On property rights and the strict enforcement of contractual principles - The case of Delmonte Kenya Limited v Goshen Gardens Limited & another (Environment & Land Case 1245 of 2015) [2025]

Full Case Available Here 

Parties to the suit:

• Plaintiff: Delmonte Kenya Limited – a company engaged in large-scale agricultural production, and the registered owner of the suit property.
• Defendants:
• Goshen Gardens Limited – alleged trespasser and party in occupation of the suit land.
• Pioneer International Schools Ltd – operating a school on the property allegedly without lawful authority.

Brief Facts

• Delmonte Kenya Ltd filed a suit alleging that the defendants had unlawfully entered and occupied its property known as LR No. 12157/2, located in Murang’a County.
• The defendants were said to have constructed buildings and operated a school without any legal rights or title to the land.
• Delmonte obtained interim injunctions in December 2015 restraining the defendants from any further dealings on the land, but the defendants allegedly ignored the court orders.

Case summary 

The original lease between Delmonte Kenya Limited and Goshen Gardens Limited expired on September 2, 2021 by effluxion of time during the pendency of the suit. The Court unequivocally found that no lease agreement was ever executed between the Plaintiff and the 2nd Defendant (Pioneer International Schools Ltd). The Plaintiff consistently declined requests to commit to a lease with the 2nd Defendant until the 1st Defendant vacated and surrendered possession of the premises. As the 2nd Defendant was not a party to the original lease, it had the burden to prove its rights, which it failed to do.

Issues for determination:

1. Whether the defendants unlawfully trespassed on Delmonte’s land.
2. Whether the plaintiff was entitled to:
• Permanent injunctions,
• Mandatory eviction orders,
• Mesne profits (compensation for illegal occupation),
• Costs and interest.
3. Whether the defendants were in contempt of the interim court orders issued in 2015.

 

Review of Legal Implications/Principles

Courts Cannot Rely on Correspondence to Create a Contract by Estoppel:

The 2nd Defendant's argument for entitlement to possession based on the doctrine of estoppel was dismissed. The Court held that none of the Plaintiff's actions or correspondence could be construed as misrepresenting an intention to execute a lease agreement with the 2nd Defendant. Any rents received by the Plaintiff from the 2nd Defendant were explicitly received on a "without prejudice" basis to protect the Plaintiff's claim for mesne profits. For proprietary estoppel to be established, there must be a proven belief, encouragement, and detrimental reliance, none of which were demonstrated.

Courts do not re-write contracts between parties:

A fundamental principle of contract law was reiterated: courts do not re-write contracts between parties. The judgment clarified that even if the correspondence exchanged pointed to an intention to execute a lease between the Plaintiff and 2nd Defendant, it remained just that, an intention. The Court explicitly stated it lacked the power to compel parties to translate such an intention into a formal lease.

Consequently, mandatory injunctions compel both defendants to vacate the property by December 10, 2025, and permanent injunctions restrain them from transferring possession from that date.The Plaintiff was awarded costs of the suit.

Court’s Holding / Judgment

The court found in favour of Delmonte Kenya Ltd, holding that:

• The defendants trespassed unlawfully on the plaintiff's land and continued to occupy it despite court orders.
• The occupation and operation of a school by the 2nd defendant (Pioneer Schools) were unauthorized and illegal.
• The defendants were liable for mesne profits for the period of unlawful occupation.

Court Orders

1. Permanent Injunction: Defendants permanently restrained from trespassing, leasing, constructing on, or using the property in any way.
2. Mandatory Injunction: Defendants ordered to vacate the property, remove all structures and assets, and deliver vacant possession.
3. Mesne Profits: Defendants to pay market-rate compensation from the date of occupation until delivery of possession.
4. Costs & Interest: Awarded to the plaintiff.
5. Enforcement: If the defendants fail to comply, eviction may be enforced with police assistance.

Contempt of Court

• The Court of Appeal (in a related 2024 decision) found Goshen Gardens Ltd and its director in contempt of the 2015 injunctions.
• The matter was remitted back to the Environment and Land Court for sentencing.

 Legal Principles

• A party in unlawful possession of land without title or license is liable for trespass and mesne profits.
• Court orders must be obeyed; contempt attracts legal consequences.
• Permanent and mandatory injunctions may be granted to protect property rights and restore possession.