „Land Law and Conveyancing in Kenya‟ (1st published 2000, 2008 Law Africa)

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Table of Contents
FIRM 7 CLASS A MEMBERS .................................................................................................... i

DECLARATION........................................................................................................................... ii

LIST OF ABBREVIATIONS ..................................................................................................... iii

LIST OF REFERENCES ............................................................................................................ iii

Legislation and regulations ......................................................................................................... iii

List of cases ................................................................................................................................... iii

Books ............................................................................................................................................. iv

QUESTION 1 ................................................................................................................................ 1

1.0 Introduction ............................................................................................................................. 1

1.1 Duties of Wetu & Company Advocates in representing the vendor .................................. 1

1.2 Duties of Wetu & Co Advocates as the chargee’s advocate. ............................................... 2

QUESTION 2 ................................................................................................................................ 4

Agreement for sale ........................................................................................................................ 4

QUESTION 3 .............................................................................................................................. 17

3.1 Completion documents. ........................................................................................................ 17

3.1.1 Meaning of completion documents. .................................................................................. 17

3.1.2 Application for completion document .............................................................................. 17

3.1.3 Completion date ................................................................................................................. 17

3.1.4 Completion venue............................................................................................................... 18

QUESTION 4 .............................................................................................................................. 20

Professional undertaking ........................................................................................................... 20

QUESTION 5 .............................................................................................................................. 22

5.1 Available to Capital Annex Group Limited ....................................................................... 22

5.1.1 Specific Performance ......................................................................................................... 22

5.1.2 Cancellation of Title ........................................................................................................... 23

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5.1.3 Rescission of Contract ....................................................................................................... 24

5.1.4 Suit for damages ................................................................................................................. 24

5.2 Reliefs available to Next Properties Limited ...................................................................... 25

5.2.1 Claim for an action in debt ............................................................................................... 25

5.2.2 Registration of a Caution .................................................................................................. 25

MEETING 1 ................................................................................................................................ 26

MEETING 2 ................................................................................................................................ 29

MEETING 3 ................................................................................................................................ 32

MEETING 4 ................................................................................................................................ 35

MEETING 5 ................................................................................................................................ 37

MEETING 6 ................................................................................................................................ 39

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QUESTION 1

1.0 Introduction

In a conveyancing transaction it is imperative that it be done by an advocate who is qualified

as per requirements of Section 34 of the Advocates Act, however the Supreme Court in
National Bank of Kenya Limited v Anaj Warehousing Limited decision decreed that; “no
instrument or document of conveyance becomes invalid under Section 34(1)(a) of the
Advocates Act, only by dint of its having been prepared by an advocate who at the time was
not holding a current practicing certificate. The contrary effect is that documents prepared by
other categories of unqualified persons, such as non-advocates, or advocates whose names
have been struck off the roll of advocates, shall be void for all purposes.”1

The duties of an advocate owed to a client is fiduciary. In the case of Serve in Love Africa
(Sila) Trust v David Kipsang Kipyego & 7 others the court breaks down the elements of an
advocate‟s fiduciary duty to the client. The court observes that the Advocate owes the client a
duty of; loyalty, confidentiality; disclosure of all relevant information within their knowledge
so as to conduct themselves in a manner that is in the client‟s best interests as well as putting
their client‟s interests before their own.2
1.1 Duties of Wetu & Company Advocates in representing the vendor

a. First and foremost the advocate ought to conduct a client Interview to get acquainted
with the transaction and receive instructions.3 They are obligated to receive
information concerning the property being sold. Which includes, but is not limited to;
Details of proposed purchase price, discuss legal fees and disbursements.
b. Get the full names and particulars of the client including those of the other party
and/or estate agents involved.
c. Obtain Title document and Investigate whether your client has good title.
d. Full particulars of the property concerned and whether it is freehold or leasehold, and
location.

1
National Bank of Kenya Limited v Anaj Warehousing Limited [2015] eKLR
2
Serve In Love Africa (Sila) Trust v David Kipsang Kipyego & 7 others [2017] eKLR.
3
P.L.Onalo, „Land Law and Conveyancing in Kenya‟ (1st published 2000,2008 Law Africa)

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 e. Enquire what the agreed selling price is and whether any preliminary deposits are
required or have been paid and if so hold the payments as stakeholder for the benefit
of both parties.4
f. Details of any encumbrances; mortgage or charge on the property (if any), the lenders
name and the outstanding balance.
g. Question whether the property is vacant or these are chattels or fixtures thereon;
h. The expected date of completion. On the completion date there are other requirements
that the vendor through the advocate is required to submit to the purchaser these are
referred to as completion documents.5
i. Draft the sale agreement6 and dispatch a copy to the purchaser‟s advocate.
j. Engross the sale agreement on receipt from the buyer.
k. Return the sale agreement to the buyer for execution by putting a signature to the
same.
l. Receipt and deposit in the client‟s account any deposits payable.
m. Advice the vendor that he has a continuing duty of care toward the property being
conveyed.
n. Arrange and host a completion meeting.
o. Account to client for proceeds of sale.7 In the case of Kinluc holdings ltd vs. Mint
holdings ltd & another8, it was stated that if an advocate whilst acting for a client, is
in breach of some duty he owes to the client, professionally, he may become
personally liable to the client who has therefore a cause of action against the advocate.

1.2 Duties of Wetu & Co Advocates as the chargee’s advocate.

a. Advice the bank on appropriate security,

b. Proper investigation of title; before undertaking to charge the property the bank under
the advice of the advocate has to ensure that the vendor has good title in order to
protect their interest. In National Provincial Bank Ltd v Hastings9 it was stated that
“persons dealing with unregistered land must obtain same information outside the

4
LSK Conditions of sale 2015, c 5.1.2
5
LSK Conditions of sale 2015, c 8.1.2
7
Supra n 1
8
Kinluc holdings ltd vs. Mint holdings ltd & another [1998]eKLR
9
National Provincial Bank Ltd v Hasting [1965] AC 1175

2
 register in the same manner and from the same sources as people dealing with
registered land would obtain it”.
c. Confirm the capacity of the chargor.
d. Draft the charge and send it to the borrower‟s advocate for approval.
e. Engross the charge and send it for execution and attestation and ensure attestation and
execution is done in accordance with the law.
f. Obtain all consents and documents if the same have not been availed by the borrower;
with regards to this it was stated in Waruhiu K’owade & Ng’ang’a Advocates v
Mutune Investment Limited10; that a professional undertaking is an unequivocal
promise made by a party to another either to do or to refrain from doing something or
acting in a manner which may prejudice the right of the opposite party, to which
liability may attach.

g. To get the lender to execute the charge or the mortgage document

h. To stamp or pay stamp duty on the charge documents and lodge the same for
registration at the land registry
i. To complete the transaction by accounting not only to the borrower‟s advocate but
also to the client as held in Kenya Reinsurance Corporation Ltd vs. Muriu11

10
Waruhiu K‟owade & Ng‟ang‟a Advocates v Mutune Investment Limited [2016] eKLR
11
Kenya Reinsurance Corporation Ltd vs. Muriu [1995-1998] 1 EA 107

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QUESTION 2

Agreement for sale

Dated this………3………….. Day of………March…………2022

AGREEMENT FOR SALE

between
CAPITAL ANNEX GROUP PLC

(‘’Vendor’’)
and
NEXT PROPERTIES LIMITED

“Management Company”

and

BAZU & FAMILY LIMITED

(“Purchaser”)

Relating to the sale and purchase of

UNIT, FLOOR NUMBER 5, MEASURING 15,000 SQUARE FEET, OF
CAPITAL ANNEX BUILDING, L.R. NO. 209/4044, UPPER HILL ROAD,
NAIROBI (the “property”)
Drawn by:
Wetu & Partners Advocates
Maasai Mall, 2nd Floor,
Bogani Road, Karen
P.O Box 49393 – 00100 NAIROBI

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 AGREEMENT FOR SALE

THIS AGREEMENT IS MADE the ………3rd …….. day of…March……………..

CAPITAL ANNEX GROUP PLC ( Company Number CPR/2021/197), Company

incorporated in the Republic of Kenya and having its registered office situated at Nairobi for
the purposes hereof of Post Office Box Number 44502-00100, Nairobi (hereinafter referred
to as the “Vendor” which expression shall include its successors and assigns) of the first
part;

NEXT PROPERTIES LIMITED of Post Office Box Number 1086-00400, Nairobi, (the
“Management Company” which expression shall include his personal representatives and
assigns) of the second part; and

BAZU FAMILY LIMITED Company incorporated in the Republic of Kenya (Company

Number CPR/2021/50) P.O. Box 4050-00100, Nairobi hereinafter be referred to as the
“Purchaser”, which expression shall include its successors and assigns)of the other part

WHEREAS:

A. The Vendor is registered as proprietor of the Leasehold interest of the building

(hereinafter described) and improvements erected and being erected thereon.
B. The Vendor will sell and the Purchaser will purchase the Property, which comprises
part of the Building, or the Purchase Price subject to the terms and conditions
hereinafter provided.
C. The Vendor has agreed to sell and the Purchaser has agreed to purchase interest
comprised in the Property for the sum of KENYA SHILLINGS THIRTY
MILLION ONLY (Kshs. 30,000,000/=) and upon the terms and conditions
hereinafter appearing.

D. The transfer of the Property from the Vendor to the Purchaser is in consideration of
the payment of the Purchase Price and shall be by way of the Lease.
E. A Management Company is being incorporated for the purpose of managing and
maintaining the building or part thereof;
F. The Purchaser Intends to buy office space, measuring 15,000 Sq. feet 5 th Floor of
Capital Annex Building.
G. The office space comes with four parking slots on Basement One (1) and a common
garden on the rooftop.

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NOW THIS AGREEMENT WITNESSETH as follows:-

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions
“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday in
Kenya) on which banks and financial institutions are normally open for the conduct of
banking business in Kenya;

“Building” means the building and improvements constructed and erected by the Vendor on
the Land in accordance with the Building Plans.

“Completion Date” means the date specified or ascertained in accordance with the
provisions of Clause 4 below and being the date on which Completion shall take place;

“Completion Documents” means the documents listed in sub-clause 9.1 to 9.8

“Deposit” means the sum of Kenya Shillings Five Million Kenyan Shilling (Kshs
5,000,000) being 10% deposit paid by the Purchaser to the Vendor on or before the execution
of this Agreement;

“Developments” means the infrastructure and other improvements erected or to be erected

by the Vendor on or for the benefit of the Property in accordance with the terms hereof;

“Financier” means Pride Bank Limited;

“LSK Conditions” means the Law Society of Kenya Conditions of Sale (2015 Edition);

“Lease” means the lease to be granted by the Vendor to the Purchaser for the residue of the
term of Twenty One (21) years from the lease effective date on the first day of the month
when substantial completion occurs, plus the payment of the Service Charge as defined in the
agreement, a copy of which is available from the Vendors Advocates;

“Management Company” means the limited liability company “Next Property Limited"
incorporated in the Republic of Kenya responsible for managing the property.

“Purchase Price” means Kenya Shillings Kenya shillings thirty million only (Kshs
30,000,000)

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“Purchaser’s Advocate” means, Tigo & Company Advocates, Nashon House, Upper Hill,
P.O. Box 42100-00100, Nairobi

“Property” means Unit Floor number 5, Measuring 15,000 Square Feet, Of Capital Annex
Building, L.R. No. 209/4044, Upper Road, Nairobi

“Vendor’s Advocates” means Wetu & Partners Advocates Maasai Mall, Bogani Road,
Karen P.O Box 49393 – 00100

1.2 Interpretation

In this Agreement, unless the context otherwise requires, reference to:

Words importing the singular number only shall include the plural number also and vice
versa and words importing the masculine gender include the feminine gender and neuter and
vice versa; clauses shall be construed as references to clauses of this Agreement; any statute
or Any provision of any statute shall be deemed to refer to any statutory modification or re-
enactment thereof and to any statutory instrument, order or regulation made thereunder or
under any such re-enactment;

Indemnifying any person against any circumstance includes indemnifying and keeping him
harmless from all actions, claims and proceedings from time to time made against that person
and all loss or damage and all payments, costs and expenses made or incurred by that person
as a consequence of or which could not has arisen but for that circumstance;

Costs, charges, expenses or remuneration shall be deemed to include, in addition, references

to any value added tax or similar tax charged or chargeable in respect thereof;

Any reference to any document means that document as is supplemented, amended or varied
from time to time between the parties thereto in accordance with the terms (if applicable)
hereof and thereof.

1.3 Headings

Headings to clauses are for convenience only and shall not affect the construction or
interpretation of this Agreement.

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 2. PAYMENT OF THE PURCHASE PRICE
The Purchase Price shall be paid by the Purchaser as follows:

2.1 Sale and Purchase. The vendor hereby agrees to sell, transfer and convey the Property
to the purchaser, and purchaser hereby agrees to purchase and accept the Property
from vendor, in each case for Kenya Shillings Thirty million only (Kshs
30,000,000), free from Encumbrances subject to and conditional upon the terms of this
Agreement. And on and subject to the other terms and conditions set forth in this
Agreement.
2.2 A deposit of Kenya Shillings Five million only (Kshs.5, 000, 000) shall be paid on or
before execution of the agreement to the Vendor‟s advocates to hold as stakeholders
pending successful completion of this transaction, receipt of which is hereby
acknowledged.
2.3 The payment in clause 2.1 and 2.2 above is to be effected by Real Time Gross
Settlement (RTGS) to the following account of the Vendor‟s advocates:-
Account Name: Trust Account
Bank Name: ABSA
Account Number: 01113765000
Branch: Karen
2.4 In the event that any moneys due as part of the Purchase Price hereinabove reserved
remains unpaid by the Purchaser seven (7) days after the due date for payment of the
same interest shall begin to accrue on such outstanding amount at the rate of 2% per
month from the due date until payment in full both days inclusive.
2.5 Kenyan Shillings Twenty Million (Kshs. 20,000,000) is payable to the vendor by Pride
Bank Ltd, (the financier) in consideration of instituting a charge on the subject
property.
2.6 The remaining balance of the purchase price Kenya shillings five million Kshs
(5,000,000)will be paid by the purchaser via EFT on the completion date.
3. SALE SUBJECT TO LAW SOCIETY CONDITIONS OF SALE
The sale is subject to the Law Society Conditions of Sale (2015 Edition) and all other
applicable laws in so far as there is no inconsistent with the conditions contained in this
Agreement.

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 4. COMPLETION DATE
Completion date shall be 90 days from the date of execution of this agreement.

5. POSSESSION
The Property is sold with vacant possession as far as encumbrances are concerned.

6. ENCUMBRANCES

The property is sold subject to such terms and conditions upon which the same is at present
held by the Vendor but otherwise free from all encumbrances and or claims.

7. GRANT OF LEASE
7.1 The transfer of the Property shall be by way of the grant of the Lease for an unexpired
term of twenty one years in accordance with the Sectional Property Act from the
Vendor to the Purchaser in consideration of the payment of the Purchase Price in full
as provided herein;
7.2 The stamping and registration of the Lease shall be conducted by the Vendor‟s
Advocates but at the Purchaser‟s cost and such stamping and registration shall only
take place after the Purchaser have made all the required payments as provided for in
this Agreement and the Schedule hereto.
8. MANAGEMENT COMPANY
8.1 The Building shall be managed in accordance with the rules and regulations (which
rules shall form part of this Agreement) promulgated from time to time by the Board
and the Memorandum and Articles of Association the Management Company.
8.2 The purchaser shall pay a fee of Kenya shillings twenty thousand only (Kshs
20,000) to the management company every month for maintenance purposes.
8.3 The Rules and Regulations shall be availed to the Purchaser by the Vendor‟s
Advocates and the Purchaser shall signify his acceptance by affixing his signature
thereon before taking possession of the Property. The Purchaser hereby undertakes to
observe and perform the Rules and Regulations of the said Management Company.

9. COMPLETION
9.1 Completion shall take place on the 90th day at the offices of the Vendor‟s Advocates.
9.2 On or before the completion date the purchaser‟s Advocate shall provide to the
financier‟s Advocate an irrevocable professional undertaking of a form and substance
that is acceptable to the vendor.
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9.3 In exchange of issuance of the said professional undertaking the vendor‟s Advocate
shall release the following completion documents to the purchaser‟s advocate;

a. Duly executed Certificate of title with the unit factor noted.

b. Registered Sectional Plan;
c. The share certificate in respect to the Management Company ; and
d. Registered floor plan and parking plan in respect to the unit
e. The Management Company by-laws.
f. A Management or Recreational Agreement, where applicable.
g. Land rates and rent clearance certificate.
h. A valuation requisition for Stamp Duty form in relation to the property
i. Consents from County government ( if applicable)

10. WARRANTY
10.1 The property is not on a buffer zone, road reserve or public land and its ownership
thereof is not subject to any challenge whatsoever from the Government of Kenya, any
Local Authority (including but not limited to Nairobi County Government) or any
third party whatsoever;
10.2 There is no law or decree or similar enactment binding on it so far as the vendor is
aware which would conflict with or prevent him from entering into or performing, and
observing the terms of this agreement or that might curtail the Purchaser right to
register the title to their nominees.
10.3 The vendor is not engaged in nor to the best of the vendor‟s knowledge threatened by
any litigation, arbitration or administrative proceedings relating to the property;
10.4 There is no adverse claim on the property, dispute regarding ownership, boundary,
easement, rights of way or any other such matters;
10.5 The vendor has not given any right of the way, easement or any overriding interest
and has no intention of so doing;
10.6 The vendor has to the best of his knowledge disclosed to the Purchaser all material
information relating to this property;
10.7 The vendor has not received any notice from the Government or Municipal Authority
or from owners of adjoining property which remain to be complied with and has
disclosed all such notices received to the Purchaser;

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10.8 The vendor will immediately disclose in writing to the Purchaser any event or
circumstance which may arise or become known to him after the date of this
agreement and prior to completion which is inconsistent with any of the warranties or
which had it occurred on or before the date of this agreement would have constituted a
breach of the warranties or which is material to be known by the Purchaser for value of
the property.

11. DOCUMENTS AND DELIVERIES.

11.1 All instruments and documents required on Seller‟s part to effectuate this Agreement
and the transactions contemplated hereby shall be delivered to the purchaser and/or
purchaser‟s advocate and shall be in form and substance consistent with the
requirements herein.
11.2 The completion of the sale shall take place at the offices of the vendor‟s advocate
within 90 days of the signing of this agreement.
11.3 On or prior to the completion date, upon receipt by the Vendors Advocates of the
balance payment or a suitable professional undertaking by the purchasers‟ financiers
advocates (if any), and apportioned outgoings, the vendor‟s advocate shall deliver to
the purchasers advocate the documents listed in the special conditions contained in this
agreement.
12. FAILURE TO COMPLETE

12.1 Either party being ready, able and willing to complete shall be entitled to terminate
this Agreement for Sale due to breach or default of the other party in complying with
or performing his obligations in accordance with this Agreement for Sale.

12.2 Termination shall be by notice in writing to the party in breach of default specifying
the breach or default and allowing the other party a period not less than Twenty One
(21) days from the date of the Notice (which shall be referred to as the “Completion
Notice”) to rectify the breach or default and where the party in breach or default fails
to rectify the same within Twenty One (21) days from the date of service of such a
notice or such longer period specified therein or subsequently extended by notice, then
this Sale Agreement shall terminate and stand rescinded upon the expiry of that period
with the necessity of issuance of a rescission notice.

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12.3 In the event of failure by the Vendor to comply with any of the conditions hereof,
then the Purchaser shall be entitled to serve a notice in writing to the Vendor requiring
the Vendor to remedy the breach within a period of Twenty One (21) days from the
date of the notice and in default the Purchaser shall be entitled to rescind the Contract
and the vendor shall refund to the purchaser all monies paid to them and/or their
advocates plus 10% of the purchase price being the liquidated damages. In the event
that the Agreement for Sale is rescinded by the Vendor, the Vendor shall refund to the
Purchasers, the deposit paid less 10% of the purchase price being the liquidated
damages.

13. TIME OF THE ESSENCE

Time shall be deemed to be of the essence for all the purposes of this Agreement.

14. COSTS

Each Party shall bear and pay his/her respective Advocates‟ charges in connection with
this transaction. The Vendor shall meet the cost of obtaining all the Completion
Documents. The Purchaser shall meet the cost of stamp duty and registration fees on the
Transfer.

15. NO WARRANTY
The Parties confirm that they have willingly entered into this Agreement without any
undue influence or representation or warranty except as provided in this Agreement.

16. NOTICE
Any notice to be given to any Party to this Agreement shall be in writing and shall be
deemed to be duly served by being sent by registered post to the relevant Party‟s address
indicated above.

17. SURVIVAL
Save with regard to matters, which require to be fulfilled and is in fact fulfilled prior to or
at the Completion Date, this Agreement shall continue to be in full force and effect.

18. WAIVER
No failure or delay by the Vendor or the Purchaser in exercising any claim, remedy, right,
power or privilege under this Agreement shall operate as a waiver nor shall any single or
partial exercise of any claim, remedy, right, power or privilege preclude any further
exercise thereof or the exercise of any other claim, right or power.

12
19. REMEDIES CUMULATIVE
Any remedy or right conferred upon the Vendor or the Purchaser for breach of this
Agreement including the right of rescission shall be in addition to and without prejudice
to all other rights and remedies available to them.

20. AMENDMENT
No amendment to this Agreement shall be effective unless signed in the same manner as
this Agreement.

21. ARBITRATION
Should any dispute arise between the Parties hereto with regard to the interpretation,
rights, obligations and/or implementation of any one or more of the provisions of this
Agreement, the Parties shall in the first instance attempt to resolve such dispute by
amicable negotiation.

Should such negotiations fail to achieve a resolution within Fifteen (15) days, either party
may disclose a dispute by written notification to the other, whereupon such dispute shall
be referred to arbitration under the following terms:-

a. such arbitration shall be resolved under provisions of the Kenyan Arbitration

Act.
b. the tribunal shall consist of one arbitrator to be agreed upon between the
parties failing which such arbitrator shall be appointed by the Chairman for the
time being of the Law Society of Kenya upon the application of any party;
c. the place and seat of arbitration shall be Nairobi and the language of
arbitration shall be English and/or Kiswahili;
d. The award of the arbitration tribunal shall be final and binding upon the
parties to the extent permitted by law and any party may apply to a court of
competent jurisdiction for enforcement of such award. The award of the
arbitration tribunal may take the form of an order to pay an amount or to
perform or to prohibit certain activities;
e. Notwithstanding the above provisions of this clause, a Party is entitled to seek
preliminary injunctive relief or interim or conservatory measures from any
court of competent jurisdiction pending the final decision or award of the
arbitrator.

13
 22. ENTIRE AGREEMENT
This Agreement contains the whole agreement and understanding between the Parties
relating to the transaction provided for in this Agreement and supersedes all previous
agreements (if any) whether written or oral between the Parties in respect of such matters.

23. INTENTION TO BE BOUND

Each of the parties hereto hereby agrees and confirms for the purpose of the law of
contract Act (Chapter 23 Laws of Kenya) that it has executed this agreement with
intention to bind itself to the contents thereof.

IN WITNESS WHEREOF this agreement has been duly executed by or on behalf of the
parties hereto on the day and year herein before written.

SEALED with the COMMON SEAL of )

CAPITAL ANNEX GROUP PLC )

as Vendor )

in the presence of: )

Director Timothy Ochieng )

Director Anthony Naboka )

I CERTIFY that the directors of the vendor appeared before me on the ……3rd ………….
day of …………March …… Two Thousand and Twenty two and being identified
…Anthony and Timothy…………………… (being known to me) acknowledged their
above signatures to be theirs and that they had freely and voluntarily executed this instrument
and understood its contents.

SIGNED by

NEXT PROPERTY LIMITED )

As Management Company )

in the presence of: )

14
 )
) _______________________

Advocate )

I CERTIFY that I was present and saw the Director of the Management Company affix the
Common Seal to this Agreement.

______ ___

ADVOCATE

SEALED with the COMMON SEAL of )

BAZU & FAMILY LIMITED )

as Purchaser )

in the presence of: )

Director Bazuu )

Director Pendo )

I CERTIFY that the directors of the purchasor appeared before me on the …3rd ………day of
…March…………… Two Thousand and Twenty two and being identified … Bazuu &
Pendo… (being known to me) acknowledged their above signatures to be theirs and that they
had freely and voluntarily executed this instrument and understood its contents.

15
 Drawn by:
Wetu & Partners Advocates
Maasai Mall, 2nd Floor,
Bogani Road, Karen
P.O Box 49393 – 00100 NAIROBI

16
QUESTION 3

3.1 Completion documents.

3.1.1 Meaning of completion documents.

Completion documents means the documents to be executed by the seller ,the purchaser ,the

purchaser guarantors and or calpine or the seller guarantors (as the case may be) and

delivered by the appropriate party at completion.12

They are deeds and other documents that are necessary for the transfer of tittle and other

documents that are necessary for transfer of good tittle and as may be defined in the

agreement and in the absence of any definition in the agreement.

3.1.2 Application for completion document

Immediately after the execution of the agreement and payment of deposit the parties shall

commence preparing for completion

The vendor’s advocates shall apply to the relevant authorities for issuance of the completion
13
documents provided for in condition 8.4.1. Once the completion documents have been

obtained, the vendor’s Advocates shall communicate such information to the purchaser’s

advocate and shall further provide copies of the said completion documents so as to

demonstrate the ability to complete.

3.1.3 Completion date

Completion date means the date specified in the agreement, failing which, the ninetieth day

(90th) after the date of the agreement.14 The completion documents are always exchanged

12
Ken O Ouma, ' Completion Stage in Conveyancing' ( academia.edu 2019) < https://www.academia.edu>
accessed 10th July 2020
13
L.S.K Conditions of Sale, c 7.1
14
L.S.K Conditions of Sale 2015, c 8.1.1

17
between the vendors advocate and the purchaser‟s advocates for the balance of the purchase

to be cleared or an undertaking to be in approved form in respect of the balance of the

purchase price.

3.1.4 Completion venue

The place of completion is usually at the vendors advocate office. This is usually stated in the

agreement. Where the agreement does specify the time and place of completion, completion

can take place at any other venue that the parties may agree. If the parties do not agree on the

venue, the completion must take place at the vendor‟s advocate‟s office or at the last physical

address of the vendor‟s advocate as supplied to the Law Society of Kenya.15

The Completion documents are provided for under Condition 8.4.1 of the LSK conditions of
Sale, 2015. However, since the sale effected here is for sectional properties, we shall rely on
both the LSK Conditions of Sale, 2015 and the Sectional Property Act. Section 43 of the
Sectional Properties Act, provides for the documents required to effect the sale of a
Unit16.The following are the completion documents to be provided by the Vendor;

a. Duly executed Certificate of title with the unit factor noted.

b. Registered Sectional Plan;
c. The share certificate in respect to the Management Company ; and
d. Registered floor plan and parking plan in respect to the unit
e. The Management Company by-laws.
f. A Management or Recreational Agreement, where applicable.
g. Land rates and rent clearance certificate.
h. A valuation requisition for Stamp Duty form in relation to the property
i. Consents from County government ( if applicable)
j. The sale agreement
k. Any recreational agreement or proposed recreational agreement
l. Any charge that affects or proposed charge that will affect the unit or proposed
unit, or with respect to that charge a charge notice.

15
Ibid
16
Sectional Properties Act 2020, S 43 (1)

18
m. Copy of the vendor‟s certificate of registration
n. Copies of the identity cards and pin certificates of the vendor‟s directors
o. Three colored passport size photographs of each of the vendor‟s directors

19
QUESTION 4

Professional undertaking

TIGO & COMPANY

ADVOCATES

PM LLB (Hons)MU NASHON HOUSE P. O BOX 42100 -00100

1st Floor, NAIROBI

CELL : ……………..

Our Ref: BL/CON/002 Your Ref: CON/1/5/2022 Date: 14/04/2022

PRIDE BANK LIMITED,

P.O BOX, 4321 – 00100,
NAIROBI.
ATTN: PRIDE BANK LIMITED
Dear Sir,
RE: PROFESIONAL UNDERTAKING ON THE PURCHASE OF OFFICE SPACE,
LR NO.209/4044 5TH FLOOR CAPITAL ANNEX BUILDING, UPPER HILL
NAIROBI COUNTY.
We act for Bazu & Family Limited (“the chargor”) in its attempt to secure a loan from you
(“the financier”). The loan guarantees the purchase of a unit referred herein as 5th Floor,
Capital Annex Building L.R No. 209/404 Upper Hill, Nairobi. The Unit is registered in the
name of Capital Annex Group PLC (the "Vendor").

In this regard and on the instructions of the Financier, in exchange of the secured loan
requested hereunder, as guided by LSK Conditions of Sale 6.1.4 and 7.2, we hereby give our
irrevocable and unconditional professional undertaking in the following terms:-

1. THAT upon successful transfer of the conveyance in our client‟s favour, we shall
simultaneously register a charge on the same title in the financier‟s favour within
fourteen (14) days from the date of execution of the sale agreement.
2. .THAT we shall ensure that the registration of the transfer and charge is enhanced
expeditiously in your favour, failure to which we shall be held accountable.

20
 3. THAT we shall immediately upon receipt of the duly registered Transfer and charge
notify you of such registration.
4. THAT time shall be of the essence in respect of all our obligations and;
5. THAT this undertaking shall be governed by the Laws of Kenya.

We look forward to your confirmation of our professional undertaking in the abovementioned

terms.
Yours sincerely,
Managing Partner,

Tawi Kubwa

TIGO & COMPANY ADVOCATES

21
QUESTION 5

5.1 Available to Capital Annex Group Limited

5.1.1 Specific Performance

Capital Annex Group can move court for an order of specific performance against Bazu
Family. This would be in order to compel them to complete the payment of the balance of the
purchase price. In order to be granted an order of specific performance, a party must first
show that the contract for sale of land was valid. The Law of Contract Act states that no suit
based on a contract for disposition for land shall be brought unless the contract is in writing,
signed by all parties thereto and each signature has been attested to by a witness present at the
time of signing17. Further in Nelson Kivuvani v Yuda Komora & Another18 the Court held that
an agreement for sale of land which contains the names of the parties, the number of the
property, the purchase price and the conditions attached thereto, the obligations, express or
implied, of each of the parties and signed and witnessed by two witnesses who signed against
their names amount to a valid contract. As such the sale agreement between Bazu Family and
Capital Annex Group is a valid contract capable of being enforced.

An order for specific performance is a discretionary one and will only be granted where it
would not cause undue hardship on the defendant or where there is no other viable alternative
remedy. In Reliable Electrical Engineers Ltd vs Mantrac Kenya Limited 19, Justice Maraga as
he then was, held that;-

“Specific performance like any other equitable remedy is discretionary and the Court will
only grant it on well laid principles. The Jurisdiction of specific performance is based on the
existence of a valid enforceable contract. It will not be ordered if the contract suffers from
some defect, such as failure to comply with the formal requirements or mistake or illegality,
which makes the contract invalid or enforceable. Even when a contract is valid and
enforceable, specific performance will however not be ordered where there is an adequate
alternative remedy. In this respect damages are considered to be an adequate alternative
remedy where the claimant can readily get the equivalent of what he contracted for from
another source. Even when damages are adequate remedy specific performance may still be

17
Law of Contract Act, Cap. 23, s.3(3)
18
Nairobi HCCC No.956 of 1991
19
[2006] eKLR

22
refused on the ground of undue influenced or where it will cause severe hardship to the
defendant.”

Having considered the contract between Bazu Family and Capital Annex Group, the same is
not tainted by any mistake , defect or illegality as to render it unenforceable. Further,
compelling Bazu Family to pay the remainder of the purchase price would not cause severe
hardship on it and would be an adequate remedy as the alternative would require cancellation
of the title.

5.1.2 Cancellation of Title

S. 26(1) of the Land Registration Act provides that a certificate of title duly issued by the
Lands Registrar is prima facie evidence of absolute and indefeasible ownership except on the
grounds of fraud or misrepresentation to which the person is a party20. As such, the title
acquired by Bazu Family is not indefeasible as the same was acquired by misrepresentation
and fraud by the same. In Koinange & 13 Others V. Charles Karuga Koinange21 the Court
held that where fraud is alleged by the plaintiffs, the onus is on them to discharge the burden
of proof. Allegations of fraud must be strictly proved, although the standard of proof may not
be so heavy as to require proof beyond reasonable doubt, something more than a balance of
probabilities is required. In our instance case, Bazu Family Ltd actions of not paying both the
balance of the purchase price and the service fee clearly indicates that they had no intention
of paying the Vendor the its rightful money. In the alternative, it could be said that Bazu
Family misrepresented its financial position to the Vendor as it relied heavily on the Bank
and seemed to be incapable of completing the sale itself.

S.80 of the Land Registration Act gives power to the ELC to make an order directing for the
rectification of the Land Registry if satisfied that a particular registration was obtained by
fraud or mistake22. Such rectification of the register shall not be made against the title of the
proprietor unless the proprietor had knowledge of the fraud, mistake or omission leading to
the cancellation or substantially contributed to it23. Further, it is only the Court that has the
power to cancel a title that has been obtained through fraud or mistake24.

20
Land Registration Act, 2012 s.26(1)
21
1986 KLR
22
Land Registration Act, 2012. s.80(1)
23
Ibid. s.80(2)
24
Kuria Greens Limited v Registrar of Titles & another [2011] eKLR

23
Upon cancellation of the title, the Bank having a registered charge against the land shall have
a right of indemnification against Bazu Family25. The value of this indemnification shall be
as per the interest of the Bank at the time of the cancellation which was 25 million together
with interest and any costs incidental. After cancellation, the Bank may move Court under S.
81 of the Land Registration Act and be granted appropriate relief.

5.1.3 Rescission of Contract

As per clause twelve (12) of the Sale Agreement between the Purchaser and the Vendor, the
Vendor is entitled to rescind the contract and claim damages against the Purchaser should
they fail to complete the purchase price. The Vendor shall be entitled as per the provisions of
the Sale Agreement to issue a 21-day Completion Notice when Bazu Family failed to
complete the Purchase Price on the completion date. If Bazu Family fails to complete
payment during this period, the Vendor shall be entitled to rescind the contract. This will
entitle the Vendor to retain up to 10% of the deposit price and claim against the Purchaser for
any attendant costs and charges that they have incurred as a result of the breach.

Upon rescission of the contract, as per c.8.7.2 of the LSK Conditions of Sale, the Vendor
shall be entitled to resale the property to a third party26. Upon resale of the property, Capital
Annex Group shall refund the balance of the deposit and any monies paid to Bazu Family less
costs of the resale.

5.1.4 Suit for damages

In addition to the remedies already discussed above, the Vendor shall be entitled to institute a
suit against the Purchaser for damages for breach of contract and mesne profits if the
purchaser has entered into possession of the property27. Subject to the termination clause in
our contract, Capital Annex Group shall be entitled to institute a civil suit against Bazu
Family for recovery of damages due to their breach of the contract.

Where Bazu Family had already entered into possession of the property in question, Capital
Annex Group shall be entitled to regain property of the property either peaceably or through

25
Land Registration Act, 2012 s.81
26
LSK Conditions of Sale, 2015
27
Land Act, 2012 s.40

24
an order of Court.28 The recovery of damages shall include costs and general damages for
breach of contract. This does not preclude any other remedies available to the Vendor at law.

5.2 Reliefs available to Next Properties Limited

5.2.1 Claim for an action in debt

Under the Sectional Properties Act a corporation formed for the purpose of managing
sectional property and its common areas shall have power to recover from an owner, by an
action in debt, any sum of money spent by the Corporation in execution of its administrative
29
duties. This sum is due either from the owner at the time the debt accrued or the owner at
the time the action was instituted both jointly and severally. This would accrue against a new
owner if the unit had changed ownership before institution of the action for debt. As such,
Next Properties Limited may institute a suit for recovery of the said amount from Bazu
Family in a court of law. This shall also include recovery of interest on the said amount.

5.2.2 Registration of a Caution

A corporation may register a caution against the title of an owner‟s unit for the contribution
due by him but not yet paid30. On registration of the caution, the corporation shall have a
charge against the unit equal to the unpaid contribution and such charge shall have priority
from the date of registration as a charge under the Land Registration Act . Where a caution
has been registered, the Corporation will be further entitled to recover costs of preparing,
registering and discharging the caution from the owner of the unit .

In our scenario, Next Properties Limited is entitled to register a caution against the unit
owned by Bazu Family for the recovery of the Kshs. 20,000/= owed to them. Further, they
would be entitled to interests on the said amount and all attendant costs to preparing and
registering the caution.

28
Ibid. s.39
29
Sectional Properties Act 2020, s 31 (1)
30
Sectional Properties Act 2020, S 31(4)

25
MEETING 1

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 24/05/2022

Time of meeting : 2:00pm- 4:00 pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members Present

1. David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 - Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 -Facilitator
5. Cynthia Kandie 20221282
6. Katana Joseph 20221616
7. Alex Kimono 20221275
8. Levis Mulamba 20220821
9. Najib Ahmed 20220642
Agenda

1. Prayers and Preliminaries

2. Set a strategy of the project work
ATP 107/Min 01/01: Prayers and Preliminaries

David Mbugua, the firm leader, called the meeting into order. He then requested Levis to start
the meeting with a word of prayer. The members then took a few minutes to get acquitted
with one another before getting into the main agenda.

ATP 107/Min/02/01: Set a strategy for doing the project work

Since this was the first meeting, Davies asked the firm members how they would wish to
tackle the project work and the procedure they would wish to follow.

Kimono suggested that we should tackle each project one at a time until its completion before
moving on to the next one. This idea was met with approval unanimously.

26
Concerning the amount of time of each project would take, Joseph, Cynthia and Faith were of
the idea that each project should be allocated one week in order to ensure that there would be
ample time to complete all projects. There were some several rebuttals from members who
claimed that one week would be a sort time. The members debated over the issue until they
reached a consensus that one week would be the adequate time.

Jerry raised the issue of whether we would be having both online and physical meetings and
purely physical meetings. Najib suggested that one should have both physical and online
meetings but David rebutted stating that physical meetings would be made much more
interactive and productive. After a unanimous agreement the members agreed on a physical
meeting. The members discussed on how they would tackle the project in a week and they
came up with the following format.

Meeting 2

 Read and discuss the questions.

 Discuss and iron out the issues.
 Discuss on the best approaches to the question.
Meeting 3

 Everyone to give an input on what they researched about on the issues.

 All members to have a skeleton draft of the question.
Meeting 3

 Discuss and critique the drafts submitted.

 Make any addition to the work.
 Facilitate to compile the work.
Meeting 5

 Look at the compiled work and analyze if we have answered the question to the best
of our ability.
Meeting 6

 The meeting should be on the last week after we have compiled all the projects.
 Go through the final drafts and make any corrections where necessary.

27
ATP 107/Min 03/01: Close of meeting

The firm leader set the date of the next meeting to be on wednesday 25th May 2022 at
2:00pm.

Davies led the members in prayer. The firm leader then called the meeting to a close at 4.00
pm.

Confirmed as the true copy of the proceeding by;

David Mbugua Faith Mbesa

Firm leader Secretary

28
MEETING 2

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 25/05/2022

Time of meeting : 2:00pm- 4:00 pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members present

1. David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 - Facilitator
5. Cynthia Kandie 20221282
6. Katana Joseph 20221616
7. Alex Kimono 20221275
8. Levis Mulamba 20220821
9. Najib Ahmed 20220642
Agenda

1. Read and discuss the project work

2. Discuss and iron out the issues
3. Discus on the best approach to do the question
ATP 107/MIN 01/02 Preliminaries

The firm leader called the meeting to order and indicated that the meeting had
commenced.Jerry led the members in prayer. The secretary read through the minutes of the
previous meeting and there was agreement that that was what had been discussed.

ATP 107/ MIN 02/02 Read and discuss the project work question.

Katana led the firm in reading out the project work question. We agreed that as a firm that the
question was mainly focusing on sale of sectional property. The project work consisted of
five questions which consisted of different issues.

29
ATP 107/ MIN 03/02 Question 1

The firm members agreed that the question required us to discuss the roles and obligations of
wetu and & co advocates. David suggested that wetu and partner advocated would be
representing both the vendor who in this case is capital annex group and the chargee who in
this case is pride bank.

ATP 107/ MIN 04/02 Question 2

Kimono suggested that question 2 required us to draft a sale agreement the firm members
agreed that everyone would have to go and research on how to draft a sale agreement.

ATP 107/ MIN 05/ 02 Question 3

Jerry stated that question 3 required us to discuss the completion documents. Davis suggested
that completion documents refer to the documents to be executed by the seller, the purchaser,
the purchaser‟s guarantors or the seller‟s guarantors and be delivered by the appropriate party
at completion.

ATP 107/ MIN 06/02 Question 4

Levis suggested that question 3 required us to prepare a professional undertaking that would
be issued to bride banks lawyers

ATP 107/ MIN 07/02 Question 5

Cynthia suggested that question 5 required us to discuss the relief available to capital annex
group since Bazu family Ltd had failed to pay the service charge and balance of the purchase
price and yet the title was already issued to them

ATP 107/ MIN 08/02 Best approaches to the question

The firm members discussed how to approach the question and how to tackle it. After much
deliberation, we agreed that all members should come with well written drafts of the issues in
the question and we would all the critique the drafts as a firm. In addition, all members were
to read and research on all the others issues so as to be well informed before the next
meeting.

30
ATP 107 /MIN 09/02 Close of the meeting

The unit facilitator, Davis kiprono, set the date of the next meeting to be on Thursday 26 th
may 2022 at 2.00 pm The members were asked to make drafts on the sale agreement, duties
of a vendor and purchaser for deliberations in the meeting.

Levis led the meeting in the closing prayer.

The chairperson called the meeting to a close at 4:17 PM.

Confirmed as the true copy of the proceedings by:

David Mbugua Faith Mbesa

Firm leader Secretary

31
MEETING 3

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 26/05/2022

Time of meeting : 2:00pm- 4:00 pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members present

1. David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 - Facilitator
5. Cynthia Kandie 20221282
6. Katana Joseph 20221616
7. Alex Kimono 20221275
8. Levis Mulamba 20220821
9. Najib Ahmed 20220642
Agenda

1. Discuss the issues in depth

2. Critique the drafts
ATP 107/MIN 01/03 Preliminaries

The firm leader called the meeting to order and indicated that the meeting had commenced.
Jerry led the members in prayer. The secretary read through the minutes of the previous
meeting and there was agreement that that was what had been discussed.

ATP 107/ MIN 02/03 Duties of wetu &co advocates in representing the vendor

The members took turns to present their drafts.

The first rule that and advocate has towards the vendor, Najib suggested that is to conduct a
client Interview to get acquainted with the transaction and receive instructions. They are
obligated to receive information concerning the property being sold. Which includes, but is

32
not limited to; Details of proposed purchase price, discuss legal fees and disbursements.
Levis and Cynthia were in agreement.
Jerry suggested that the advocate ought to obtain the full names and particulars of the client
including those of the other party and/or estate agents involved.
Joseph suggested that the advocate should obtain Title document and Investigate whether
your client has good title. The advocate should also obtain the full particulars of the property
concerned and whether it is freehold or leasehold, and location.
Faith suggested that the advocate should enquire what the agreed selling price is and whether
any preliminary deposits are required or have been paid and if so hold the payments as
stakeholder for the benefit of both parties.
Kimono suggested that the advocate ought to obtain details of any encumbrances; mortgage
or charge on the property (if any), the lenders name and the outstanding balance.
ATP 107/ MIN 03/03 Duties of Wetu &Co Advocates in representing the chargee

David suggested that the advocate should advice the bank on appropriate security and the
proper charge to be undertaken.
Davis suggested that the advocate should do a proper investigation of the title. Before
undertaking to charge the property the bank under the advice of the advocate has to ensure
that the vendor has good title in order to protect their interest. Cynthia provided the case of
National Provincial Bank Ltd v Hastings case to support this.

The firm members provided that the advocate also has the following duties; Confirm the
capacity of the chargor; Draft the charge and send it to the borrower‟s advocate for approval;
Engross the charge and send it for execution and attestation and ensure attestation and
execution is done in accordance with the law; Obtain all consents and documents if the same
have not been availed by the borrower.
ATP 107/ MIN 04/ 03 Drafting of a sale agreement
The firm members went through the various sections of the sale agreement and harmonized
their presentations in to one draft of sale agreement. The members mostly referred to the LSK
sale of conditions in coming up with important sections of the sale agreement.

33
ATP 107 /MIN 05/03 Close of the meeting

The unit facilitator, Davis kiprono, set the date of the next meeting to be on Friday 27 th May
2022 at 2.00pm. The members were asked to read and research on professional undertaking,
completion documents and reliefs for deliberations in the meeting.

Kimono led the meeting in the closing prayer.

The chairperson called the meeting to a close at 4:27 PM.

Confirmed as the true copy of the proceedings by:

David Mbugua Faith Mbesa

Firm leader Secretary

34
MEETING 4

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 27/05/2022

Time of meeting : 2:00pm- 4:00pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members present

1. David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 - Facilitator
5. Katana Joseph 20221616
6. Alex Kimono 20221275
7. Levis Mulamba 20220821
8. Najib Ahmed 20220642
9. Cynthia Kandie 20221282
Agenda
1. Discuss on the professional undertaking
2. Discuss on completion documents
3. Discuss relief sought
ATP 107/MIN 01/04 Preliminaries

The firm leader called the meeting to order and indicated that the meeting had commenced.
Joseph led the members in prayer. The secretary read through the minutes of the previous
meeting and there was agreement that that was what had been discussed.

ATP 107/ MIN 02/04 Completion Documents

Kimono stated that completion documents are deeds and other documents that are necessary
for the transfer of tittle and other documents that are necessary for transfer of good tittle.
Faith suggested that the completion documents are always exchanged between the vendors
advocate and the purchasers advocates for the balance of the purchase to be cleared or an

35
undertaking to be in approved form in respect of the balance of the purchase price. Cynthia
suggested that the completion documents are provided under condition 8.4.1 of the LSK
conditions of sale and the Sectional properties Act.
ATP 107/ MIN03/04 Professional undertaking
The firm members agreed that the professional undertaking would be drafted by Tigo & Co
Advocates. The firm members drafted the professional undertaking together.

ATP 107/ MIN 04/04 relief sought by affected parties

Jerry suggested that the relief available to capital annex group included specific performance,
cancellation of title rescission of title and damages. Najib and David seconded this idea.Levis
suggested that the relief available to Next Property Ltd included, claim for an action in debt
and registration of a caution. Joseph and Davis seconded this idea,
ATP 107 /MIN 05/04 Close of the meeting

The unit facilitator, Davis kiprono, set the date of the next meeting to be on Monday 29th May
2022 at 2.00pm. The members were requested by the chairman to send the drafts to the
facilitator for compilation. Levis led the meeting in the closing prayer.

The chairperson called the meeting to a close at 4:30 PM.

Confirmed as the true copy of the proceedings by:

David Mbugua Faith Mbesa

Firm leader Secretary

36
MEETING 5

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 30/05/2022

Time of meeting : 2:00pm- 4:00 pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members present

1. David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 - Facilitator
5. Katana Joseph 20221616
6. Alex Kimono 20221275
7. Levis Mulamba 20220821
8. Najib Ahmed 20220642
9. Cynthia Kandie 20221282
Agenda.

1. Read and critique the compiled draft

2. Correct any mistake.
ATP 107/Min 01/05 Preliminaries.

The chairperson called the meeting to order and requested David Mbugua to start us off with
a prayer. The secretary read the minutes of the previous meeting and we all agreed that they
were true.

ATP 107/Min 02/05 Confirmation that all drafts were sent.

The unit facilitator Davis Kiprono confirmed that all members sent their part of the issues as
discussed in the previous meeting for compilation.

37
ATP 107/Min 03/05 Reading and critiquing the compiled work.

We took time to read through the compiled draft while critiquing and correcting the mistakes.
Davis Kiprono made changes to the draft as members saw fit.

ATP 107 /Min 04/05 Close of meeting.

David Kiprono,the unit facilitator suggested that the date and time of the next meeting would
be discussed and communicated in the due course. Cynthia Kandie led the members in
closing prayer. The chairman leader called the meeting to a close at 4:17 PM.

Confirmed as the true copy of the proceedings by:

David Mbugua Faith Mbesa

Firm leader Secretary

38
MEETING 6

MINUTES OF FIRM 7 CLASS A 2022/2023 CONVEYANCING

Date of meeting : 30/08/2022

Time of meeting : 2:00pm- 4:00 pm

Venue : Moot Court 1

Facilitator : Davis Kiprono

Members present

1. 1 David Mbugua 20220808 - Firm Leader

2. Jerry Mageto 20221005 Vice firm Leader
3. Faith Mbesa 20220413 -Secretary
4. Davis Kiprono 20221123 - Facilitator
5. Alex Kimono 20221275
6. Levis Mulamba 20220821
7. Najib Ahmed 20220642
8. Katana Joseph 20221616
9. Cynthia Kandie 20221282
Agenda

1. Confirming that the compiled draft is perfect

ATP 107 /Min 01/06 Preliminaries.

The chairperson called the meeting to order and requested Faith Mbesa to start us off with a
prayer. The secretary read the minutes of the previous meeting and we all agreed that they
were true.

ATP 107/ Min 02/06 Read the completed draft.

We all read the completed drafted and agreed unanimously that the project work was well
answered that the project work was well answered to the best of our ability and it was ready
for submission.

ATP 107 /Min 03/06 Signing of the project work.

39
All members signed against their names and tasked the chairman with submitting the project
work.

ATP 107 /Min 04/ 06 Close of the meeting.

Davis Kiprono led the members in a closing prayer .The chairman called the meeting to a
close at 3:50 PM.

Confirmed as the true copy of the proceedings by:

David Mbugua Faith Mbesa

Firm leader Secretary

40