Professional Documents
Culture Documents
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FIRM C-4 MEMBERS
DECLARATION
We the Members of Firm C4, Class C 2018 declare that all members of the firm, researched, met and
contributed to the production of the final document. This document constitutes our original thoughts
buttressed by established legal principles.
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Table of Contents
Question A- Legal Memo ........................................................................................................... - 1 -
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LEGAL MEMO FOR EMERALD CONSTRUCTION LIMITED
This memo provides an overview of the facts, explore the attendant legal issues that may affect
the development project proposed by Emerald Construction Limited (hereinafter “Emerald”).
BRIEF FACTS
Emerald is a registered company in Kenya, which engages in buying land, constructing and
selling properties. The company has recently acquired two adjoining parcels of land measuring 3
acres in Upper Hill. The parcels are situated next to Don Bosco church and currently have two
residential bungalows constructed in them. The parcels are LR209/12345 and LR209/12346.
Emerald intends to develop the two plots as one by constructing an office block comprising of 20
floors and four levels basement parking. The ground floors will have shops and a restaurant
while the 19 floors will be offices, with the 20th floor having four luxury penthouses.
From the facts provided by the Emerald, a number of legal issues arise that have to be addressed
before the client may proceed with the project including;
a) amalgamation of the titles for the two adjacent pieces of land;
b) change of user for the consolidated title from residential use to mixed use development; and
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LEGAL MEMO FOR EMERALD CONSTRUCTION LIMITED
Amalgamation involves the combination of two or more adjoining lots of alienated land that
have separate titles into one contiguous plot with a single title. Combining the titles from the
outset reduces the cost and the bureaucratic exchanges that the company would face in
developing the two pieces separately while enabling the company some leeway in the design of
the office block. Sec. 22 of the Land Registration Act 2012 provides for the procedure to be
followed where in consolidation of titles for two or more adjoining pieces of land.
To initiate the amalgamation process, we advise Emerald to retain a registered surveyor and a
physical planner to facilitate the process and ensure adherence to the regulatory requirements.
The physical planner drafts the development plan and the proposed land use by Emerald while
the surveyor would draw up detailed map indicating the adjoining pieces of land in sufficient
detail to allow the verification of details using a cadastral map. Subsequently, the registered
physical planner applies to the District Physical Planning through Form PPA1 accompanied by a
planning brief prepared by the surveyor requesting for combination of the two tiles and copies of
the title deeds for the plots. The statutory fee is paid with the receipts attached to the application.
Currently, Emerald has acquired two pieces of land that were previously utilized for residential
purposes, and even after amalgamation the new title would still reflect the usage of the land as
for residential purposes. Emerald has to, therefore, initiate a change of user process that allows
the company to convert the title from residential use to mixed development use to enable
Emerald to build commercial office blocks and residential penthouse apartments in the new title.
The approval process requires Emerald to retain a registered planner who makes an application
for the change of user as per Sec. 29 and 31 of the Physical Planning Act by filling Form PPA 1
where a concise breakdown of ownership, current use, and proposed use. Notices of the proposed
change are published in two daily newspapers and a site notice is placed on the site indicating the
proposed change of user. The physical planner draws a planning brief that justifies the change of
use and the requisite fee paid to the County Government. All the relevant documentation is filed
with the Department of Physical Planning within the Country, which issues its decision through
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LEGAL MEMO FOR EMERALD CONSTRUCTION LIMITED
Form PPA 2 to indicate its approval of the proposed change. The National Land Commission
Technical Committee and the Director of Survey also play a role in preparing a new deed plan
and issuance of new land reference number for the property. The old title deeds are reposed and a
new title issued to reflect the changes.
In light of Emeralds aspiration to construct a twenty-floor building with four levels of basement
parking, the company has to contend with the police power over its projects regarding the height
of the proposed development and the construction of a borehole for its tenants use. On the height
of the building, Emerald has to adhere to the provisions of the Occupational Health and Safety
Act and the provisions of the Physical Planning Regulations touching on safety and standards to
be met. Moreover, the company has to put up an elevator since any building with more than five
floor is required by law to have an elevator.
On digging a borehole, Emerald has to seek the approval of the Water Resources Management
Authority and the National Environmental Management Agency as the government agencies that
issue permits and approvals. The Water Resources management Authority will require an
hydrological survey to approve the bore hole while the National Environmental Management
Agency will demand a comprehensive Environmental Impact Assessment Plan on the proposed
developments. Additionally, Emerald will have to retain a licensed Valuer, Architects, Quantity
Surveyors, and Environmental Experts to facilitate the company’s rollout of its development
project.
In light of the above factors, subsequent meetings with Emerald should focus on laying out the
comprehensive regulatory framework affecting the company’s proposed operations. Moreover,
additional information should be sought from the client on any other detail that may affect our
ability to diligently meet the client’s expectations.
Yours faithfully,
________________
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PARKING BAY LICENSE
_________________________________________________________________________________
BETWEEN
(LICENSOR)
AND
XYZ
(LICENSEE)
_________________________________________________________________________________
_________________________________________________________________________________
IN RESPECT OF CAR PARKING BAY NO....., ......, ..... ON PROPERTY L.R. 209/123457
DRAWN BY:
NAIROBI.
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PARKING BAY LICENSE
BETWEEN:
A. This Licence is supplemental to a lease (hereinafter called “the Principal Lease”) dated the …. day
of….. Two Thousand and Eighteen made between the same parties as hereto and in the same order
and registered as……….. … where the Licensor has leased to the Licensee premises in the office
complex known as “abcd” “hereinafter called “the Office Complex”) situated on ALL THAT
piece of Land Reference Number 209/123457 (ORIGINALLY L.R. 209/12345 & L.R.
209/12346) and more particularly described in the Principal Lease for a period of ……….. (now
past).
B. The Licensee has requested the Licensor to grant to it a right to use the car parking facilities (
hereinafter called “the Parking Bay”) situated within the Office Complex.
C. The Licensor has agreed to permit the licensee the use of the designated bay referred to as parking
bay No…………………… located at the Office Complex for rent subject to the terms and
conditions hereinafter provided.
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PARKING BAY LICENSE
(b) “Designated Bay” means the parking bay(s) numbered….,....,... on the Underground
of the Office Complex that the Licensor may from time to time designate and give to
the Licensee for their exclusive use with a minimum of 24 hours’ notice of any change
in their numbering of the parking spaces.
(c) ‘License’ means the right granted by the Licensor to the licensee to use the
appropriated parking bays, for the period and fee agreed in this agreement.
2. RENT
2.1 The Licensor hereby grants unto the Licensee for their exclusive use the Designated Bay for a
term of ….. years commencing on the …… Day of ….. Two Thousand and…….
2.2 The Monthly Fee payable for use of parking bay by the Licensee to the Licensor shall be the
sum of Kenya shillings Ten Thousand Five Hundred (Kshs. 10,500.00) payable monthly in
advance on or before 5th day of each month. This sum includes a 16% VAT charge.
2.3 The Licensee shall also pay 3-month deposit of Kenya Shillings Thirty One Thousand Five
Hundred (Kshs. 31,500.00) payable upon the execution this agreement which sum is
refundable upon termination of this licence agreement per the termination clause.
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PARKING BAY LICENSE
3.2. To only park at the Authorised Car(s) at the Designated Bay and in particular no to park the
Authorised Car(s) in any other parking areas without prior approval by the Licensor
PROVIDED HOWEVER that the Licensor may in their discretion deem it necessary to direct
the Licensee to Park the Authorised Car(s) elsewhere within the Parking Bay.
3.3. Shall not obstruct, impede, or suffer the obstruction of the means of access to the Parking Bay
for other users.
3.4. The licence to park is not transferable to any other person in any manner whatsoever nor shall
the Licensee create or permit to subsist any security or encumbrance over the licence.
3.5. To desist from any use that could be reasonably construed as inconsistent with the ordinary
use of a parking bay, and in particular not to store any goods or other articles on the space, or
carry on or permit to be carried on or from the car parking space any trade in the Parking Bay.
3.6. To be liable in respect of all claims, demands, and proceedings arising directly or indirectly
from damage or injury occasioned attributable to negligence of the Licensee, their servants,
agents, employees, or invitees, and the licensee shall indemnify the Licensor in full against all
such proceedings.
3.7. To adhere to all guidelines and regulations set by the management from time to time governing
the use of the parking bay and to procure the observance and performance by their servants,
agents, or invitees, the rules and regulation set out herein and as may be issued from time to
time by the parking attendants or security attendants manning the parking Bay.
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PARKING BAY LICENSE
5.1. That the parking of the Authorised Car shall be done entirely at the risk of the Licensee and
the Licensor shall be in no way responsible for any loss or damage or for the theft of the
Authorised Car or anything left in the Authorised Car.
5.2. Any notice to be given or made by one party hereto to the other shall be in writing and shall
be deemed made and served when left at the shop, office or apartment; whichever is applicable
(in the case of a notice to the Licensee) or when delivered to the registered office of the
Licensor (in the case of a notice to the Licensor).
5.3. This License and its terms will be interpreted and governed in accordance with the ordinary
custom and usage of parking bays in Kenya and the respective Kenyan Laws.
6. TERMINATION
6.1 The Licensor may terminate this Agreement forthwith and without notice if the Licensee breaches
or fails to comply with any term or condition, or covenant of this Agreement.
6.2 The Licensor or the Licensee retains the right to terminate this agreement by giving a three-month’
notice in writing to the other Party.
6.3 Termination of this License shall not release the Licensee from liabilities and obligations accrued
due to the date of the termination until such a time when the liabilities or obligations are fully
settled and discharged.
6.4 Upon termination of this License and discharge of the Licensee from his liabilities and obligations,
the Licensee shall cease using and vacate the parking bay space(s).
6.5 If the Principal Lease is terminated for any reason whatsoever then this Licence shall
notwithstanding anything to the contrary herein contained automatically be terminated.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement the day and year
first hereinbefore written.
Director )
Name: )
Signature: )
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PARKING BAY LICENSE
Director/Secretary )
Name: )
Signature: )
Advocate
SIGNED by XYZ )
Advocate )
I, _________________________________ certify that I was present and saw the XYZ duly sign this
Agreement.
Signature of witness
Name
Address;
Occupation
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
-between-
-and-
Drawn by:
SMART & SHARP ASSOCIATES,
JUBILEE BUILDING, 3RD FLOOR,
P.O BOX 8774-0100,
NAIROBI.
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
A. The Vendor is registered as proprietor as lessee from the Government of Kenya of all that
parcel of land known as L.R 209/123457 situated at Upper Hill Area and containing by
measurement Three Acres or thereabout for the unexpired residue of the term of Ninety
Nine (99) years from the first day of December, One Thousand Nine Hundred and Eighty
B. The Vendor is in the process of constructing 4 Penthouse Apartments comprising of 3-
bedroom all en-suite in the aforesaid parcel of land. (hereinafter called the “Property”).
C. The Vendor agrees to sell and the Purchaser agrees to buy a section of the Property being
one unit, Apartment A1 on the 20th floor, subject to the terms and conditions of this
Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement:
(a) “Completion Date” means 30 days after issuance of Certificate of
Occupation
(b) “Management Corporation” means EMERALD CONSTRUCTIONS
MANAGEMENT COMPANY LIMITED being a company registered in
the Republic of Kenya
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
The Vendor shall sell and the Purchaser shall purchase a section of the Property being one unit,
Apartment A1 on the 20th Floor at the agreed Purchase Price. The interest sold is Leasehold.
3. PURCHASE PRICE
3.1 The Purchase Price shall be Kenya Shillings Forty Five Million (Kshs.
45,000,000.00) and shall be paid in cash.
3.2 The Purchase Price shall be paid directly to the Vendor in two separate installments;
a) 25% of the purchase price amounting to Kenya Shillings Eleven Million, Two
Hundred and Fifty Thousand Only (Kshs. 11,250,000/=) shall be payable as
deposit upon execution of the agreement;
b) The balance of the purchase price amounting to Kenya Shillings Thirty-Three
Million, Seven Hundred and Fifty Thousand Only (Kshs. 33,750,000/=) shall
be payable upon completion of the upon execution of this Agreement and which
sums receipt is hereby acknowledged by the Vendor.
3.3 The completion documents to be delivered by the Vendor to the Advocate to enable
transfer of the property to the purchaser are as provided for b Annexure I as follows;-
(a) Original Certificate of Lease;
(b) Certificate of Incorporation of Emerald Constructions Limited;
(c) Certified copies of PINS and Nation ID of Directors of Emerald
Constructions Limited;
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
notice in writing confirming the Vendor’s readiness to complete the sale in all
respects and specifying the default and requiring the Purchaser to remedy the same
before the expiration of such notice AND if the Purchaser shall fail to comply with
such notice the Vendor shall at the Vendor’s sole option be entitled to do any of the
following:-
13.1.1 To sue the Purchaser forthwith for all sums due and unpaid by the Purchaser under the
terms hereof and for specific performance; or
13.1.2 To rescind this Agreement and resell the section of the property being Apartment A1
on the 20th Floor of the property. In the event of rescission the Purchaser shall forfeit a
sum equivalent to Ten (10%) percent of the purchase price on the property as liquidated
damages.
13.2 If the Vendors shall fail to comply with its obligations under this Agreement, the
Purchaser may give the Vendors twenty one (21) days notice in writing to comply
with its obligations and such notice shall specify the default and require the Vendor
to make good within the period of the notice (time being of the essence) and if the
Vendors then fails to comply with the notice the Purchaser may (at its discretion)
rescind the agreement and the Vendors shall refund any monies twice in value that
the Purchaser has paid in respect of the deposit together with all expenses incurred
by the Purchaser in this transaction with interest thereon without prejudice to the
Purchaser’s right to seek any other remedy available under the law.
14. DISPUTE RESOLUTION
All disputes and questions whatsoever which shall arise between the parties hereto touching
this agreement or relating to the rights and liabilities of either party hereto shall be referred to
the decision of a single Arbitrator who shall be an advocate of not less than 20 years standing
to be appointed by the Chairman for the time being of the Law Society of Kenya in accordance
with the provisions of the Arbitration Act or any Act amending or replacing the same. The
decision of such Arbitrator shall be final, conclusive and binding on the parties.
15. COSTS
Both the Vendor and the Purchaser shall bear their respective legal costs, charges and expenses
for the preparation, completion and carrying into effect of this Agreement but the Purchasers
shall separately bear the cost of stamp duty and other disbursements in respect of registration.
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
Director: )
Name: ) EVA WAMBUI KIRUTHI
Signature: ) …………………………..
ID No. ) 28485968
PIN. No. ) A888585595D
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AGREEMENT FOR SALE OF LUXURY APARTMENTS
Name: ………………………………………………………………………………….
Address: ………………………………………………………………………………..
Occupation: …………………………………………………………………………….
______________________
) GIANPERO MASCOLINI
In the presence of: ) I.D. No. 11892934
) ....................................................
ISABELLA RICOTTA
) I.D NO. 19203040
Certification
I certify that I was present and saw GIANPERO MASCOLINI and ISABELLA RICOTTA,
who duly signed this Agreement. I further certify that the particulars of her National Identity Card
are correct and the original has been produced to me for inspection and verification.
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