A decade-long battle over a Sh205 million land sale deal in Murang’a has escalated to the Supreme Court, setting the stage for a showdown between billionaire John Kibunga Kimani and a manufacturing firm over a deal that collapsed in 2013.
Dr Kimani’s Rural Development Services signed an agreement to sell 51.28 hectares in Makuyu to African Cotton Industries in July 2013. A 10 percent deposit of Sh20.5 million was paid, but the transaction did not progress.
African Cotton Industries is seeking to revive its bid to acquire a 126.7-acre property from Dr Kimani after losing the fight in the Court of Appeal.
Rural Development Services wants the Supreme Court to throw out the case, arguing that it is an ordinary contract dispute disguised as a constitutional appeal.
In papers filed before the Supreme Court, Rural Development Services has raised a preliminary objection challenging the court’s jurisdiction. The company argues that the dispute is a commercial land transaction that does not involve constitutional interpretation and therefore falls outside the Supreme Court’s mandate.
It says African Cotton is effectively seeking a fourth round of litigation after the matter was fully determined by the Environment and Land Court and later by the Court of Appeal.
‘The petition is, in substance, an appeal against the factual findings of the Court of Appeal, which this court is not entitled to entertain,’ Rural Development Services says in its submissions.
It adds that the case before the Supreme Court does not involve the interpretation or application of any provision of the Constitution.
The company further argues that African Cotton failed to obtain the certification required for appeals involving matters of general public importance and is attempting to transform a contract dispute into a constitutional case.
Deal collapse
The fight stems from a sale agreement signed on July 2, 2013, for Kakuzi/Kirimiri Block 7/281, a 51.28-hectare (126.7-acre) parcel in Makuyu, Murang’a County. The agreed purchase price was Sh205.3 million.
African Cotton paid a 10 percent deposit of Sh20.5 million. The transaction, however, was never completed.
According to court records, Rural Development Services later sought to refund the deposit after deciding not to proceed with the sale. African Cotton returned the money and issued a notice requiring completion of the transaction.
The buyer’s director, Mohamed Abdulkadir Mohamed Esmail, maintains that the seller failed to obtain Land Control Board consent despite undertaking to secure the approval as part of the agreement.
After the deal collapsed, African Cotton moved to the Environment and Land Court in Murang’a seeking an order compelling completion of the sale. In the alternative, it sought damages for losses arising from the failed transaction.
In February 2021, the lands court ruled in favour of African Cotton and ordered specific performance, requiring Rural Development Services to transfer the land.
Appeal victory
That victory was short-lived. On March 25, 2026, the Court of Appeal in Nyeri overturned the decision and freed Rural Development Services from completing the transaction.
The appellate judges found that the prompt refund of the deposit weakened African Cotton’s claims of loss and faulted the company for failing to mitigate losses arising from the abandoned deal.
‘The respondent had the opportunity to give notice of termination of the contract and to seek a refund of the deposit,’ the court said.
‘Further, it is unacceptable that a party stays put without mitigating its loss, if any, for the reason that it cannot find suitable land comparable to the appellant’s land.’
The appellate court also heard evidence that family members opposed the disposal of the entire property and placed a caution before the Land Control Board.
Lawyers for Rural Development Services argued that the land hosts a rural and matrimonial home and that selling the entire parcel had consequences that were not fully appreciated at the time.
Supreme test
African Cotton is now asking the Supreme Court to overturn the appellate judgment. It contends that the Court of Appeal failed to properly address constitutional issues raised in the dispute and occasioned a miscarriage of justice.
The company has also sought conservatory orders to preserve the land pending determination of the appeal.
It warns that the property could be sold, charged or otherwise transferred, rendering the appeal meaningless if it eventually succeeds.
Rural Development Services rejects that position and insists the matter raises no constitutional question deserving the Supreme Court’s intervention.
The case is pending determination.