A title deed alone is insufficient—proof of root of title is mandatory: The Case of Choi & 3 Others v Goldstein Group Services Limited & 2 Others [2025] KEELC 7234 (KLR)

Choi & 3 Others v Goldstein Group Services Limited & 2 Others [2025] KEELC 7234 (KLR)
Theme: A title deed alone is insufficient—proof of root of title is mandatory.

1. Background & Facts

This case concerned three contested parcels of land, each of which had passed through multiple owners, all holding what appeared to be valid certificates of title issued by the Ministry of Lands.

The court described the parcels as “ambitious” because each parcel had:

• Several competing titles.
• Each title showing a different chain of ownership.
• Each title allegedly originating from an allotment made between 1995 and 1997.
• Each title holder accusing the others of fraud and violating Article 40, which protects the right to property.

Every claimant insisted that:

• Their title was the genuine one.
• The other party’s title was fraudulent, irregular, or illegally obtained.
• They were entitled to protection under Article 40(3), which guarantees security of property.

The Ministry of Lands did not provide a clear or coherent explanation of:

• How multiple titles came to be issued over the same parcels.
• Who was originally allotted the land.
• The authenticity of the allotment letters.
• Whether the requisite survey, beaconing, and payment procedures were followed.

2. Issues for Determination

1. Whether a certificate of title, by itself, is conclusive proof of land ownership.
2. Whether the parties proved the root of their respective titles—i.e., how ownership lawfully devolved from the government to them.
3. Whether the competing titles were issued through fraud, illegality, or procedural irregularities.
4. Which party, if any, was entitled to protection under Article 40 of the Constitution.

3. Court’s Holding / Decision

The court held that:

1. A certificate of title alone is NOT sufficient evidence of ownership.

A party must demonstrate the root of their title—how they lawfully acquired the land from the initial allotment or allocation.

2. All parties failed to prove the lawful root of their titles.

None of the competing title holders could provide:

• Authentic and verifiable allotment letters.
• Proof of payment of statutory charges (stand premium, rent, survey fees).
• Survey diagrams/F.R. numbers confirming the parcels were legally surveyed.
• Evidence that the Commissioner of Lands lawfully allocated the specific land.
• A credible, consistent chain of ownership.

3. Titles founded on defective or fraudulent allotments are invalid.

If the root is rotten, the resulting title is void, regardless of appearances.

4. Article 40 protection does NOT apply to unlawfully acquired property.

The Constitution protects property rights only where the acquisition was lawful.

4. Court’s Reasoning

a. Land titles are only prima facie evidence

Under the Land Registration Act and case law (including Munyu Maina v Hiram Gathiha), a title is not absolute proof—a holder must justify its legality when challenged.

b. The burden of proof shifts to the title holder

Once allegations of fraud or illegality are raised, the person claiming ownership must demonstrate valid acquisition.

c. All parties presented suspicious documents

• Allotment letters had inconsistencies.
• Payment receipts were questionable or missing.
• Survey processes were irregular or incomplete.
• Some documents indicated possible backdating or manipulation.

d. Article 40 does not sanitize illegality

The Constitution does not protect land acquired through:

• Fraud
• Illegality
• Abuse of office
• Irregular allocation

e. The Registrar’s records were contradictory

Making it impossible to ascertain the genuine owner without further administrative intervention.

5. Legal Principles Established

1. Root-of-title doctrine:
   A party must prove lawful origin of land ownership—not merely produce a title.
2. Title is not indefeasible when acquired illegally or irregularly.
3. Competing titles over the same parcel are evidence of systemic failure, not conclusive ownership.
4. Burden of proof shifts to the title holder once credibility of the title is challenged.
5. Article 40 protection is conditional upon lawful acquisition.

6. Client Advisory & Practical Implications

A. For clients purchasing land

Insist on:

• Verified allotment documents
• Proof of payment (receipts, bank statements)
• Survey documents (F.R. numbers, authenticated mutation maps)
• Historic registry file search at the Ministry of Lands
• Title deed authentication through the Registrar of Lands
• Confirmation that no parallel titles exist

Conducting only a title search is insufficient and risky.

B. For clients with existing titles

If challenged, be prepared to produce:

• Original allotment documents
• Transfer instruments
• Stamped and registered documents
• The chain of ownership
• Correspondence with the Ministry

A title without supporting documentation is vulnerable.

C. For disputed parcels

Advise clients to:

• Seek a court order compelling the Ministry of Lands to produce the parcel file.
• Request an independent survey and verification.
• Consider alternative dispute resolution (ADR) given the delays.
• Maintain possession to preserve practical rights pending resolution.

D. For institutional clients (developers, investors)

Emphasize:

• Thorough due diligence beyond the title
• Engagement of a licensed surveyor
• Early legal audit of the root of title
• Avoidance of allotment-based lands without complete documentation

7. Conclusion

This case reinforces a critical principle in Kenyan land law:

A title deed is not conclusive proof of ownership. A party must prove lawful acquisition and the entire chain of title.

The ruling signals increased judicial scrutiny of allotment-based titles and places significant responsibility on buyers and owners to verify the authenticity of their land rights.

 

On lawful obtainance and processign of personal data and breach; Samwel Kamau Waweru v Platinum Credit Limited; ODPC Complaint No. 1951 of 2025

I — Issues

1. Whether Platinum Credit Limited lawfully obtained and processed the Complainant’s personal data.
2. Whether the Respondent violated the consent requirements under the Data Protection Act, 2019 by using the Complainant’s personal data for direct marketing.
3. Whether the Respondent’s conduct amounted to a breach of the Complainant’s right to privacy under the Constitution of Kenya, 2010.

 

R — Rules

• Article 31(c) & (d), Constitution of Kenya (2010):
  Guarantees the right to privacy, including the right not to have personal information unnecessarily revealed or misused.
• Section 25, Data Protection Act, 2019:
  Requires personal data to be processed lawfully, fairly, and transparently.
• Section 30, Data Protection Act, 2019:
  Personal data shall not be processed unless the data subject has given consent or another lawful basis exists.
• Section 37, Data Protection Act, 2019:
  Prohibits the use of personal data for direct marketing without the data subject’s prior consent.
• Section 51, Data Protection Act, 2019:
  Provides data subjects with enforceable rights against unlawful processing.

 

A — Application

Platinum Credit Limited contacted the Complainant in November 2024 to promote loan products despite the Complainant never having been a customer of the Respondent. The Respondent’s agent possessed detailed personal information, including the Complainant’s vehicle details, demonstrating that the Respondent had already collected and processed his personal data.

The Complainant did not provide consent for the collection, processing, or use of his personal data for marketing purposes. When questioned, the Respondent’s agent stated that such information was routinely shared internally with the sales team, indicating systemic processing of personal data for commercial purposes.

This conduct failed to meet the statutory requirements of lawfulness, transparency, and consent under Sections 25 and 30 of the Data Protection Act. Additionally, the repeated unsolicited calls and messages constituted direct marketing, which is expressly restricted under Section 37 without prior consent.

By using the Complainant’s personal data without lawful justification, the Respondent infringed upon the Complainant’s constitutional right to privacy under Article 31 of the Constitution.

 

C — Conclusion

The Respondent unlawfully obtained and processed the Complainant’s personal data without consent and used it for direct marketing purposes in violation of the Data Protection Act, 2019 and Article 31 of the Constitution. The complaint was therefore upheld, and Platinum Credit Limited was found to be in breach of Kenya’s data protection laws.

𝐓𝐡𝐞 𝐏𝐫𝐨𝐜𝐞𝐬𝐬 𝐨𝐟 𝐂𝐨𝐧𝐯𝐞𝐫𝐭𝐢𝐧𝐠 𝐒𝐡𝐚𝐫𝐞 𝐂𝐞𝐫𝐭𝐢𝐟𝐢𝐜𝐚𝐭𝐞 𝐚𝐧𝐝 𝐀𝐥𝐥𝐨𝐭𝐦𝐞𝐧𝐭 𝐋𝐞𝐭𝐭𝐞𝐫 𝐭𝐨 𝐓𝐢𝐭𝐥𝐞 𝐃𝐞𝐞𝐝

What is a Share Certificate and Allotment Letter?

A Share Certificate proves ownership in a land-buying company or housing cooperative.

 It shows that you own a "share" in the company that owns the land.

An Allotment Letter is usually issued by the company to assign you a specific plot number—this means the company has allocated you a piece of land, but you don’t yet have legal ownership (no registered title).

What Exactly is an Allotment Letter?
An allotment letter is an official document issued by a government authority or a landowner. It confirms that a specific piece of land has been allocated to you.

It’s like that “Congratulations!” email you get after winning an online auction.

Here’s what it usually includes:

Your details: Name, ID number, etc.
Property details: Location, size, plot number.
Terms and conditions: Payment deadlines, restrictions, etc.

But here’s the kicker: An allotment letter does not give you full ownership of the land. It’s more like a promise, an “intent to grant” once you meet certain conditions.

 Why an Allotment Letter Isn’t Enough
Think of it like this: you’ve been promised a brand new car. You’ve even got the key. But the car is still at the dealership, and you haven’t signed all the paperwork or made the full payment.

Can you drive it home? Nope.

Similarly, an allotment letter is just the first step. You still need to:

Fulfill the conditions: Pay the required fees, comply with any restrictions.
Obtain a title deed: This is the real proof of ownership.

Without a title deed, you can’t:

1. Sell the land
2. Use it as collateral for a loan
3. Legally transfer ownership

Step-by-Step Process to Convert to Title Deed:

Ready to take that allotment letter and turn it into a title deed? Here’s a simplified breakdown of the process:

General overview:

 Verify the letter: Ensure it’s genuine and issued by the relevant authority.
Conduct a search: Confirm the land’s ownership and any existing encumbrances.
Fulfill the conditions: Pay all required fees and comply with any restrictions.
Prepare the documents: Gather all necessary paperwork, including your ID, allotment letter, and payment receipts.
Submit your application: File your application for registration at the relevant land registry.
Follow up: Monitor the progress of your application and address any queries promptly.

Detailed guide on the process and the specific requirements may vary depending on the location and type of land as follows:

1. Verification & Due Diligence

Verify the letter: Ensure it’s genuine and issued by the relevant authority.
Conduct a search: Confirm the land’s ownership and any existing encumbrances.
Ensure the land-buying company has ownership documents for the mother title (mother title = original large parcel).

Verify with the Ministry of Lands and Survey of Kenya whether the land is available, unencumbered, and subdivided correctly.

2. Subdivision & Survey Work

The land must be subdivided by a licensed surveyor. This involves:

Surveying the parcel to extract your portion.

Preparing a mutation form and Part Development Plan (PDP) (if applicable).

Submitting to the Survey of Kenya for approval and RIM update.

3. Land Control Board Consent (LCB)

You’ll need a Land Control Board meeting to approve the transfer of land from the company to you as an individual.

This is a legal step under the Land Control Act for agricultural land.

4. Transfer & Registration

The company prepares a Transfer Form (Form A) and Title Deed Application under your name.

You’ll need to pay:

Stamp duty (typically 4%)

Registration fees

Submit these at the Lands Registry where the land is located.

5. Issuance of Title Deed

Once processed, your name is entered into the land register, and a title deed is printed and issued in your name.

This title is now registered under the Land Registration Act and is a proof of ownership recognized under Kenyan law.

Key Takeaways
An allotment letter is a starting point, not a guarantee of ownership.
The title deed is the ultimate proof of ownership.
Don’t rush into any land transaction. Do your research and involve a lawyer.
Be aware of potential scams and red flags.
Follow the proper process to convert your allotment letter into a title deed. 

 Disclaimer: This article is for informational purposes only and does not constitute legal advice.

Legal Review: Buying Property Off-Plan in Kenya

From initial deposit to handover: understanding the risks and safeguards

Off-plan property acquisitions have become increasingly common within Kenya’s growing real estate market. Driven by rapid urbanisation, population growth, and the demand for affordable and modern housing, many purchasers now commit to developments based solely on architectural designs, plans, and statutory approvals before construction is completed.

This article builds on earlier discussions around due diligence in off-plan transactions and examines the key risks associated with such purchases, as well as the legal and practical measures available to safeguard buyers under the Kenyan framework.

 

Key Risks in Off-Plan Property Purchases

While off-plan investments can offer flexible payment terms and potentially lower purchase prices, they are not without significant legal and financial exposure:

1. Dishonest or unregulated developers
Some developers may collect deposits and fail to complete, or even commence, the project, leaving purchasers with limited recourse.

2. Delays in project completion
Delays caused by funding constraints, contractor challenges, or regulatory approvals can substantially affect a buyer’s expectations and financial planning.

3. Compromised construction quality
Completed units may differ from the initial specifications, with lower-quality finishes or unapproved design changes that diminish value.

4. Insolvency or abandonment of the project
Poor financial management or insolvency may result in stalled or abandoned developments, exposing buyers to prolonged uncertainty and loss.

5. Construction timelines affecting investment returns
Extended construction periods can disrupt plans for resale or rental income, particularly where the purchase was intended as an investment.

6. Financing and mortgage approval challenges
Kenyan financial institutions often apply stricter lending criteria for off-plan properties, which may delay or prevent mortgage approvals.

7. Developer-biased sale agreements
Off-plan sale agreements are frequently drafted in favour of developers, with ambiguous completion dates, limited remedies for delay, and weak protections against substandard workmanship.

 

Buyer Protection Measures in Off-Plan Transactions

Given the inherent risks, purchasers must take deliberate steps to protect their interests before committing to an off-plan purchase in Kenya:

1. Title and land ownership verification
The land on which the development is proposed should be registered in the name of the developer or the project entity. Buyers should confirm that the mother title is free from encumbrances such as charges, cautions, caveats, or disputes, in accordance with the Land Registration Act.

2. Due diligence on the developer
Purchasers should assess the developer’s credibility by reviewing past projects, financial standing, corporate structure, and the legal status of its directors, including any pending or concluded litigation.

3. Escrow and structured payment arrangements
Payments should ideally be made through escrow or stakeholder accounts, with funds released only upon certification of completed construction milestones. The final payment should be tied to completion and handover.

4. Independent legal advice
Engaging an advocate to review the sale agreement is critical to ensure that timelines, penalties, defect liability periods, and termination rights are clearly defined and enforceable.

5. Zoning and permitted land use
Buyers must confirm that the registered land use allows for the intended development, particularly for multi-dwelling residential or mixed-use projects, to avoid regulatory breaches or enforcement actions.

6. Verification of statutory approvals
The purchaser should confirm that the developer has obtained all necessary approvals from relevant authorities, including county planning approvals and building permits, to ensure the project is lawful and unlikely to face regulatory delays.

 

Conclusion

In off-plan property transactions, knowledge is the purchaser’s strongest protection. Although such investments offer significant opportunities in Kenya’s real estate sector, they demand thorough due diligence, careful contractual review, and professional legal guidance.

In a dynamic and competitive property market, informed decision-making is not merely advisable—it is essential to safeguarding both capital and expectations.

For further guidance or clarification, kindly reach out through the comments section.

Overview of the Government Owned Enterprises Act, 2025 (Kenya)

The Government Owned Enterprises Act, 2025 (GOE Act) is a recently enacted statute that fundamentally reforms the manner in which the Government of Kenya owns, controls, and supervises its commercial entities, formerly referred to as state corporations or parastatals. The Act marks a deliberate departure from the traditional parastatal model established under the State Corporations Act (Cap. 446) by introducing a corporate, commercially driven framework grounded in modern company law and corporate governance principles.

At its core, the GOE Act seeks to reposition government-owned commercial entities as profit-oriented, professionally managed enterprises, while preserving the State’s ability to pursue clearly defined public policy objectives in a transparent and accountable manner.

 

Key Legal and Structural Reforms Introduced by the Act

1. Conversion of State Corporations into Public Limited Companies

The Act mandates the reconstitution of existing commercial state corporations into public limited companies (PLCs) incorporated under the Companies Act, 2015 (formerly Cap. 486). This restructuring subjects Government Owned Enterprises (GOEs) to the same legal standards that apply to private companies, including fiduciary duties of directors, financial disclosure obligations, and insolvency rules.

This reform aligns public enterprises with Article 227 of the Constitution, which emphasizes efficiency, transparency, and value for money in public entities, and reduces reliance on bespoke statutory frameworks that previously insulated parastatals from market discipline.

2. Clarification of State Ownership and the Role of the National Treasury

The Act designates the National Treasury as the central shareholder and owner representative of all GOEs. This resolves long-standing ambiguities where line ministries exercised overlapping and often politicized control over state corporations.

By consolidating ownership at the Treasury, the Act promotes:

• Clear separation between ownership, policy formulation, and regulation;
• Professional shareholder oversight; and
• Consistency in performance expectations across GOEs.

This approach reflects international best practice and supports Article 201 of the Constitution, which requires responsible and prudent management of public finances.

3. Independent, Competence-Based Boards and Enhanced Corporate Governance

The GOE Act introduces a skills-based, independent board architecture, reducing ministerial discretion in appointments. Directors are selected based on competence, experience, and integrity, and are subject to defined tenure, performance evaluation, and fiduciary responsibilities under company law.

This governance framework:

• Reinforces the duty of directors to act in the best interests of the company;
• Minimizes political interference and patronage; and
• Enhances accountability consistent with Chapter Six of the Constitution on Leadership and Integrity.

4. Commercial Orientation and Performance Accountability

GOEs are required to operate on a commercially viable and self-sustaining basis, with a clear emphasis on profitability, efficiency, and competitiveness. The Act introduces rigorous performance contracts between the National Treasury and each enterprise, setting measurable financial and operational targets.

Where a GOE is required to undertake Public Service Obligations (PSOs)—such as providing non-commercial services in the public interest—these obligations must be:

• Explicitly defined;
• Costed; and
• Separately funded and ring-fenced.

This mechanism prevents the historical problem of commercial inefficiency being masked by vague public mandates and unchecked exchequer support.

5. Controls on the Establishment of New Government Owned Enterprises

To curb the proliferation and duplication of state entities, the Act requires that any proposed GOE be supported by a feasibility study demonstrating:

• Economic necessity;
• Commercial viability; and
• Absence of overlap with existing entities.

This reform promotes rationalization of the public sector and reinforces fiscal discipline, particularly in light of Kenya’s constitutional commitment to sustainable public debt management.

 

Practical and Legal Implications of the Act

For Government Owned Enterprises

GOEs must now function in a manner comparable to private-sector companies, prioritizing revenue generation, cost control, and long-term sustainability. Reliance on government bailouts is discouraged, except where justified through properly structured PSOs.

For Corporate Governance and Management

The Act introduces clear distinctions between:

• The shareholder (National Treasury),
• The board of directors, and
• executive management.

This clarity strengthens internal accountability and reduces governance failures that historically plagued parastatals.

For the Public and the Exchequer

From a public interest perspective, the Act promises:

• Improved service delivery through better-managed enterprises;
• Greater transparency and public accountability;
• Reduced fiscal burden on taxpayers; and
• Enhanced public value from state assets.

 

Conclusion

The Government Owned Enterprises Act, 2025 represents a paradigm shift in Kenya’s management of state-owned commercial entities. By anchoring public enterprises in company law, professional governance, and performance accountability—while maintaining structured mechanisms for public service delivery—the Act establishes a coherent and modern legal framework for the establishment, control, and oversight of GOEs.

In doing so, it aligns Kenya’s public enterprise sector with constitutional principles of good governance, fiscal responsibility, and economic efficiency, marking a decisive move away from politically driven parastatal administration toward performance-based public ownership.