Introduction
1. Before Court for determination is a Notice of Motion dated 24th June 2026, by Julius Mwangi Kanake (“the Respondent”), brought under Sections 1A, 1B, 3, and 3A of the Civil Procedure Act and Order 51 of the Civil Procedure Rules. By the Application, the Respondent principally seeks the following orders:
i. Stay/Arrest of the delivery/implementation of the Ruling scheduled for 25th June 2026 in respect of the Applicants' Notice of Motion dated 12th March 2026.
ii. A finding that the Applicants' Notice of Motion dated 12th March 2026 has been spent and/or overtaken by events and that the underlying dispute is settled.
iii. An order setting aside any orders granted in the Ruling delivered on 25th June 2026 and marking the matter as fully settled.
2. The Applicants/Respondents (Stanmore Holdings Limited and Be Forward Co., Limited) opposed the application vide the affidavit of Luqman Yussuf Abdalla, sworn on 8th July 2026 and submissions dated 17th August 2026.
3. The origin of this litigation stems from a contract of sale for a motor vehicle (Used Land Rover/Range Rover Sport, Chassis No. SALWA2EV6HA677706, hereinafter "the Vehicle") sold by the 2nd Applicant to the Respondent for a total purchase price of USD 18,735. The Respondent initially paid a deposit of USD 5,630, leaving an outstanding balance of USD 13,105.
4. The Vehicle arrived at the Port of Mombasa under Bill of Lading No. BF00814316.
5. Asserting that the Respondent defaulted on paying the balance despite demands, the Applicants filed the Notice of Motion dated 12th March 2026 seeking leave to amend the Bill of Lading and Cargo Manifest to name a new buyer, Sammy Musyoki Yenge, as the consignee in place of the Respondent.
6. On 25th June 2026, this Court rendered a Ruling allowing the Applicants' Motion dated 12th March 2026. However, upon receiving the Respondent's present Application, the Court stayed the operation and implementation of those orders held in abeyance pending the inter-partes determination of the Respondent's Application. The Court, in the said ruling, stated as follows:
“In the circumstances, although I am satisfied that the Applicants have established their case and are entitled to the orders sought, I consider it just and proportionate that the implementation of those orders be temporarily suspended pending the hearing and determination of the Respondent's subsequent application.”
7. The Respondent contends in the present application that following the filing of the Applicants' Motion dated 12th March 2026, the parties reopened negotiations, following which the Applicants issued additional invoices totaling USD 850 (comprising a USD 150 re-amendment fee and a USD 700 court order cancellation fee) alongside the outstanding balance of USD 13,105.
8. It is further the Respondent’s position that in performance of his obligation under the renegotiated contract, he remitted USD 13,105 on 12th June 2026 and USD 850 on 18th June 2026 via direct SWIFT bank transfers, both of which were accepted by the 2nd Applicant.
9. The Respondent argues that by accepting full payment, the Applicants waived any prior breach/rescission, reinstated the sale contract, and are estopped under Section 120 of the Evidence Act from denying his entitlement to collect the Vehicle.
10. The Respondent maintains that the Applicants failed to exhibit any binding sale agreement, invoice, bank receipt, or transfer advice proving a completed, bona fide sale to Sammy Musyoka Yenge prior to receiving his payments.
11. The Applicants/Respondents, on the other hand, while acknowledging receiving the USD 13,105 and USD 850 remittances, contend that by the time payment was made, the original contract had already been lawfully terminated due to default. They assert they had already entered into a binding transaction with a third party, Sammy Musyoka Yenge, who had paid in full.
12. The Applicants argued that a late payment cannot unilaterally revive an already terminated contract or extinguish rights accrued to a third-party purchaser.
13. Relying on the Sale of Goods Act (Cap 31), the Applicants submitted that as unpaid sellers, they lawfully exercised their statutory rights under Section 40 of the Act, of stoppage in transit and resale.
14. They further asserted that no formal, executed consent order or signed settlement agreement was ever filed in court to warrant the setting aside of this Court's Orders of 25th June 2026, or to in any way, extinguish the Applicants’ rights as unpaid sellers.
15. The 1st Interested Party, Kenya Revenue Authority (KRA), in its Replying Affidavit sworn by Ms. Hellen Wairimu Njoroge on 22nd May 2026, takes no side in the dispute, but insists that all applicable statutory taxes, levies, storage fees, and duties must be fully assessed and paid before the Vehicle is released or shipping documents amended.
16. The 2nd Interested Party, Kenya Bureau of Standards (KEBS), in a replying affidavit of Luise Rasanga sworn on 22nd April 2026, asserted its limited mandate under Legal Notice No. 78 of 2020 to ensure mandatory quality and roadworthiness standards (Pre-Export Verification or Destination Inspection) are satisfied prior to port clearance.
17. The 3rd Interested Party, Kenya Ports Authority (KPA), did not file formal opposition.
Analysis and Determination
18. Having evaluated the application, affidavits, annexures, and written submissions on record, the Court identifies the following issues for determination:
i. Whether the Applicants are estopped from denying that the Respondent was entitled to the motor vehicle; and
ii. What would be appropriate orders to issue.
Whether there was a compromise/settlement between the Applicants and the Respondent
19. The Respondent invoked section 120 of the Evidence Act and argued that the Applicants are estopped from denying that he remained entitled to the motor vehicle after the parties' subsequent dealings.
20. According to the Respondent, after filing the application dated 12th March 2026, the Applicants reopened negotiations with him, communicated the amount required to regularise the transaction, issued invoices for the additional charges, and accepted his payment of USD 13,105, being the balance of the purchase price together with USD 850, being administrative charges.
21. The Respondent maintained that he made the payments acting upon the Applicants' representations and conduct that the dispute had been resolved and that he would consequently obtain the vehicle. He therefore contended that it would be inequitable for the Applicants, having induced him to make the payments and accepted them, to turn around and assert that the contract had already been terminated and that the vehicle had been sold to another person.
22. The Applicants, rejecting the Respondent’s contentions, argued that the Respondent has failed to establish the necessary elements of estoppel. According to the Applicants, there was no unequivocal representation that the earlier cancellation had been abandoned or that the Respondent would necessarily regain the motor vehicle, or that the transaction with the third party had been cancelled.
23. The Applicants maintained that the Respondent's payment occurred after his contractual default, and after the Applicants had already exercised their contractual remedies by selling the subject motor vehicle to the third party. According to the Applicants. acceptance of money did not automatically reverse the legal consequences of the earlier default.
24. Section 120 of the Evidence Act, Cap. 80 provides that:
“When one person has, by his declaration, act or omission, intentionally caused or permitted another person to believe a thing to be true and to act upon such belief, neither he nor his representative shall be allowed, in any suit or proceeding between himself and such person or his representative, to deny the truth of that thing.”
25. The Court of Appeal in Serah Njeri Mwobi v John Kimani Njoroge [2013] KECA 501 (KLR) held that estoppel operates as a principle of law which precludes a person from asserting something contrary to what is implied by that person's previous action or statement. The Court, citing Robert Goff LJ in the English case of Leonidas D (1985)1 WLR 925, also clarified that an equitable estoppel ordinarily requires an unequivocal representation, stating that:
“We should add that we see the same difficulty in invoking the principle of equitable estoppel in such circumstances. It is well settled that that principle requires that one party should have made an unequivocal representation that he does not intend to enforce his strict legal rights against the other, …”
26. Similarly, in Diamond Trust Bank Kenya Ltd v Said Hamad Shamisi & 2 Others [2015] KECA 717 (KLR), the Court of Appeal, considering section 120 of the Evidence Act, held that there must be an unequivocal representation which is acted upon by the opposite party to its detriment. The Court further observed that estoppel must be specifically pleaded.
27. In the present case, evidence on record shows that following the Respondent’s default in paying the whole of the purchase price for the subject motor vehicle, the Applicants took steps towards exercising their rights as unpaid sellers under Section 40 and 48 of the Sale of Goods Act. However, evidence further reveals that parties resumed discussions, and the outstanding balance of USD 13,105 and additional charges of USD 850 were communicated to the Respondent, who thereafter paid the two sums. In fact, the Applicants admitted receipt of the payments.
28. On the material before me, I am satisfied that having reopened the transaction, quantified what was required to regularise it and accepted payment pursuant to that engagement, the Applicants cannot, in the circumstances, resile from the representation upon which the payment was made.
29. Consequently, the Court finds and holds that the Respondent has established, on a balance of probabilities, the elements of estoppel under section 120 of the Evidence Act. Accordingly, the Applicants are therefore estopped from relying on the earlier default in a manner inconsistent with the representation and subsequent dealings between the parties.
30. Regarding the Applicants’ contention that the Respondent could not rely on the doctrine of estoppel to defeat the crystallized contractual obligation between the Applicants and the alleged third party, this Court notes that apart from an application by the Applicant for the amendment of the manifest, no cogent evidence was produced by the Applicants demonstrating that the vehicle had in fact been sold to the alleged third party.
31. Despite the Respondent raising this point explicitly in his Supplementary Affidavit, the Applicants failed to produce a sale contract with the said Mr. Yenge, an invoice issued to him, a bank transfer advice, or a receipt demonstrating that Mr. Yenge paid value for the vehicle.
32. In any event, the Applicants cannot claim to have completed a third-party resale while simultaneously issuing invoices to the original buyer for a USD 700 being a "Court Order Cancellation Fee", USD 150 “Re-amendment Fee”, accepting the full balance of the purchase price, and retaining both sums. This amounts to approbating and reprobating.
What would be appropriate orders to issue
33. Section 3A of the Civil Procedure Act empowers this Court to issue orders necessary to prevent an abuse of the process of the court and meet the ends of justice.
34. When the Court delivered its Ruling on 25th June 2026, it had not been established by evidence that between 12th and 18th June 2026, the Respondent had cleared the entire outstanding purchase price and paid the Applicants' administrative/legal fees. This was expressly stated in the said ruling.
35. The Court having now established that the payments were actually made by the Respondent pursuant to an invoice issued by the Applicant, the foundational premise of the Applicants' Motion dated 12th March 2026—namely, non-payment of the purchase price—ceased to exist prior to this Court Ruling of 25th June 2026.
36. In the premises, allowing the orders of 25th June 2026 to stand would permit the Applicants to retain the full purchase price plus legal fees while simultaneously transferring the Vehicle to a third party. This would occasion severe injustice and unjust enrichment.
37. The Court therefore finds and holds that the Applicants' Motion dated 12th March 2026 was effectively rendered spent and overtaken by events prior to the 25th June 2026 Ruling.
38. The upshot of the foregoing is that the Respondent’s Notice of Motion dated 24th June 2026 is merited and is hereby allowed in the following terms:
i. THAT the Ruling and Orders issued by this Court on 25th June 2026 in respect of the Applicants' Notice of Motion dated 12th March 2026 be and are hereby set aside in their entirety.
ii. THAT the Applicants' Notice of Motion dated 12th March 2026 is hereby marked as spent, settled, and overtaken by events.
iii. THAT the Bill of Lading No. BF00814316 and the Cargo Manifest for the motor vehicle USED LAND ROVER/RANGE ROVER SPORT, Chassis No. SALWA2EV6HA677706, shall remain in and/or be restored to the name of the Respondent, Julius Mwangi Kanake, as the consignee.
iv. THAT the release and clearance of the subject Motor Vehicle to the Respondent shall be subject to full compliance with all lawful customs assessments, tax duties, and levies payable to the 1st Interested Party (KRA), as well as statutory quality inspection requirements enforced by the 2nd Interested Party (KEBS).
v. THAT the Applicants shall bear the costs of the Respondent's Notice of Motion dated 24th June 2026.
39. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 31st DAY OF AUGUST 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
1. Before Court for determination is a Notice of Motion dated 24th June 2026, by Julius Mwangi Kanake (“the Respondent”), brought under Sections 1A, 1B, 3, and 3A of the Civil Procedure Act and Order 51 of the Civil Procedure Rules. By the Application, the Respondent principally seeks the following orders:
i. Stay/Arrest of the delivery/implementation of the Ruling scheduled for 25th June 2026 in respect of the Applicants' Notice of Motion dated 12th March 2026.
ii. A finding that the Applicants' Notice of Motion dated 12th March 2026 has been spent and/or overtaken by events and that the underlying dispute is settled.
iii. An order setting aside any orders granted in the Ruling delivered on 25th June 2026 and marking the matter as fully settled.
2. The Applicants/Respondents (Stanmore Holdings Limited and Be Forward Co., Limited) opposed the application vide the affidavit of Luqman Yussuf Abdalla, sworn on 8th July 2026 and submissions dated 17th August 2026.
3. The origin of this litigation stems from a contract of sale for a motor vehicle (Used Land Rover/Range Rover Sport, Chassis No. SALWA2EV6HA677706, hereinafter "the Vehicle") sold by the 2nd Applicant to the Respondent for a total purchase price of USD 18,735. The Respondent initially paid a deposit of USD 5,630, leaving an outstanding balance of USD 13,105.
4. The Vehicle arrived at the Port of Mombasa under Bill of Lading No. BF00814316.
5. Asserting that the Respondent defaulted on paying the balance despite demands, the Applicants filed the Notice of Motion dated 12th March 2026 seeking leave to amend the Bill of Lading and Cargo Manifest to name a new buyer, Sammy Musyoki Yenge, as the consignee in place of the Respondent.
6. On 25th June 2026, this Court rendered a Ruling allowing the Applicants' Motion dated 12th March 2026. However, upon receiving the Respondent's present Application, the Court stayed the operation and implementation of those orders held in abeyance pending the inter-partes determination of the Respondent's Application. The Court, in the said ruling, stated as follows:
“In the circumstances, although I am satisfied that the Applicants have established their case and are entitled to the orders sought, I consider it just and proportionate that the implementation of those orders be temporarily suspended pending the hearing and determination of the Respondent's subsequent application.”
7. The Respondent contends in the present application that following the filing of the Applicants' Motion dated 12th March 2026, the parties reopened negotiations, following which the Applicants issued additional invoices totaling USD 850 (comprising a USD 150 re-amendment fee and a USD 700 court order cancellation fee) alongside the outstanding balance of USD 13,105.
8. It is further the Respondent’s position that in performance of his obligation under the renegotiated contract, he remitted USD 13,105 on 12th June 2026 and USD 850 on 18th June 2026 via direct SWIFT bank transfers, both of which were accepted by the 2nd Applicant.
9. The Respondent argues that by accepting full payment, the Applicants waived any prior breach/rescission, reinstated the sale contract, and are estopped under Section 120 of the Evidence Act from denying his entitlement to collect the Vehicle.
10. The Respondent maintains that the Applicants failed to exhibit any binding sale agreement, invoice, bank receipt, or transfer advice proving a completed, bona fide sale to Sammy Musyoka Yenge prior to receiving his payments.
11. The Applicants/Respondents, on the other hand, while acknowledging receiving the USD 13,105 and USD 850 remittances, contend that by the time payment was made, the original contract had already been lawfully terminated due to default. They assert they had already entered into a binding transaction with a third party, Sammy Musyoka Yenge, who had paid in full.
12. The Applicants argued that a late payment cannot unilaterally revive an already terminated contract or extinguish rights accrued to a third-party purchaser.
13. Relying on the Sale of Goods Act (Cap 31), the Applicants submitted that as unpaid sellers, they lawfully exercised their statutory rights under Section 40 of the Act, of stoppage in transit and resale.
14. They further asserted that no formal, executed consent order or signed settlement agreement was ever filed in court to warrant the setting aside of this Court's Orders of 25th June 2026, or to in any way, extinguish the Applicants’ rights as unpaid sellers.
15. The 1st Interested Party, Kenya Revenue Authority (KRA), in its Replying Affidavit sworn by Ms. Hellen Wairimu Njoroge on 22nd May 2026, takes no side in the dispute, but insists that all applicable statutory taxes, levies, storage fees, and duties must be fully assessed and paid before the Vehicle is released or shipping documents amended.
16. The 2nd Interested Party, Kenya Bureau of Standards (KEBS), in a replying affidavit of Luise Rasanga sworn on 22nd April 2026, asserted its limited mandate under Legal Notice No. 78 of 2020 to ensure mandatory quality and roadworthiness standards (Pre-Export Verification or Destination Inspection) are satisfied prior to port clearance.
17. The 3rd Interested Party, Kenya Ports Authority (KPA), did not file formal opposition.
Analysis and Determination
18. Having evaluated the application, affidavits, annexures, and written submissions on record, the Court identifies the following issues for determination:
i. Whether the Applicants are estopped from denying that the Respondent was entitled to the motor vehicle; and
ii. What would be appropriate orders to issue.
Whether there was a compromise/settlement between the Applicants and the Respondent
19. The Respondent invoked section 120 of the Evidence Act and argued that the Applicants are estopped from denying that he remained entitled to the motor vehicle after the parties' subsequent dealings.
20. According to the Respondent, after filing the application dated 12th March 2026, the Applicants reopened negotiations with him, communicated the amount required to regularise the transaction, issued invoices for the additional charges, and accepted his payment of USD 13,105, being the balance of the purchase price together with USD 850, being administrative charges.
21. The Respondent maintained that he made the payments acting upon the Applicants' representations and conduct that the dispute had been resolved and that he would consequently obtain the vehicle. He therefore contended that it would be inequitable for the Applicants, having induced him to make the payments and accepted them, to turn around and assert that the contract had already been terminated and that the vehicle had been sold to another person.
22. The Applicants, rejecting the Respondent’s contentions, argued that the Respondent has failed to establish the necessary elements of estoppel. According to the Applicants, there was no unequivocal representation that the earlier cancellation had been abandoned or that the Respondent would necessarily regain the motor vehicle, or that the transaction with the third party had been cancelled.
23. The Applicants maintained that the Respondent's payment occurred after his contractual default, and after the Applicants had already exercised their contractual remedies by selling the subject motor vehicle to the third party. According to the Applicants. acceptance of money did not automatically reverse the legal consequences of the earlier default.
24. Section 120 of the Evidence Act, Cap. 80 provides that:
“When one person has, by his declaration, act or omission, intentionally caused or permitted another person to believe a thing to be true and to act upon such belief, neither he nor his representative shall be allowed, in any suit or proceeding between himself and such person or his representative, to deny the truth of that thing.”
25. The Court of Appeal in Serah Njeri Mwobi v John Kimani Njoroge [2013] KECA 501 (KLR) held that estoppel operates as a principle of law which precludes a person from asserting something contrary to what is implied by that person's previous action or statement. The Court, citing Robert Goff LJ in the English case of Leonidas D (1985)1 WLR 925, also clarified that an equitable estoppel ordinarily requires an unequivocal representation, stating that:
“We should add that we see the same difficulty in invoking the principle of equitable estoppel in such circumstances. It is well settled that that principle requires that one party should have made an unequivocal representation that he does not intend to enforce his strict legal rights against the other, …”
26. Similarly, in Diamond Trust Bank Kenya Ltd v Said Hamad Shamisi & 2 Others [2015] KECA 717 (KLR), the Court of Appeal, considering section 120 of the Evidence Act, held that there must be an unequivocal representation which is acted upon by the opposite party to its detriment. The Court further observed that estoppel must be specifically pleaded.
27. In the present case, evidence on record shows that following the Respondent’s default in paying the whole of the purchase price for the subject motor vehicle, the Applicants took steps towards exercising their rights as unpaid sellers under Section 40 and 48 of the Sale of Goods Act. However, evidence further reveals that parties resumed discussions, and the outstanding balance of USD 13,105 and additional charges of USD 850 were communicated to the Respondent, who thereafter paid the two sums. In fact, the Applicants admitted receipt of the payments.
28. On the material before me, I am satisfied that having reopened the transaction, quantified what was required to regularise it and accepted payment pursuant to that engagement, the Applicants cannot, in the circumstances, resile from the representation upon which the payment was made.
29. Consequently, the Court finds and holds that the Respondent has established, on a balance of probabilities, the elements of estoppel under section 120 of the Evidence Act. Accordingly, the Applicants are therefore estopped from relying on the earlier default in a manner inconsistent with the representation and subsequent dealings between the parties.
30. Regarding the Applicants’ contention that the Respondent could not rely on the doctrine of estoppel to defeat the crystallized contractual obligation between the Applicants and the alleged third party, this Court notes that apart from an application by the Applicant for the amendment of the manifest, no cogent evidence was produced by the Applicants demonstrating that the vehicle had in fact been sold to the alleged third party.
31. Despite the Respondent raising this point explicitly in his Supplementary Affidavit, the Applicants failed to produce a sale contract with the said Mr. Yenge, an invoice issued to him, a bank transfer advice, or a receipt demonstrating that Mr. Yenge paid value for the vehicle.
32. In any event, the Applicants cannot claim to have completed a third-party resale while simultaneously issuing invoices to the original buyer for a USD 700 being a "Court Order Cancellation Fee", USD 150 “Re-amendment Fee”, accepting the full balance of the purchase price, and retaining both sums. This amounts to approbating and reprobating.
What would be appropriate orders to issue
33. Section 3A of the Civil Procedure Act empowers this Court to issue orders necessary to prevent an abuse of the process of the court and meet the ends of justice.
34. When the Court delivered its Ruling on 25th June 2026, it had not been established by evidence that between 12th and 18th June 2026, the Respondent had cleared the entire outstanding purchase price and paid the Applicants' administrative/legal fees. This was expressly stated in the said ruling.
35. The Court having now established that the payments were actually made by the Respondent pursuant to an invoice issued by the Applicant, the foundational premise of the Applicants' Motion dated 12th March 2026—namely, non-payment of the purchase price—ceased to exist prior to this Court Ruling of 25th June 2026.
36. In the premises, allowing the orders of 25th June 2026 to stand would permit the Applicants to retain the full purchase price plus legal fees while simultaneously transferring the Vehicle to a third party. This would occasion severe injustice and unjust enrichment.
37. The Court therefore finds and holds that the Applicants' Motion dated 12th March 2026 was effectively rendered spent and overtaken by events prior to the 25th June 2026 Ruling.
38. The upshot of the foregoing is that the Respondent’s Notice of Motion dated 24th June 2026 is merited and is hereby allowed in the following terms:
i. THAT the Ruling and Orders issued by this Court on 25th June 2026 in respect of the Applicants' Notice of Motion dated 12th March 2026 be and are hereby set aside in their entirety.
ii. THAT the Applicants' Notice of Motion dated 12th March 2026 is hereby marked as spent, settled, and overtaken by events.
iii. THAT the Bill of Lading No. BF00814316 and the Cargo Manifest for the motor vehicle USED LAND ROVER/RANGE ROVER SPORT, Chassis No. SALWA2EV6HA677706, shall remain in and/or be restored to the name of the Respondent, Julius Mwangi Kanake, as the consignee.
iv. THAT the release and clearance of the subject Motor Vehicle to the Respondent shall be subject to full compliance with all lawful customs assessments, tax duties, and levies payable to the 1st Interested Party (KRA), as well as statutory quality inspection requirements enforced by the 2nd Interested Party (KEBS).
v. THAT the Applicants shall bear the costs of the Respondent's Notice of Motion dated 24th June 2026.
39. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 31st DAY OF AUGUST 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court