LEGAL BASIS FOR DEED OF VARIATION FOR A LEASE

1. Succession Law

Under the Law of Succession Act (Cap. 160, Laws of Kenya):

• When a landlord (lessor) dies, their rights and obligations under contracts (such as leases) pass to their estate.
• The appointed personal representatives (administrators or executors) step into the legal shoes of the deceased for purposes of estate management.

Relevant Sections:

• Section 79: "The executor or administrator to whom representation has been granted shall be the personal representative of the deceased for all purposes... all the property of the deceased shall vest in him as personal representative."
• Section 80(2): Grants of letters of administration take effect from the date of death.

 

2. Contract Law Principles

• A lease agreement is a contractual relationship.
• Under common law, a contract may be varied by mutual agreement of the parties.
• The Deed of Variation is the proper legal instrument to record such changes, particularly when they relate to material terms (e.g., identity of the landlord).

 

3. Registration & Land Law (If Registered Lease)

If the lease is registered (e.g. under the Land Registration Act, 2012), and the property is governed under Kenya’s land law regime, the variation may require:

• Consent of the Land Registrar (if the lease or interest is registered);
• Updating the proprietorship section with the Administrator's details.

 

4. Evidence Required

Before executing the Deed of Variation, the following should be in place:

• Grant of Letters of Administration (from the High Court);
• Death Certificate of the deceased landlord;
• A copy of the original lease/license agreement.

 

🏛 Summary Table

Legal Issue	Applicable Law	Notes
Death of Landlord	Law of Succession Act, Sections 79 & 80	Estate takes over property rights
Change of Parties in Contract	Common Law of Contract	Must be by mutual consent
Variation of Lease Terms	Practice via Deed of Variation	Must be in writing and executed properly
Registered Lease	Land Registration Act, 2012	May require formal registration of variation

 

🖋 Bottom Line:

A Deed of Variation is a legally sound and recognized method to:

• Reflect a change of landlord due to death;
• Ensure continuity of lease terms;
• Avoid legal disputes about payment or possession.