The Appellant sued the Respondent by a Plaint dated 11th February, 2016 in Rongo P.M.C.C.C No. 87 of 2022 seeking damages for breach of contract for the loss of 2 crop cycles as a result of alleged failure by the Respondent to harvest mature and ready ratoon cane leading to loss and damage.
The Respondent denied liability and contended, inter alia, that it harvested the plant crop as contracted and that the Appellant subsequently interfered with the ratoon crop by burning and/or clearing it without the Respondent’s consent, contrary to the terms of the contract. Evidence was led that the Appellant was issued with a warning letter under Clause 9 of the contract.
Upon hearing the parties, the learned trial magistrate dismissed the suit, holding that the Appellant had failed to prove breach of contract on the part of the Respondent.
The Appellant was aggrieved by the judgment and she lodged the appeal herein vide Memorandum of appeal dated 6th December 2022 on the following grounds:
a. The Learned Trial Magistrate erred in dismissing the Plaintiff’s claim for damages for the unharvested ratoon 1 & 2 when there was no evidence the Appellant did not harvest the ratoon 1 & 2.
b. The Learned Trial Magistrate erred in dismissing the Appellant’s exemplary damages for the unharvested ratoon 1 & 2.
c. The Learned Trial Magistrate erred in dismissing the Appellant’s suit on the basis that the claim was not proved on a balance of probability.
d. The Learned Trial Magistrate failed to consider the evidence and testimony of the Appellant in proof of the claim.
REASON WHEREFORE the Appellant prays for orders:
1. That the appeal be allowed and judgment/ decree in Rongo PMCCC No. 87 of 2016 be set aside.
2. That the court does assess the award on damages due to the Appellant.
3. Costs of the appeal and of the subordinate court be awarded.
The brief background of the claim was that by a Growers Cane Farming and Supply Contract dated 24th April, 2010, the Respondent herein contracted the Appellant to grow and sell to it sugarcane at the Appellant's parcel of land Plot No. 139, measuring 0.2 hectares in North Kanyajuok Sub-Location within Migori County.
The Contract was for a period of five years until one plant crop and two ratoon crops of the sugarcane were harvested from the subject parcel of land, whichever occurred first. The Appellant was allocated account Number, 445531.
The Appellant was aggrieved after the Respondent breached the said contract (Growers Cane Farming and Supply Contract) and filed Rongo Senior Resident Magistrate's Court Civil Suit No. 87 of 2016 on the 11th February, 2016.
Judgment, the subject of this appeal was delivered on 23rd November, 2022, with the Trial Magistrate dismissing the suit.
The appeal was canvassed by way of written submissions.
The Appellant’s submissions are dated 30th May 2025.
The Appellant’s Counsel in submissions cited the holding in Migori High Court Civil Appeal No. 51 of 2017 Lucas M.Nyankobosa vs. South Nyanza Sugar Co. Ltd (2018) eKLRwhere it was held thus: -
"I hence find that the plant crop was accordingly harvested. That being so, the trial court was to disallow the claim on the plant crop, but to consider whether the Appellant was entitled to any proceeds from the first ratoon crop as prayed in the pleading. The court hence erred in summarily determining the whole suit mid-way. I will now consider whether the Appellant was entitled to the proceeds on the first ratoon since the pleading did not pray for the proceeds from the second ratoon crop.
15. The Respondent contended that since the Appellant did not develop the first ratoon crop then he was not entitled to any compensation. I have by now severally dealt with this issue and I can only reproduce what I stated in Migori High Court Civil Appeal No. 88 of 2017 Millicent Adhiambo Odingo ys. South Nyanza Sugar Co. Ltd (unreported) thus: -
'13. In the said case I considered and was greatly aided by the binding decision by the Court of Appeal at Kisumu in Civil Appeal No. 278 qf 2010 John Richard Okuku 0100 vs. South where the Court dealt with the issue at length and concluded that a farmer in a sugar contracts, just like the one herein, is entitled to full compensation from what he/she would have earned had the breach not been occasioned. The Court further stated that from the unique way the contracts were tailored it was possible for a Court to calculate and pronounce itself on the final awards and Courts should not unnecessarily be bogged down by the technicalities on the need for special damages to be specifically pleaded in the pleadings. I must as well state that in arriving at the said decision the Court of Appeal considered several like decisions both local and foreign.
14. In upholding my earlier position on the matter, it must be understood that I not only do so because I am bound by the decision of the Court of Appeal but that i have once again considered the matter as a whole and found that the Court of Appeal was true, fair, reasonable and realistic to the law, science and nitty-gritties in the modus operandi in the sugar sector. Unlike in other form of contracts, the sugar contracts are unique in that the crop cycles are not and cannot be severed. That means failure to develop or harvest a cycle automatically compromises the development of the subsequent cycle or cycles. That is how nature works and Courts should take judicial notice thereof pursuant to Section 60(1)(m) of the Evidence Act, Cap. 60 of the Laws of Kenya.
Further, that is the rationale behind the express provision of Clause 2(a) of the Contract which provides for the period of 5 years or until one plant crop and two ratoon crops are harvested from the subject land whichever occurs first. Courts in Kenya and beyond are all unanimous on the finding that, save for the well-settled exceptions, a party who commits a breach of a contract is liable for the full loss thereby caused to the other party or parties.
15. The Appellant was hence entitled to judgment for the proceeds of the first ratoon crop. There is no dispute that the acreage was 1.7 Hectares. According to the Yields Report by Kenya Sugar Research Foundation (KesreD relied upon by both parties, the expected yield for the first ratoon crop was 85.1 tonnes per hectare. As the contract was entered in August 2004 then the first ratoon crop was expected to be ready by August 2008 or thereabout when the cane prices were Kshs. 2,500/ = per tonne as per the Cane Prices Schedule developed by the Respondent. The net income for the first ratoon crop, that is after taking into account the harvesting and transport charges, would have been Kshs. 271,604/=for which I hereby enter judgment for the Appellant as against the Respondent. This sum shan attract interest from the date of filing of the Claim before the Tribunal.
8. On whether the Appellant is entitled to any remedy, we do submit that yes, he is entitled since the breach was by the Respondent in the case of Migori High Court Civil Appeal No. 138 of 201S South Nyanza Sugar Co. Ltd =VS= Hilary M. Marwa (2017 eKLR, Justice Mrima expressed himself as follows:
"15. I recall having dealt with this issue at length in Migori High
Court Civil Appeal No. 92 OF 2015 James Maranua Mwita =VS=
Sony Sugar Company Limited. In that case Ifound that there can be
no award on general damages for a claim of breach of contract. However, the claimant must be put as far as possible in the same position he would have been of the breach complained of had not occurred (restitution in integrum). The measure of such damages would naturally flow from the contract itself or as contemplated by the parties at the time the contract was made and that such damages are not at large but in the nature of special damages. I substantiated those findings with various case law. I must say that I am still of that position"
The Appellant relied heavily on the above decided cases in sugarcane contract disputes, including Lucas M. Nyankobosa v South Nyanza Sugar Co. Ltd, Millicent Adhiambo Odingo v South Nyanza Sugar Co. Ltd and the Court of Appeal decision in John Richard Okuku v South Nyanza Sugar Co. Ltd, to argue that once breach by the miller is shown, a farmer is entitled to compensation for the affected ratoon crops. The Appellant urged that the court allows the appeal with costs.
The Respondent, in submissions dated 20th June 2025, submitted that the Appellant failed to prove when the cane matured, failed to demonstrate any default by the Respondent, and that the evidence clearly showed that the Appellant interfered with the ratoon crop by burning it, thereby breaching the contract. It was further submitted that the warning letter issued to the Appellant was upheld by the trial court and was not challenged on appeal.
The Respondent submitted that the Appellant in her claim failed to state the date or month or year for such maturity as alleged had been led either in the pleadings or in her testimony or through any expert report or records kept and this failure is telling. It was submitted that the Appellant failed to disclose when the contract occurred, and it is not possible to determine the party in default and the extent of compensation. That the Appellant claimed 2 cycles in the lower court but in her submissions demanded for 3 crop cycles.
The Respondent submitted that it met its obligations up to the Plant Crop stage and the Appellant did not acknowledge that fact in her pleadings or in her evidence in chief and it was only in cross examination that she acknowledged the same.
It was submitted that the Respondent led evidence that the Appellant had tampered with the 1st Ratoon crop and she was served with a warning letter dated 15thFebruary 2015 through the Chief on 17th February 2017 in compliance with the terms of the contract as captured at Clause 9 and the trial court found that the service was properly done and the same was not challenged as one of the grounds of appeal. It was submitted that the allegations made by the Appellant that she burnt ratoon 1 after it deteriorated without assigning age at the time of such deterioration was meant to hoodwink the court that she was not in breach of the contract. It was submitted that the conduct of the Appellant in burning and / or clearing the 1st and 2nd Ratoon crops without the knowledge of the Respondent were acts of breach of contract and solidifies the Respondent’s warning letter and it is possible the cane was removed before maturity.
The Respondent urged the court to find that it was the Appellant who was in breach of the contract and cannot therefore benefit from such breach as prayed in the Plaint.
On whether the Appellant’s testimony is at variance with the pleadings the Respondent submitted that the Appellant failed to establish breach of contract against the Respondent and has not justified any award for damages as he who alleges must prove. She was therefore not eligible for or entitled to compensation for the loss of the Plant crop or any Ratoon crop cycle as she admitted that she knowingly or deliberately burnt the 1st Ratoon after allegedly deteriorating so as to develop the 2nd Ratoon crop. The Respondent questioned whether damaged ratoon 1 could be capable of sprouting 2nd Ratoon. It was submitted that the Appellant’s credibility was wanting and that explains the reason she was served with a warning letter.
The Respondent urged the court to uphold the trial court’s findings and dismiss the appeal with costs to the Respondent.
ANALYSIS AND DETERMINATION
This being a first appeal, this Court is under a duty to re evaluate and re analyze the evidence on record and arrive at its own independent conclusions, while bearing in mind that it neither saw nor heard the witnesses testify.
Having considered the record and the submissions, the following issues arise for determination:
1. Whether the Appellant proved breach of contract by the Respondent on a balance of probabilities;
2. Whether the Appellant was entitled to damages for the alleged loss of the first and second ratoon crops;
3. Whether the learned trial magistrate erred in dismissing the suit.
It is trite law that he who alleges must prove. In a claim founded on breach of contract, the claimant bears the burden of demonstrating the existence of the contract, breach thereof by the opposing party, and the loss suffered as a result of that breach.
There is no dispute that the plant crop was harvested. Indeed, the Appellant conceded during cross examination that the Respondent harvested the plant crop. The gravamen of the dispute therefore concerns the ratoon crops.
The evidence on record shows that the Appellant admitted that she burnt the 1st Ratoon crop and cleared the 2nd Ratoon crop when the Respondent failed and/ or ignored to harvest when the sugarcane matured and the same allegedly deteriorated. The Respondent produced evidence that, following this interference, the Appellant was issued with a warning letter pursuant to Clause 9 of the contract. The learned Trial Magistrate made a clear finding that the warning letter was properly served and that the Appellant had interfered with the ratoon crop contrary to the terms of the contract. The finding by the Trial Magistrate that the warning letter was properly served and the Appellant had interfered with the ratoon crops was not challenged as a ground of appeal and an appellate court cannot disturb a factual finding that has not been specifically challenged.
Further, the Appellant did not plead or prove the specific dates when the ratoon crops allegedly matured, nor did she tender any expert evidence or documentary records to demonstrate that the cane was mature and ready for harvest but was neglected by the Respondent. In the absence of such evidence, the court is left with mere assertions.
The authorities cited by the Appellant are distinguishable. In those cases, breach by the miller was established. In the present matter, the evidence points to interference with the crop by the Appellant herself and a party cannot benefit from her own breach.
On the claim for exemplary damages, the law is settled that exemplary or general damages are not awardable for breach of contract. The appropriate remedy, where breach is proved, is compensatory damages aimed at restitution. The learned trial magistrate therefore committed no error in rejecting that claim.
Having re evaluated the entire evidence on record, I am not persuaded that the learned trial magistrate misapprehended the evidence or applied wrong principles of law. The conclusion that the Appellant failed to prove her case on a balance of probabilities was well founded.
In the end, this Court finds that the appeal lacks merit. The learned trial magistrate properly evaluated the evidence and arrived at the correct conclusion. The appeal is hereby dismissed in its entirety. The judgment and decree of the Senior Resident Magistrate in Rongo PMCCC No. 87 of 2016 delivered on 23rd November 2022 are affirmed. The costs of this appeal are awarded to the Respondent. The Right of Appeal within 30 days is hereby explained to the parties.
Orders accordingly.
DELIVERED Dated and SIGNED at Migori this 18th day of December, 2025.
The Respondent denied liability and contended, inter alia, that it harvested the plant crop as contracted and that the Appellant subsequently interfered with the ratoon crop by burning and/or clearing it without the Respondent’s consent, contrary to the terms of the contract. Evidence was led that the Appellant was issued with a warning letter under Clause 9 of the contract.
Upon hearing the parties, the learned trial magistrate dismissed the suit, holding that the Appellant had failed to prove breach of contract on the part of the Respondent.
The Appellant was aggrieved by the judgment and she lodged the appeal herein vide Memorandum of appeal dated 6th December 2022 on the following grounds:
a. The Learned Trial Magistrate erred in dismissing the Plaintiff’s claim for damages for the unharvested ratoon 1 & 2 when there was no evidence the Appellant did not harvest the ratoon 1 & 2.
b. The Learned Trial Magistrate erred in dismissing the Appellant’s exemplary damages for the unharvested ratoon 1 & 2.
c. The Learned Trial Magistrate erred in dismissing the Appellant’s suit on the basis that the claim was not proved on a balance of probability.
d. The Learned Trial Magistrate failed to consider the evidence and testimony of the Appellant in proof of the claim.
REASON WHEREFORE the Appellant prays for orders:
1. That the appeal be allowed and judgment/ decree in Rongo PMCCC No. 87 of 2016 be set aside.
2. That the court does assess the award on damages due to the Appellant.
3. Costs of the appeal and of the subordinate court be awarded.
The brief background of the claim was that by a Growers Cane Farming and Supply Contract dated 24th April, 2010, the Respondent herein contracted the Appellant to grow and sell to it sugarcane at the Appellant's parcel of land Plot No. 139, measuring 0.2 hectares in North Kanyajuok Sub-Location within Migori County.
The Contract was for a period of five years until one plant crop and two ratoon crops of the sugarcane were harvested from the subject parcel of land, whichever occurred first. The Appellant was allocated account Number, 445531.
The Appellant was aggrieved after the Respondent breached the said contract (Growers Cane Farming and Supply Contract) and filed Rongo Senior Resident Magistrate's Court Civil Suit No. 87 of 2016 on the 11th February, 2016.
Judgment, the subject of this appeal was delivered on 23rd November, 2022, with the Trial Magistrate dismissing the suit.
The appeal was canvassed by way of written submissions.
The Appellant’s submissions are dated 30th May 2025.
The Appellant’s Counsel in submissions cited the holding in Migori High Court Civil Appeal No. 51 of 2017 Lucas M.Nyankobosa vs. South Nyanza Sugar Co. Ltd (2018) eKLRwhere it was held thus: -
"I hence find that the plant crop was accordingly harvested. That being so, the trial court was to disallow the claim on the plant crop, but to consider whether the Appellant was entitled to any proceeds from the first ratoon crop as prayed in the pleading. The court hence erred in summarily determining the whole suit mid-way. I will now consider whether the Appellant was entitled to the proceeds on the first ratoon since the pleading did not pray for the proceeds from the second ratoon crop.
15. The Respondent contended that since the Appellant did not develop the first ratoon crop then he was not entitled to any compensation. I have by now severally dealt with this issue and I can only reproduce what I stated in Migori High Court Civil Appeal No. 88 of 2017 Millicent Adhiambo Odingo ys. South Nyanza Sugar Co. Ltd (unreported) thus: -
'13. In the said case I considered and was greatly aided by the binding decision by the Court of Appeal at Kisumu in Civil Appeal No. 278 qf 2010 John Richard Okuku 0100 vs. South where the Court dealt with the issue at length and concluded that a farmer in a sugar contracts, just like the one herein, is entitled to full compensation from what he/she would have earned had the breach not been occasioned. The Court further stated that from the unique way the contracts were tailored it was possible for a Court to calculate and pronounce itself on the final awards and Courts should not unnecessarily be bogged down by the technicalities on the need for special damages to be specifically pleaded in the pleadings. I must as well state that in arriving at the said decision the Court of Appeal considered several like decisions both local and foreign.
14. In upholding my earlier position on the matter, it must be understood that I not only do so because I am bound by the decision of the Court of Appeal but that i have once again considered the matter as a whole and found that the Court of Appeal was true, fair, reasonable and realistic to the law, science and nitty-gritties in the modus operandi in the sugar sector. Unlike in other form of contracts, the sugar contracts are unique in that the crop cycles are not and cannot be severed. That means failure to develop or harvest a cycle automatically compromises the development of the subsequent cycle or cycles. That is how nature works and Courts should take judicial notice thereof pursuant to Section 60(1)(m) of the Evidence Act, Cap. 60 of the Laws of Kenya.
Further, that is the rationale behind the express provision of Clause 2(a) of the Contract which provides for the period of 5 years or until one plant crop and two ratoon crops are harvested from the subject land whichever occurs first. Courts in Kenya and beyond are all unanimous on the finding that, save for the well-settled exceptions, a party who commits a breach of a contract is liable for the full loss thereby caused to the other party or parties.
15. The Appellant was hence entitled to judgment for the proceeds of the first ratoon crop. There is no dispute that the acreage was 1.7 Hectares. According to the Yields Report by Kenya Sugar Research Foundation (KesreD relied upon by both parties, the expected yield for the first ratoon crop was 85.1 tonnes per hectare. As the contract was entered in August 2004 then the first ratoon crop was expected to be ready by August 2008 or thereabout when the cane prices were Kshs. 2,500/ = per tonne as per the Cane Prices Schedule developed by the Respondent. The net income for the first ratoon crop, that is after taking into account the harvesting and transport charges, would have been Kshs. 271,604/=for which I hereby enter judgment for the Appellant as against the Respondent. This sum shan attract interest from the date of filing of the Claim before the Tribunal.
8. On whether the Appellant is entitled to any remedy, we do submit that yes, he is entitled since the breach was by the Respondent in the case of Migori High Court Civil Appeal No. 138 of 201S South Nyanza Sugar Co. Ltd =VS= Hilary M. Marwa (2017 eKLR, Justice Mrima expressed himself as follows:
"15. I recall having dealt with this issue at length in Migori High
Court Civil Appeal No. 92 OF 2015 James Maranua Mwita =VS=
Sony Sugar Company Limited. In that case Ifound that there can be
no award on general damages for a claim of breach of contract. However, the claimant must be put as far as possible in the same position he would have been of the breach complained of had not occurred (restitution in integrum). The measure of such damages would naturally flow from the contract itself or as contemplated by the parties at the time the contract was made and that such damages are not at large but in the nature of special damages. I substantiated those findings with various case law. I must say that I am still of that position"
The Appellant relied heavily on the above decided cases in sugarcane contract disputes, including Lucas M. Nyankobosa v South Nyanza Sugar Co. Ltd, Millicent Adhiambo Odingo v South Nyanza Sugar Co. Ltd and the Court of Appeal decision in John Richard Okuku v South Nyanza Sugar Co. Ltd, to argue that once breach by the miller is shown, a farmer is entitled to compensation for the affected ratoon crops. The Appellant urged that the court allows the appeal with costs.
The Respondent, in submissions dated 20th June 2025, submitted that the Appellant failed to prove when the cane matured, failed to demonstrate any default by the Respondent, and that the evidence clearly showed that the Appellant interfered with the ratoon crop by burning it, thereby breaching the contract. It was further submitted that the warning letter issued to the Appellant was upheld by the trial court and was not challenged on appeal.
The Respondent submitted that the Appellant in her claim failed to state the date or month or year for such maturity as alleged had been led either in the pleadings or in her testimony or through any expert report or records kept and this failure is telling. It was submitted that the Appellant failed to disclose when the contract occurred, and it is not possible to determine the party in default and the extent of compensation. That the Appellant claimed 2 cycles in the lower court but in her submissions demanded for 3 crop cycles.
The Respondent submitted that it met its obligations up to the Plant Crop stage and the Appellant did not acknowledge that fact in her pleadings or in her evidence in chief and it was only in cross examination that she acknowledged the same.
It was submitted that the Respondent led evidence that the Appellant had tampered with the 1st Ratoon crop and she was served with a warning letter dated 15thFebruary 2015 through the Chief on 17th February 2017 in compliance with the terms of the contract as captured at Clause 9 and the trial court found that the service was properly done and the same was not challenged as one of the grounds of appeal. It was submitted that the allegations made by the Appellant that she burnt ratoon 1 after it deteriorated without assigning age at the time of such deterioration was meant to hoodwink the court that she was not in breach of the contract. It was submitted that the conduct of the Appellant in burning and / or clearing the 1st and 2nd Ratoon crops without the knowledge of the Respondent were acts of breach of contract and solidifies the Respondent’s warning letter and it is possible the cane was removed before maturity.
The Respondent urged the court to find that it was the Appellant who was in breach of the contract and cannot therefore benefit from such breach as prayed in the Plaint.
On whether the Appellant’s testimony is at variance with the pleadings the Respondent submitted that the Appellant failed to establish breach of contract against the Respondent and has not justified any award for damages as he who alleges must prove. She was therefore not eligible for or entitled to compensation for the loss of the Plant crop or any Ratoon crop cycle as she admitted that she knowingly or deliberately burnt the 1st Ratoon after allegedly deteriorating so as to develop the 2nd Ratoon crop. The Respondent questioned whether damaged ratoon 1 could be capable of sprouting 2nd Ratoon. It was submitted that the Appellant’s credibility was wanting and that explains the reason she was served with a warning letter.
The Respondent urged the court to uphold the trial court’s findings and dismiss the appeal with costs to the Respondent.
ANALYSIS AND DETERMINATION
This being a first appeal, this Court is under a duty to re evaluate and re analyze the evidence on record and arrive at its own independent conclusions, while bearing in mind that it neither saw nor heard the witnesses testify.
Having considered the record and the submissions, the following issues arise for determination:
1. Whether the Appellant proved breach of contract by the Respondent on a balance of probabilities;
2. Whether the Appellant was entitled to damages for the alleged loss of the first and second ratoon crops;
3. Whether the learned trial magistrate erred in dismissing the suit.
It is trite law that he who alleges must prove. In a claim founded on breach of contract, the claimant bears the burden of demonstrating the existence of the contract, breach thereof by the opposing party, and the loss suffered as a result of that breach.
There is no dispute that the plant crop was harvested. Indeed, the Appellant conceded during cross examination that the Respondent harvested the plant crop. The gravamen of the dispute therefore concerns the ratoon crops.
The evidence on record shows that the Appellant admitted that she burnt the 1st Ratoon crop and cleared the 2nd Ratoon crop when the Respondent failed and/ or ignored to harvest when the sugarcane matured and the same allegedly deteriorated. The Respondent produced evidence that, following this interference, the Appellant was issued with a warning letter pursuant to Clause 9 of the contract. The learned Trial Magistrate made a clear finding that the warning letter was properly served and that the Appellant had interfered with the ratoon crop contrary to the terms of the contract. The finding by the Trial Magistrate that the warning letter was properly served and the Appellant had interfered with the ratoon crops was not challenged as a ground of appeal and an appellate court cannot disturb a factual finding that has not been specifically challenged.
Further, the Appellant did not plead or prove the specific dates when the ratoon crops allegedly matured, nor did she tender any expert evidence or documentary records to demonstrate that the cane was mature and ready for harvest but was neglected by the Respondent. In the absence of such evidence, the court is left with mere assertions.
The authorities cited by the Appellant are distinguishable. In those cases, breach by the miller was established. In the present matter, the evidence points to interference with the crop by the Appellant herself and a party cannot benefit from her own breach.
On the claim for exemplary damages, the law is settled that exemplary or general damages are not awardable for breach of contract. The appropriate remedy, where breach is proved, is compensatory damages aimed at restitution. The learned trial magistrate therefore committed no error in rejecting that claim.
Having re evaluated the entire evidence on record, I am not persuaded that the learned trial magistrate misapprehended the evidence or applied wrong principles of law. The conclusion that the Appellant failed to prove her case on a balance of probabilities was well founded.
In the end, this Court finds that the appeal lacks merit. The learned trial magistrate properly evaluated the evidence and arrived at the correct conclusion. The appeal is hereby dismissed in its entirety. The judgment and decree of the Senior Resident Magistrate in Rongo PMCCC No. 87 of 2016 delivered on 23rd November 2022 are affirmed. The costs of this appeal are awarded to the Respondent. The Right of Appeal within 30 days is hereby explained to the parties.
Orders accordingly.
DELIVERED Dated and SIGNED at Migori this 18th day of December, 2025.