KENYA SCHOOL OF LAW

ATP 107 CONVEYANCING

TOPICS

MEMO, LICENSE AGREEMENT & AN AGREEMENT FOR SALE

BY

FIRM 28 CLASS C 2018

PRESENTED

TO

Ms. HELENE NAMISI

JULY 2018
TABLE OF CONTENTS

TABLE OF CONTENTS ................................................................................................................ ii

ACKNOWLEDGEMENT ............................................................................................................. iv
DECLARATION ............................................................................................................................ v
1. MEMO ..................................................................................................................................... 1
1.1 TENURE .......................................................................................................................... 1
1.2 CHANGE OF USER ........................................................................................................ 1
1.3 AMALGAMATION ........................................................................................................ 2
1.4 RESTRICTIVE COVENANTS ....................................................................................... 2
1.5 DISCHARGE OF CHARGE ........................................................................................... 3
1.6 PERMITS AND APPROVALS ....................................................................................... 3
1.7 MANAGEMENT COMPANY ........................................................................................ 3
2 LICENCE AGREEMENT ....................................................................................................... 4
2.1 DEFINITIONS AND INTERPRETATIONS .................................................................. 5
2.2 ASSIGNMENT OF PARKING SPACES........................................................................ 6
2.3 TERM ............................................................................................................................... 6
2.4 RENEWAL ...................................................................................................................... 6
2.5 PARKING FEE ................................................................................................................ 7
2.6 DEPOSIT ......................................................................................................................... 7
2.7 CHANGE IN MONTHLY FEE ....................................................................................... 7
2.8 RULES ............................................................................................................................. 7
2.9 MAINTENANCE OF FACILITY ................................................................................... 7
2.10 REMOVAL OF ILLEGALLY-PARKED VEHICLES ............................................... 7
2.11 NOTICE........................................................................................................................ 8
2.12 UNDERTAKINGS OF LICENCEE ............................................................................ 8
2.13 ASSIGNABILITY ........................................................................................................ 8
2.14 TERMINATION .......................................................................................................... 8
2.15 LICENSE ...................................................................................................................... 8
2.16 APPLICABLE LAW .................................................................................................... 9
2.17 ARBITRATION ........................................................................................................... 9
2.18 SEVERABILITY.......................................................................................................... 9
3 AGREEMENT FOR SALE ................................................................................................... 10

ii
DEFINITIONS AND INTERPRETATIONS ............................................................................... 12
2. SALE OF THE APARTMENT ............................................................................................. 13
3. COMPLETION ..................................................................................................................... 14
4. LIABILITY CLAUSE ........................................................................................................... 14
5. MANAGEMENT COMPANY ............................................................................................. 15
6. COSTS TO BE BEARED ..................................................................................................... 15
7. GENERAL PROVISIONS .................................................................................................... 16
8. DISPUTE RESOLUTION ..................................................................................................... 16
9. EXECUTION ........................................................................................................................ 17

iii
ACKNOWLEDGEMENT
We acknowledge the Almighty God for his grace that enabled us to research and complete this
research paper. We also appreciate our dear lecturer for her unfettered guidance and inspiration.
Finally, much gratitude to all members of FIRM C 28 for your intellectual contribution towards
completion of this paper.

iv
DECLARATION
We, the members of Firm 28 of Class C 2018 (Firm C28) declare that this firm assignment has
been researched, undertaken, and completed as a collective effort by the firm members listed
herein above, and submitted as required, in fulfillment of the requirements for
CONVEYANCNG of the Advocates Training Programme.

v
1. MEMO
SMART & SHARP ASSOCIATES

TO: Emerald Construction Ltd

FROM: Smart & Sharp Associates
DATE: 7/11/2018

SUBJECT; Legal Opinion on the intended Construction in Nairobi (Upper Hill)

Emerald Construction Limited is a company in the business of construction of houses for sale.
The company bought two pieces of land in Upper Hill and intends to erect an ultra-modern state-
of-the-art office complex. The parcels of land bought were 3 acres each with a 99 years leasehold
interest which was issued in 1980 by the then Nairobi city council to Edward and Wangari.

1.1 TENURE

The initial owners of these pieces of land had a leasehold interest granted by the government in
1980. According to the constitution of Kenya (2010) a lease from the government can only be for
a maximum of 99 year. Since 1980 up to date is 38 years thus Emerald takes over a lease of the
remaining 51 years. Thus Emerald must be sure to by the lapse of this time they will have made
returns for their investment.
To ascertain ownership of the parcels, Emerald must be in possession of the following
documents;
i. Original title document (certificate of lease ) for both parcels
ii. Land rent clearance certificate.
iii. National Land Commission consent.
iv. A sectional plan drawn by a surveyor approved by the Land Surveys board.
v. A prescribed transfer of lease form.

1.2 CHANGE OF USER

No person is allowed to carry out development within the Local County without permission from
the local authority. Development in this regard means the making of any material change in the
use or density of any buildings or land, or the erection of buildings and the carrying out of such
building operations.

1
Development permissions required by Emerald from the county government includes permission
to change the use of the two parcels of land from residential to commercial, erection of the new
apartment and demolition of the two buildings within the land.
Emerald should make an application through a prescribed form to the county government of
Nairobi through the director of physical planning. The application should accompanied by such
plans and particulars as are necessary to indicate the purposes of the development.

1.3 AMALGAMATION

Emerald intends to combine the two parcels of land to register it under one title for easier
development and also to reduce the cost of construction. The process of combination shall be as
provided for in the Land Registration General Regulations (2017).
Emerald shall make an application through a prescribed form to the registrar for the
amalgamation of the land L.R. 209/12345 and L.R. 209/12346.
The application shall be supported by a copy of the development permission from the county
government of Nairobi, a cadastral map of the parcels being combined, National Lands
Commission consent, and certificate of lease for both parcels.
In the case of Emerald only one of the copies of certificate of lease is attached hence the process
cannot be completed without both titles. Emerald will need to trace the certificate either by
replacing it if it is a case of lost document or discharge the charge if the property was charged.

1.4 RESTRICTIVE COVENANTS

Emerald will be require to conduct due diligence to find out all encumbrances and easements are
registered against the title. Initially these parcels were residential properties which are also close
to Don Bosco Catholic Church. The erection of the Ultra-Modern complex may be in
contravention of the existing restriction within that area. The kind of business that the new
building will host might also not be detrimental to the use of land by other owner within the area.
Therefore during application for permission to develop the land Emerald will be require to
conduct an Environmental Impact Accessement Test to ascertain that the building shall not
negatively impact the public. The company shall also be required to take measures that would
mitigate any potential negative impact.

2
1.5 DISCHARGE OF CHARGE
It is evident the one of the properties is still under a charge due to absence of certificate of lease
and a discharge of charge. Once a charged property is transferred the new chargor, upon payment
of the outstanding debt and performance of all obligations stipulated in the charge is entitled to
discharge the charge. In this case Emerald shall be require to settle the outstand amount to fully
acquire ownership of the property. An original certificate of lease will be issued to Emerald by
the financier.

1.6 PERMITS AND APPROVALS

Emerald is required to acquire several approvals from different authorities before
commencement of the development. They include;
i. Approval of development by the county director of physical planning
ii. Consents from the National Lands Commission to combine the titles and to facilitate the
entire process of transfer.
iii. Environmental Impact Assessment license from the National Environmental Management
Authority (NEMA).
iv. Emerald must be a registered contract with a practicing license from the National
Construction Authority (NCA).
v. Borehole drilling permit from the Kenya Water Resources Management Authority
(WRMA)

1.7 MANAGEMENT COMPANY

Upon completion of the construction of the apartments, a management company will be formed
to manage all the activities of the four apartments. In addition to this Emerald will transfer
reversionary interests to the management company upon sale of the last apartment. Emerald
should therefore think of incorporating a management company for the above purpose. It is
important to think of it at this stage because anybody purchasing the apartment before they are
fully completed purchases a share in that management company.
Signature
Smart & Sharp Associates ………………

3
2 LICENCE AGREEMENT

CAR PARKINING LICENSE AGREEMENT

BETWEEN

EMERALD CONSTRUCTION LIMITED (LTD)

AND

__________________________________________

FOR THE USAGE OF THE CAR PARK:

DRAWN BY:
Smart & Sharp Associates
Victor House, 1st Floor,
NAIROBI.
P.O BOX 10743– 00100 NAIROBI
Tel: 0723 559 804 / 0733 900 499
E- Mail:Smart&Sharp@gmail.com
4
 EMERALD CONSTRUCTION LIMITED
CAR PARKING LICENCE

THIS LICENCE is made the...................day of........................two thousand and eighteen

(2018) BETWEEN EMERALD CONSTRUCTION LIMITED a limited liability company
incorporated in the Republic of Kenya having its registered office at Nairobi in the said Republic
of Post Office Box Number 23700, Nairobi . (Herein refers to as “the Licensor”)
AND
.................................................................................................................................
Of Post Office Box Number.............................. (the “Licencee”) which expression shall where
the context so admits include its permitted successors and assigns.

WHEREAS

This License is supplemental to a lease/sale dated the ………….day of

…….two thousand and (20…) made between the same parties as are parties hereto and in the
same order and registered as…………whereby the Licensor leased/sold to the Licensee premises
in the building (hereinafter called “the facility”) situated on ALL THAT piece of land being
Land Reference Number ------------------
a) The Licensee has requested the Licensor to grant to it a right to use the car parking
facilities (hereinafter called “the Parking Area”) situate within the Building.
b) Licensor is in the business of providing vehicle parking spaces in facilities which it owns,
leases, or operates located at …………………………… (“Facility”)
c) Licensor is willing to enter into this Agreement for parking spaces at the Facility under
the terms and conditions set forth in this Agreement.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

2.1 DEFINITIONS AND INTERPRETATIONS

a) “Authorised Car” shall mean any motor vehicle or vehicles belonging to the Licensee
which has been authorised by Licensor or its agents to use the parking space.

5
 b) “Licence” means the licence granted by the Company to the Licensee pursuant to this
Agreement.
c) “Licensee” includes its personal representatives, successors and its assigns.
d) “Licensor” includes its successors and assigns
e) “Licence Period” means the period from the date of commencement of the Licence until
the date on which the Licence is determined in accordance with clause 2.
f) “Parking space” means the designated parking area for the licensee’s authorised car.
g) “Rules and Regulations” means the rules and regulations from time to time promulgated
by the Company relating to the use of any part of the parking area.

2.2 ASSIGNMENT OF PARKING SPACES

a) Licensor agrees to assign Licensee the use of (……………….) designated parking

spaces at the Facility. The assigned spaces will be separated by clearly defined, painted
lines and will be of sufficient size to accommodate a standard size car.
b) Licensor will assign each space and, when a space is assigned to a Licensee, Licensee
will provide Contractor: the assigned name, the vehicle’s make and model, the license
plate number, and the business telephone number for use in an emergency only.
c) Licensor will provide portable parking permits, which identify the user as an
authorized user of the space. Licensee shall be permitted to use the assigned spaces
twenty-four hours a day, seven days a week, and fifty-two weeks a year.

2.3 TERM

The term of this Agreement will be one month and shall commence on the later
of………………..or the first day of the month after the Effective Date (as defined below) and
shall end at the end of that month, subject to other provisions of this Agreement.

2.4 RENEWAL

The term of this Agreement shall be automatically renewed from month to month until either
party gives the other thirty (30) days notice in writing of its intention to terminate the
Agreement.

6
2.5 PARKING FEE

The fee for the use of each parking space shall be Kshs. 10,500/= per month per space inclusive
of VAT. This fee will be due in advance at the beginning of each month of the term of this
Agreement.

2.6 DEPOSIT

The Licensee shall pay a three months deposit upfront. The deposit is refundable 30 days after
the termination of this agreement

2.7 CHANGE IN MONTHLY FEE

Licensor may change the monthly fee by providing Licensee with thirty (30) days’ prior written
notice. Should Licensee not agree to the increased fee, Licensee may, upon thirty (30) days’
notice in writing, terminate this Agreement.

2.8 RULES

a) The Licensee must adhere to the rules and regulations by the management.
b) The user of the parking must not block other users or cause obstruction of any service
road or other means of access to the Parking Area.
c) The user must park only at the designated parking bay.
d) The Licensee must ensure that the parking space allocated under this License by the
Licensor is used solely by the Licensee and/or its employee’s agent’s licensees and/or
invitees.

2.9 MAINTENANCE OF FACILITY

Licensor agrees to maintain the Facility and to make all necessary repairs to the Facility and, in
particular, the parking spaces. Contractor agrees to keep access to and from the parking spaces
and the parking spaces themselves free and clear of any obstacles or debris.

2.10 REMOVAL OF ILLEGALLY-PARKED VEHICLES

Contractor agrees to either provide or contract with a towing service to have vehicles removed
that illegally park in the spaces assigned for Licensee’s use under this Agreement.

7
2.11 NOTICE
Any notice required to be served shall be sufficiently served on the Licensee if left addressed to
the Licensee at the premises leased by in the Building or if sent by certified mail, postage
prepaid, to the above addresses. These addresses may be changed by either party by giving
written notice as above stated.

2.12 UNDERTAKINGS OF LICENCEE

a) Not to take into or keep in or upon the Parking Area any motor fuel or lubrication oil
other than that kept in the fuel tank and engine of the Authorised Car.
b) To take all proper and reasonable precautions against fire and to indemnify the Licensor
for any loss or damage suffered by it or by any person using the Parking Area consequent
upon any fire however occurring and attributable to the failure of the Licensee or the
Licensee’s employees, agents and/or invitees to take such precautions as aforesaid.
c) Not to do or permit in the Parking Area any act or thing which may cause a nuisance
discomfort or annoyance to the Licensor or any licensee of the Licensor.

2.13 ASSIGNABILITY

This Agreement shall be binding upon the heirs, executors, administrators, successors, or
assigns of Licensor.

2.14 TERMINATION

The Licensor reserves the right to terminate the agreement and/or to reallocate the user a
different parking bay. If the Principal Lease is terminated for any reason whatsoever then this
license shall automatically determine and the Licensee shall remain liable to the licensor for any
outstanding license fees.

2.15 LICENSE
Contractor and Licensee agree that this Agreement is a license to use the parking spaces now or
hereafter assigned and that nothing herein will be construed or interpreted to make this a lease
agreement or convert this Agreement into a landlord-tenant relationship.

8
2.16 APPLICABLE LAW

This Agreement shall be governed by and interpreted and enforced in accordance with the Laws
of Kenya.

2.17 ARBITRATION
Any dispute arising between the parties hereto including the meaning and interpretation of
anything contained herein or otherwise arising in connection with this License, and all claims or
matters in such dispute not otherwise mutually settled between the parties shall be referred to
arbitration by single arbitrator to be appointed by agreement between the parties.

2.18 SEVERABILITY
The provisions in this agreement should be read as distinct and separate. In the event one is null
and void, it should be severed and will not affect the validity of the contract.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

Sign: Licensor Sign: Licensee

Name………………………………… Name……………………………………..
……………………………………….. ………………………………………
……………………………………….. ………………………………………
Signature Signature
………………………………………… ………………………………………
…………………………………............ ……………………………………….
ID NO: ………………………………… ID NO: ……………………………….

9
3 AGREEMENT FOR SALE

AGREEMENT FOR SALE

Between

EMERALD CONSTRUCTION LIMITED

(as “the Vendor”)

And

GIANPERO MASCOLINI and ISABELLA RICOTTA

(jointly as “the Purchasers”)

In respect to Sale of Apartment A1

(as “the apartment”)

DATED………….DAY OF …………201…..

Drawn by:
Andrew Jackson
Smart and Sharp Associates Advocates
Libre Towers, 3rd Floor
P.O Box 457-00100
1st Parklands Avenue, Nairobi

10
THIS AGREEMENTFOR SALE is made on the…of… Two thousand and…… (20…..)
between;
EMERALD CONSTRUCTION LIMITED Registration Number…………. of Post Office box
number………….. Nairobi, Kenya (hereinafter referred to as the vendor which expression shall
include its personal representatives and assigns) of the one part and,
GIANPERO MASCOLINI Identity Card Number/ Passport Number……… of post office box
number……………… (hereinafter referred to as the purchasers which expression shall include,
where the context so admits, its successors and assigns) of the second part
ISABELLA RICOTTA Identity Card Number/ Passport Number……… of post office box
number……………… (hereinafter referred to as the purchasers which expression shall include,
where the context so admits, its successors and assigns) of the third part.

WHEREAS:
a) The Vendor is the registered proprietor of ALL THE parcel of land measuring six (6)
acres located in Upper hill Area, Nairobi Land Reference Number…………… and the
buildings and improvements thereon.
b) The Vendor intends to construct an office block comprising of 20 floors and 4 levels
basement parking (hereinafter referred to as the complex).
c) The Vendor intends to put up offices that will occupy 19 floors.
d) The Vendor in addition to the offices, intends to put up 4 penthouses located on the 20 th
floor as shown in the second photograph of the attachment (hereinafter referred to as the
attachment). The apartments shall have the following amenities;

 10” ceilings, spacious floor plans

 3 bedrooms, all ensuite
 Master Bedroom has one full size bathroom plus separate powder room with shower
 Indoor Jacuzzi, under-floor heating
 Custom kitchen, mahogany island with hones Basaltina countertop and Wolf
appliances
 Large wood paneled closets with built in drawers and storage

11
 e) The Vendor has obtained all the necessary permits to develop their property and erect the
complex.
f) The Purchasers are aware of the intended construction and that it has not yet commenced.
Notwithstanding this, the purchasers have agreed to purchase the apartment.
g) The Purchasers have agreed to purchase the apartment.
h) The vendor has agreed to sell.

NOW THIS SALE WITNESSES:

DEFINITIONS AND INTERPRETATIONS

In this agreement, unless the context otherwise requires, the following expressions shall have the
following meanings:-

“Apartment” means Apartment A1, one of the 4 Apartments to be set aside on the 20 th Floor of
the Building that is to be constructed and erected on the land of L.R. No………..situated In
Upper Hill near Don Bosco Church in accordance with or substantially in accordance with the
Building Plans.

“Completion Date” means twenty one (21) days from the date of issuance of the Certificate of
Occupation from the local authority.

“Complex” means the development being erected consisting of 20 floors and 4 levels of
basement parking

“LSK Conditions” means the Law Society of Kenya Conditions of sale (2015 Edition) as in
force as at the date hereof;
“Management Company” means the company established and incorporated under the
Companies Act 2015, to deal with the management aspects of the four apartments.
“Outgoings” means rates, (if any) payable in respect of the property;

“Vendor’s Advocates” means Smart and Sharp Associates, Libre Towers, 3rd Floor, P.O Box
457-00100, 1st Parklands Avenue, Nairobi

12
1. PURCHASE PRICE
In consideration of the purchase price, the Vendor agrees to sell to the Purchasers the
apartment at a cost of Kenya Shilling Forty Five Million (Kshs. 45, 000, 000/=)
1.1 That the purchase price shall be paid as follows:
1.1.1 A deposit of 25% which translates to Kenya Shilling Eleven Million
Two Hundred and Fifty Thousand Only (Kshs. 11, 250, 000/=) upon
the execution of this agreement.
1.1.2 The balance which translates to Kenya Shilling Thirty Three Million
Seven Hundred and Fifty Thousand Only (Kshs. 33, 750, 000/=) shall
be payable upon completion.
1.1.3 The Purchaser’s shall pay to the Vendor’s Advocates by way of RTGS
to:
Account name; Smart and Sharp Associates
Account number; 9800123456
Bank; Reuters Bank
Branch; Standard Street

2. SALE OF THE APARTMENT

2.1 The interest sold in the house is that of leasehold.
2.2 From the above clause Law Society of Kenya (LSK) conditions of 2015 shall
apply in so far as they are not inconsistent hereof.
2.3 The apartment is being sold with vacant possession upon completion
2.4 The apartment shall be sold subject to:
2.4.1 Any reservations, stipulations, conditions, restrictions and rights as
provided for in the lease
2.4.2 Any easements and right of way (if any) but otherwise free from
encumbrances.
2.5 The Purchasers agree to the following;
2.5.1 That they have inspected the plans and are in approval of the concept
put forward by the Vendor thus in full knowledge purchase the
Apartment as it appears on the attachment.

13
 2.5.2 Each of the parties, for the purposes of the Laws of Contract (Chapter
23, Laws of Kenya) agree that they have executed this contract with
the intention to bind themselves to the contents hereof.

3. COMPLETION
3.1 Completion shall be within twenty one (21) days of the date of issuance of
Certificate of Occupation by the local authority as listed in Clause 4.3.
3.2 Completion shall take place at the offices of the Vendor’s Advocates.
3.3 Upon completion and upon receipt of the payment of the deposit price, the Vendor
shall issue the following documents to the Purchasers’ advocates:-
a) Duly executed transfer in triplicate, in favor of the purchaser.
b) Certified copy of the Certificate of Occupation from the County Council of
Nairobi;
c) Stamp duty valuation form duly executed by the Vendor’s Advocates; and
d) A copy of payment reference form as proof of declaration of capital gain tax
in respect of the registered Apartment.
e) Certificate of practical completion from the architect.
f) Certified copy of certificate of incorporation and KRA Pin of Emerald
Company
g) 2 passport Photos of the directors of Emerald Company.
h) ID and KRA Pin certificates of the Directors of Emerald Company.
i) Certificate of lease.
j) National Land Commission Consent.
k) Share Certificate (in the name of the purchaser) and share Allotment form.
l) Development permit from the director of physical planning.
3.4 The Vendor will ensure that any outstanding balance in relation to the Outgoings
(if any) up to the Completion Date has been paid in full.

4. LIABILITY CLAUSE

The Vendor shall rectify any defects that may arise within a period of six (6) months after the
Purchaser takes possession at no cost to the Purchaser. The defects should be notified in writing

14
to the Vendor. Where the defects are due to the Purchasers acts of commission or omission the
Vendor shall not be liable.
4.1 If the Vendor fails to act on the notice to rectify the defects (as long as the notice is made
within six (6) months) the Purchasers may rectify such defects by themselves and
thereafter seek for reimbursement from the Vendor.
4.2 The Vendor shall not be liable for losses, damages or costs incurred by the Purchaser by
reason of defects or other faults which shall occur after six (6) months after taking
possession.

5. MANAGEMENT COMPANY
5.1 The Vendor shall set up a management company in accordance with the
Companies Act 2015 of Kenya.
5.2 The development shall be managed as per the Articles and Memorandum of
Association of the Company.
5.3 The Purchasers shares’ shall be proportional to the number of units purchased in
the Management Company upon registration of the lease in favor of the
Purchasers.
5.4 Where the Purchaser is more than one such as in this case, then the purchasers
shall nominate one of them to be a director of the Management Company.
5.5 If the Purchaser(s) wishes to sell the Apartment such sale shall be subject to the
purchaser also transferring their shares in the Management Company to the new
Purchaser.
5.6 The Vendor shall transfer its reversionary interests after sale of the last Apartment.

6. COSTS TO BE BEARED

6.1 Stamp duty and registration fee payable on the transfer of the property to the
purchasers shall be on the account of the Purchasers.

6.2 Each party herein shall bear their own advocates costs.

15
7. GENERAL PROVISIONS
7.1 That if this Agreement does not take effect due to the Vendors fault, the Vendor
shall refund all monies received from the Purchasers and the agreement shall stand
revoked in such an eventuality.
7.2 That if this Agreement fails to take effect due to the Purchasers fault, the
Purchasers shall forfeit their deposit amount to the Vendor and the agreement shall
stand revoked in case of such an eventuality.
7.3 Invocation of clauses 6.1 and 6.2 shall require the compliant party to give a twenty
one (21) day notice to the defaulting party to remedy the same before the
expiration of the notice.
7.4 This agreement is an entire understanding of the parties therefore recognizing that
no other agreement has been made in regard to the subject matter that is, the
Apartment.
7.5 Amendments or modifications to this agreement shall not be binding unless the
same;
7.5.1 Is made in writing,
7.5.2 Refers to this Agreement and
7.5.3 Is duly executed by the parties or their representatives.
7.6 That if any part of this agreement is found to be invalid or unenforceable the
parties to this agreement or through their representatives shall negotiate in good
faith to amend such parts so as to render them valid and enforceable.
7.7 Each of the provisions of this agreement is severable and distinct from the others
and if any one or more of this provisions is or becomes invalid, illegal or
unenforceable the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired.

8. DISPUTE RESOLUTION
8.1 That if any dispute arises in regard to this Agreement and the subject matter herein,
such dispute or question shall be referred to an arbitrator as per the Arbitration Act
of 1995 of Kenya.

16
 8.2 Such an arbitrator may be appointed by agreement of the parties failure to which
through an application of one of the parties to the chairman of Chartered Institute
Arbitrators (Kenya) he/she will appoint an arbitrator.
8.3 The decision of such arbitrators referred in clause 9.1 and 9.2 shall be final and
binding upon the parties.
8.4 In challenging such decisions referred to above, the parties shall file such prayers
at the High Court of Kenya.

9. EXECUTION

IN WITNESS WHEREOF this Agreement has been duly executed by or on behalf of the
parties hereto the day and year first herein before written.

SEALED with the COMMON SEAL of )

EMERALD CONSTRUCTION LIMITED )

In the Presence of: - ) ________________________

)
)
DIRECTOR ) _________________________
)
)
DIRECTOR/ SECRETARY )
) _________________________
)

17
 CERTIFICATE
I CERTIFY that I was present and saw.……………………….the Director and
………………………….the secretary of the Vendor execute this Agreement for Sale and
confirm that they understood its contents.

………………………………………………
ADVOCATE

SIGNED by GIANPEROS MASCOLINI )

as Purchaser )
) ________________________
GIANPERO MASCOLINI
In the presence of: )
)
)
Advocate )
SIFNED by ISABELLA RICOTTA )
)
) ________________________
ISABELLA RICOTTA
In the presence of: )
)
)
Advocate )

18
 CERTIFICATE
I certify that I was present and saw GIANPERO MASCOLINI and ISABELLA RICOTTA
execute this agreement for sale and confirm that they understood its contents.
…………………………………..
ADVOCATE

Drawn by:
Andrew Jackson
Smart and Sharp Associates Advocates
Libre Towers, 3rd Floor
P.O Box 457-00100
1st Parklands Avenue, Nairobi

19
4 REFERENCE
The Constitution of Kenya (2010)
Land Act No 6 of (2012) Laws of Kenya
Land Registration Act No 3 of 2012 Laws of Kenya
Land Registration General Regulations (2017)
Physical Planning Act No 6 of 1996 Laws of Kenya
Law Society of Kenya (LSK) conditions of Sale (2015)

20