NJORO MAIN CAMPUS

FACULTY OF LAW

LLBE 226: PROPERTY LAW II

NAME: PAULINE NDUTA KINYANJUI

REG NO: L11/03201/20

TO BE SUBMITTED BY 9TH MARCH 2023

TO: DR. RUTH AURA

 REBUBLIC OF KENYA
Agreement for Sale

Between: -

Jane Wambui

(Vendor)

and

Stewart Onyango

(Purchaser)

Drawn by;

Nduta & Company Advocates,

Golden Life Mall, second floor Room 7,

Nakuru City,

P.O. Box 333-545,

Nakuru.

ndutarube@gmail.com

Tel: 0797080034

AGREEMENT OF SALE

This Agreement is made on 7th of March, 2023.

BETWEEN: -

1. Jane Wambui (“the Vendor”) of P.O. Box 3200-04 Nakuru; and

2. Stewart Onyango (“the Purchaser”) of P.O. Box 3899-090 Nakuru.

1
WHEREAS

The Vendor is registered as the proprietor of Nakuru Block 3/234, measuring 30 Acres in
Rongai Area.

(hereinafter referred to as “the property”)

The Vendor is willing to sell and the Purchaser is willing to purchase the property at a
consideration of Kenyan Shilling (Ksh 55,000,000) to be paid in four monthly installments as of
this 7th March, 2023 in the manner and account prescribed below:

Date Amount payable in installments

April 7, 2023 Ksh 16,500,000

May 7, 2023 Ksh 16,500,000

June 7, 2023 Ksh 16,500,000

Beneficiary’s name: Jane Wambui

Account No: Family Bank

Bank branch: Nakuru Branch

IT IS AGREED as follows: -

1. DEFINATIONS AND INTERPREATION

1.1 In this Agreement and in the schedule hereto: -

The following words and expressions bear the following meanings: -

1.1.1 “The Purchase Price” means the sum of Kenyan Shilling (Ksh 55,000,000)

1.1.2 “The Vendor’s Advocate” means Nduta & Company Advocates of P.O. Box 333-
545 Nakuru;

1.1.3 “The Purchaser’s Advocate” means Omwami & Company Advocates of P.O. Box
227-987 Nakuru;

2
 1.1.4 “Completion Date” means ninety days after the date of this agreement or seven days
after receipt of the deed plans of the property whichever is later;

1.1.5 “Deposit’ means 10% of the Purchase Price, that is (Ksh 5,500,000)

1.1.6 “Property” means the land marked Nakuru Block 3/234, measuring 30 Acres
located in Rongai Area;

1.1.7 “Parties” means the Vendor and the Purchaser including their successors;

1.2 Where the context so admits the expressions “the Vendor” and “the Purchaser” includes
the respective personal representatives and successors in title of the Vendor and the
Purchaser.

1.3 Words importing the singular meaning where the context admits shall be construed as
importing the plural and vice versa.

1.4 The clause headings do not form part of this agreement and shall not be taken into
account in its construction or interpretation.

2. AGREEMENT FOR SALE

2.1 The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property at
the Purchase price.

2.2 The interest sold is freehold.

3. PURCHASE PRICE AND DEPOSIT

3.1 The Purchaser shall upon execution of this Agreement pay a deposit in the sum of
Kenyan Shillings (5,500,000) to the Vendor’s Advocates to hold as stakeholders pending
completion.

3.2 The balance of the Purchase Price in the sum of Kenyan Shillings (Ksh 49,500,000) shall
be paid to the Vendor’s Advocates not later than the completion date.

3.3 The Vendor’s Advocates shall place the deposit in an interest earning account and all
interest shall accrue for the benefit of the Vendor, unless the sale is not completed in that
case the deposit shall be returned to the Purchaser with all interest and less bank charges.

3
 3.4 The Purchaser agrees that he shall have the title transferred to him upon full payment of
the Purchase price.

4. COMPLETION

The completion for this agreement shall take place on or before the expiry of the Completion
date.

5. POSSESSION

5.1 The Property is sold with vacant possession.

5.2 In the event that the Purchaser requires possession of the Property before the Completion
date, the Purchaser shall pay to the Vendor the whole Purchase Price.

6. MATTERS AFFECTING THE PROPERTY

The Property is sold subject to all subsisting easements and other similar matters contained
or implied in the title BUT otherwise free from encumbrances.

7. COSTS

7.1 The Vendor shall meet all costs of obtaining the Completion documents, the cost of
stamp duty and registration fees on the Transfer.

7.2 Each party to pay the legal charges of their own Advocates of and incidental to the
preparation and completion of this Agreement and Transfer.

8. LAW SOCIETY CONDITIONS OF SALE

The Law Society of Sale (2015 edition) as long as they are not inconsistent with the
conditions herein, are deemed to be incorporated in this Agreement.

9. DISCLAIMER

9.1 The Purchaser admits that he:

4
 9.1.1 has inspected the Property and purchases it with full knowledge of their actual current
state and condition and shall take the property as it stands;

9.1.2 has entered into this Agreement solely as a result of his own inspection and on the basis
of the terms of this Agreement and not in reliance of any representation made by or on behalf
of the Vendor.

10. JURISDICTION

This Agreement shall be interpreted according to the Laws of Kenya and the parties hereby
submit to the jurisdiction of the Courts of Kenya.

11. MISCELLANEOUS

11.1 No failure or delay to exercise any power, right or remedy shall operate as a waiver of
that right, power or remedy and no single or partial exercise or any right, power or remedy
shall preclude its further exercise or the exercise of any other right, power or remedy.

11.2 Rights and remedies provided in this Agreement are cumulative and not exclusive of
any rights or remedies provided by law.

11.3 If any term or condition of this Agreement shall to any extent be found or held to be
invalid or unenforceable the parties shall negotiate in good faith to amend such term and
condition so as to make it valid and enforceable.

11.4 Notwithstanding completion of all the provisions of this Agreement shall continue in
full force and effect to the extent that any of them remain to be implemented or performed.

IN WITNESS WHEREOF the Vendor and the Purchaser have duly executed this agreement on
the day and year first herein above written.

5
 Vendor’s details

Name: Jane Wambui

ID No. 4064243 Signature ………………… Tel ……………………

Purchaser’s details

Name: Stewart Onyango

ID No. 37883456 Signature ………………… Tel ………………………

Witnessed by:

Name ID No Signature Tel

Maureen Wanja 3899756 …………………. ………………………

Leah Wanjiku 3567345 …………………. ………………………

Edwin Karanja 3467893 …………………. ………………………

Drawn by;

Advocate

I Nduta & Company Advocate do hereby certify that I was present and saw Jane Wambui
(Vendor) and Stewart Onyango (Purchaser) duly sign this Agreement voluntarily.

……………………………………………………………

Advocate’s Sign

b. What would be the effect of Jane’s death upon execution of the sale agreement? Describe
the next steps after Jane’s death. (5 marks)

Execution is signing of documents with the intention to authenticate the same. Upon Jane’s
death, in the case that she died testate (with a valid will), her executor/executrix will obtain a
letter from the local chief of the place last known as her residence, indicating the name of the
deceased and listing all beneficiaries of Jane’s estate, their relationship to the deceased and their

6
respective ages. With this letter and a copy of the death certificate of the deceased as proof of
death, the executrix will file a for petition to the High Court for a grant of probate for the will
supported by an affidavit and a guarantee. The grant of probate will be gazette in the Kenya
Gazette for thirty (30) days to invite any objection1. In the event that no objection is raised, the
grant for probate will be issued. After the expiry of six (6) months from the date of issuance of
the grant of probate, the holder will apply for confirmation of the probate to affirm the executrix
to distribute and administer the deceased estate2. The executrix will then present the grant of
probate to the land registry so that she can be authorized to transact. Therefore, the executrix will
ensure that all relevant completion documents are transferred to Stewart.

In the event that Jane died intestate (without a will), the rules of intestacy will apply to determine
who is entitled to the property of the estate of an intestate. Any person but not a maximum of
four people related to the deceased will apply for grant of letter of administration: the process is
like discussed earlier of testate succession. The court will issue the grant of letter of
representation following an order of preference provided pursuant to Section 66 of the
Succession Act. The only difference is that the person appointed to act will be referred to as the
administrator/administratrix who will ensure that the transaction is complete i.e. payment done
and the title to Nakuru Block 3/234 measuring 30 Acres is transferred under the Purchaser’s
name.

1
Law of Succession Act, Cap 160, Sec 67.
2
Ibid, Sec 71.