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Example Land Sale Agreement

This is a sample land sale agreement that can be used as a guide for drafting a land sale agreement in Kenya. It is important to note that this is just a sample and may not be suitable for all situations. You should always consult with a lawyer to ensure that the agreement is tailored to your specific needs.

Introduction
Parties
Property
Purchase Price
Payment Terms
Completion
Title Deeds
Possession
Default
Representations and Warranties
Disclaimer
Entire Agreement
Governing Law
Notices
Severability
Waiver
Dispute Resolution
Binding Effect
Signatures

1. Introduction

This Agreement for Sale of Land ("Agreement") is made and entered into on this [Date] by and between:

[Seller Name] ("Seller"), a [Type of Entity] with its registered office at [Seller Address], and
[Buyer Name] ("Buyer"), a [Type of Entity] with its registered office at [Buyer Address].

2. Parties

Seller: [Seller Name]
Buyer: [Buyer Name]

3. Property

The Seller agrees to sell and the Buyer agrees to purchase the following property (the "Property"):

Land: [Land Description]
Title Deed Number: [Title Deed Number]
Location: [Location]

4. Purchase Price

The purchase price for the Property (the "Purchase Price") is [Amount] ([Currency]).

5. Payment Terms

The Purchase Price shall be paid as follows:

[Amount] ([Currency]) shall be paid by the Buyer to the Seller upon the signing of this Agreement.
[Amount] ([Currency]) shall be paid by the Buyer to the Seller upon the completion of the transfer of the Property.

6. Completion

The completion of the sale of the Property (the "Completion") shall take place on [Date] or such other date as may be agreed upon in writing by the Seller and the Buyer.

7. Title Deeds

The Seller shall provide the Buyer with the following documents at Completion:

Title Deed: The original Title Deed to the Property.
Land Rates Clearance Certificate: A clearance certificate from the relevant local authority confirming that all land rates due and payable in respect of the Property have been paid.
Search Certificate: A search certificate from the Land Registry confirming that there are no encumbrances on the Property.
Any other documents: Any other documents that may be required by the Buyer to complete the transfer of the Property.

8. Possession

The Buyer shall be entitled to possession of the Property upon Completion.

9. Default

If either party defaults in the performance of its obligations under this Agreement, the non-defaulting party shall be entitled to:

Terminate this Agreement: Terminate this Agreement by giving written notice to the defaulting party.
Seek legal remedies: Seek any other legal remedies available to it under Kenyan law.

10. Representations and Warranties

The Seller represents and warrants to the Buyer that:

Good Title: The Seller has good and marketable title to the Property.
No Encumbrances: The Property is free and clear of any encumbrances, except as disclosed in writing to the Buyer.
Compliance with Laws: The Property is in compliance with all applicable laws and regulations.

11. Disclaimer

The Seller makes no other representations or warranties, express or implied, with respect to the Property, including but not limited to any warranties of merchantability or fitness for a particular purpose.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Seller and the Buyer with respect to the sale of the Property and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya.

14. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or sent by email to the addresses set forth below:

Seller: [Seller Address]
Buyer: [Buyer Address]

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

16. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled amicably between the parties. If the parties are unable to reach an amicable settlement, the dispute shall be referred to arbitration in accordance with the Arbitration Act, 1995.

18. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

19. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Seller:

[Seller Signature]

[Seller Name]

Buyer:

[Buyer Signature]

[Buyer Name]

Case Laws

Muthaura v. Njuguna & Another [2018] eKLR: This case involved a dispute over the sale of land where the seller had failed to provide the buyer with a clear title deed. The court held that the seller was in breach of the agreement and ordered the seller to provide the buyer with a clear title deed. (Source: Kenya Law ↗)
Omar v Obondo (Environment and Land Appeal E012 of 2023) [2023] KEELC 20631 (KLR): This case involved a dispute over the sale of land where the buyer had failed to pay the purchase price. The court held that the buyer was in breach of the agreement and ordered the buyer to pay the purchase price. (Source: Kenya Law ↗)
Mugisha and Anor v Mpiima (Civil Suit No. 462 of 2018) [2020] UGHCLD 33 (ULII): This case involved a dispute over the sale of land where the seller had failed to provide the buyer with a clear title deed. The court held that the seller was in breach of the agreement and ordered the seller to provide the buyer with a clear title deed. (Source: ULII ↗)

TLDR

Conclusion

This sample land sale agreement provides a framework for a legally binding agreement between a seller and a buyer in Kenya. It outlines the essential terms and conditions, including the property description, purchase price, payment terms, completion date, title deeds, possession, default provisions, representations and warranties, and dispute resolution mechanisms. It is crucial to consult with a lawyer to ensure that the agreement is tailored to the specific circumstances of the transaction and complies with all applicable Kenyan laws and regulations.