COMPLETION NOTICE

 PETER S MUTURI KARANJA VS  WILSON MAINA WANJIKU ELC. CASE NO. 376 
OF 2018
The parties to the case had entered into an agreement for the sale of land for a
consideration of Ksh.28,000,000. The purchaser paid a deposit of Ksh. 5,000,000 upon
execution of the agreement and it was agreed that the balance would be paid within 90
days. However by the completion date the purchaser (applicant) had failed to provide a
professional undertaking in relation to remittance of the balance of purchase price. The
respondent alleged breach of contract and therefore sort to rescind the agreement and
agreed to refund the deposit less 10% as damages.
In his ruling the Judge was guided by the Law society conditions for sale and stated
that it was indeed the duty of the vendor to issue a completion notice as per clause 9.3
Clause 9.3 of the agreement for sale which provides as follows:
If the purchaser shall fail to complete the sale due to no default on the part of the vendor,
the vendor may give to the purchase twenty one (21) days’ notice in writing confirming the
vendor’s willingness and readiness to complete the transaction and such notice shall
specify the default and require the purchaser to make it good within 21 calendar days and
if the purchaser then fails to comply with the notice, the vendor shall be entitled to:
 - to extend the time for completion or;
 - to rescind this agreement by notice in writing to the Purchaser.

The judge however contested the validity of the completion notice stating that it failed to meet
the essential elements of a Completion Notice as contemplated under Clause 9.3 of the
agreement for sale. 
“A completion notice under clause 9.3 ought to contain certain essential elements:
(a) Confirmation of the Vendor’s willingness and readiness to complete the transaction;
(b) A specification of the purchaser’s default;
(c) A requirement (demand) that the purchaser makes good the default within 21
calendar days;
(d) An indication that if the default is not made good within 21 days, the vendor will
rescind the agreement.”
The Contested completion notice only contained the 21 days’ notice inviting the purchaser to
indicate his readiness to complete the purchase. It was therefore ruled as an invalid completion
Notice. The issued a restraining order against the defendant, that although there appeared to be a
breach by applicant the defendant had not yet issued a proper completion notice and until that is
done, the defendant is not entitled to rescind the agreement for sale.