https://new.kenyalaw.org/akn/ke/judgment/keelc/2026/4279

Parsanka v Baron Capital Ltd & another (Environment and Land Case E041 of 2021) [2026] KEELC 4279 (KLR) (7 July 2026) (Judgment) Neutral citation: [2026] KEELC 4279 (KLR) Republic of Kenya In the Environment and Land Court at Kajiado Environment and Land Case E041 of 2021 MD Mwangi, J July 7, 2026 Between Dennis Mataiyan Parsanka Plaintiff and Baron Capital Limited 1st Defendant Lands Registrar Ngong 2nd Defendant Judgment Introduction 1.By way of a Plaint dated 19 May 2021, later replaced by an Amended Plaint dated 7 March 2024, Dennis Mataiyan Parsanka, the Plaintiff herein, commenced these proceedings against the Defendants and seeking the grant of the following orders:1.An order for the 2nd Defendant to reverse the transfer of Title Deed from the 1st Defendant’s name back to the Plaintiff’s name.2.A permanent injunction against the 1st Defendant; his representatives; servants; agents and assigns from evicting the Plaintiff from his parcel of Land and interfering with and/or transacting in any way with L.R NO. Ngong/Ngong/65183.Damages.4.Costs in favour of the Plaintiff. 2.The Plaintiff contends that at all material times he was the lawful registered proprietor of Land Reference No. Ngong/Ngong/6518. He alleges that the 1st Defendant unlawfully and illegally induced him, through undue influence and fraudulent misrepresentation, to believe that he could only secure a loan facility from the 1st Defendant upon executing a loan agreement dated 8 September 2020 together with consent and transfer forms relating to the suit property in favour of the 1st Defendant, thereby effecting a transfer of ownership. The said agreement was prepared by Lemaiyan & Begi Advocates. 3.The particulars of undue influence and fraudulent misrepresentation include allegations that the 1st Defendant represented that the title deed to the suit property would merely serve as security to facilitate the loan of Kshs. 900,000/=, whereas the agreement in fact required him to surrender all proprietary interests in the event of default. He further avers that he was misled into signing the application for consent and transfer documents, thereby giving the agreement the effect of a land sale transaction, and that the 1st Defendant conspired and colluded with the 2nd Defendant and its agents to unlawfully transfer the property without obtaining the requisite consent of the Land Control Board and spousal consent. 4.The Plaintiff further alleges that he was deprived of the suit property for a consideration amounting to only one-fiftieth of its actual market value. He avers that the 1st Defendant was aware that the property, inclusive of developments thereon, had an estimated value of Kshs. 50,000,000/=, whereas the loan facility advanced to him was Kshs. 900,000/=, with interest of Kshs. 50,000/=only. According to the Plaintiff, the 1st Defendant's attempt to acquire the property at a price substantially below its market value was fraudulent and contravened the in duplum rule embodied in Section 44A of the Banking Act (Cap. 488), on the basis that the 1st Defendant falls within the statutory definition of a financial institution under that Act. 5.The Plaintiff further avers that he executed the aforementioned documents blindly, without appreciating their legal implications or obtaining independent legal advice, which ultimately resulted in the transfer of the suit property to the 1st Defendant. He contends that approximately three months after he had deposited the original title deed with the 1st Defendant, the latter applied for a replacement title on the pretext that the original had been lost, allegedly with the intention of circumventing the requirement for obtaining consent from the Land Control Board through conspiracy and collusion. 6.The Plaintiff maintains that the unlawful and illegal deprivation of his property exposes him to the risk of its alienation to third parties, thereby occasioning him irreparable loss and damage. In support of this assertion, he states that the 1st Defendant, through a letter dated 6 April 2021 issued by Lemaiyan & Begi Advocates, served him with a fourteen-days’ notice requiring him to vacate the suit property. He further alleges that the 1st Defendant caused damage to the property by cutting down trees thereon, the value of which he estimates at Kshs. 1,250,000/=. 1st Defendant case 7.Through an Amended Defence and Counterclaim dated 21 June 2023, the 1st Defendant firmly denies the allegations made against it. It maintains that although the Plaintiff was the registered proprietor of the suit property, the property was lawfully and validly transferred to the 1st Defendant. On that basis, it contends that the present suit is defective as it offends the principles of natural justice and contract law by seeking to re-open and rewrite a binding agreement between the parties, with the Plaintiff improperly positioning himself as a judge in his own cause. The 1st Defendant further argues that the Plaintiff erroneously characterizes the transaction as a sale agreement for land, whereas it arises from a separate lawful contractual arrangement. It asserts that at the time of execution of the agreement, both parties had the requisite legal capacity, were of sound mind, and were not under any disability. 8.The 1st Defendant avers that the Plaintiff voluntarily approached it seeking a loan facility, filled and completed the requisite application forms, and duly executed the loan agreement after fully understanding its terms. It further contends that the Plaintiff willingly charged the suit property as security for the loan and expressly consented to its transfer to the 1st Defendant in the event of default, without any undue influence or coercion. Consequently, it submits that the fourteen-days’ notice to vacate issued to the Plaintiff was lawful, having been issued pursuant to the terms of the loan agreement. The 1st Defendant therefore urges the Court to dismiss the Plaintiff’s suit with costs on the basis that the transfer was effected strictly in accordance with the contractual terms. 9.In their Counterclaim, the 1st Defendant states that on 4 April 2020 it advanced to the Plaintiff a one-off loan facility of Kshs. 900,000/=. It avers that the loan attracted interest at a rate of 30% after 30 days from disbursement, with interest accruing on a monthly basis, and that the Plaintiff was required to service the monthly accruing interest until full repayment of both the principal and interest. 10.The 1st Defendant further claims that despite issuing demands and repeated reminders, the Plaintiff failed, neglected, and refused to repay the outstanding amount, which stood at Kshs. 59,887,494/= as at 4 December 2021. It contends that the Plaintiff instead instituted the present proceedings, thereby frustrating its efforts to exercise its contractual right to sell the charged property and recover the sums advanced. It emphasizes that the Plaintiff had voluntarily charged the suit property as a security, executed all completion documents, and effected transfer of the property to it. On that basis, the 1st Defendant prays for judgment against the plaintiff in the following terms:a.The sum of Ksh.59,887,494/= being the loan facility and interest accrued thereto plus interest accruing on the principal loan facility at the rate of 30% as at December,2021 until payment in full.b.In the alternative, an order granting the 1st Defendant leave to dispose of land parcel No. Ngong/Ngong/6518 to recover the loan facility advanced herein and the accruing interests.c.An order of eviction against the Plaintiffs does issued.Costs of the suite.Interest on (a) and (d) above at commercial rates. Reply to defence 11.In response to the 1st Defendant’s Defence and Counterclaim, and through his Reply to Defence and Defence to Counterclaim dated 19 February 2024, the Plaintiff reiterates his claim and maintains that the intention behind the 1st Defendant’s retention of the title deed to the suit property was solely as a lien and security pending full repayment of the loan. He therefore contends that the 1st Defendant unlawfully and illegally transferred the suit property to itself, as the transaction failed to comply with mandatory legal requirements, including; obtaining of Land Control Board consent and spousal consent. The Plaintiff restates that he is entitled to the reliefs sought in his pleadings. Analysis of evidence Plaintiff’s evidence 12.PW1, Dennis Mataiyan Parsanka, commenced his testimony by adopting his witness statement and list of documents dated 19 May 2021 as his evidence in chief. He testified that Clause 13 of the loan agreement provided that any dispute arising thereunder was to be resolved through amicable negotiations between the parties. He further stated that when he initiated such negotiations by visiting the 1st Defendant’s offices in November 2020, he had the intention of selling a portion of the suit property to his advocate in order to liquidate the loan, which comprised an advance of Kshs. 850,000/= and Kshs. 50,000/= for insurance. He told the Court that the negotiations were unsuccessful upon him discovering that the suit property had already been transferred to the 1st Defendant on 26 March 2021. 13.During cross-examination, PW1 confirmed that he was the registered proprietor of the suit property and admitted that he voluntarily executed the loan agreement, which required repayment of Kshs. 900,000/= within one month. He further acknowledged that he neither repaid the loan within the stipulated period nor objected to the disbursement on the basis of alleged fraud, despite the agreement setting out the consequences of default. He testified that he instituted the present suit after defaulting on repayment, contending that the transfer of the suit property was not intended to extinguish the loan agreement. He also admitted that he voluntarily charged the property as security but failed to meet his repayment obligations. PW1 further conceded that he did not report any allegations of fraud or misrepresentation to the police as pleaded in his claim. 14.On re-examination, PW1 stated that Clause 3 of the agreement required the lender to issue a three-day notice in the event of default, after which the suit property would be forfeited. He maintained that the property was unlawfully acquired as he had initially been informed that he would sell part of it to repay the loan due on 4 September 2020. He further asserted that the property was transferred without obtaining the requisite Land Control Board consent. 15.PW2, Nelly Kanyi Nganga, the Plaintiff’s wife, adopted her witness statement dated 16 February 2024 as her evidence in chief. She testified that she did not give spousal consent for the suit property to be used as security for the loan advanced by the 1st Defendant. She acknowledged being aware that the Plaintiff had taken a loan but stated that she was not aware that the suit property had been transferred. 16.During cross-examination, she stated that she was legally married to the Plaintiff, though she had no documentary proof of the marriage. She further testified that although she was unaware that the suit property had been used as security, she raised no objection as she relied on information provided by her husband and had not seen the loan agreement. She also stated that she was surprised to learn of the transfer of the suit property and was uncertain whether the Land Control Board consent had been obtained. She confirmed that she had no documentary evidence showing transfer of the title to the 1st Defendant. She further stated that she was unaware that in the event of default, transfer would be effected, despite knowing that the property was held as security and that the Plaintiff had not repaid the loan. 17.On re-examination, she reiterated that she did not sign any application for the Land Control Board consent or any other document authorizing transfer or charge of the suit property, and maintained that she was unaware of any intended transfer. 18.PW3, Eunice Naisiae Kirehu, adopted her witness statement dated 16 February 2024 as her evidence in chief. She testified that although the loan agreement described her as the Plaintiff’s wife, she was not married to him. She stated that she only participated in the transaction as a guarantor, as she was to benefit from the loan proceeds. She further stated that while the agreement indicated that Kshs. 900,000/= was advanced, the loan application form reflected an amount of Kshs. 1,170,000/=. 19.During cross-examination, and upon being shown the loan application form completed under the Plaintiff’s instructions, she confirmed that her personal details, including her national identity number, were captured therein. She denied holding herself out as the Plaintiff’s spouse and stated that she did not file any criminal complaint regarding the alleged misrepresentation. She further admitted that she was aware that the Plaintiff had received the loan proceeds, but stated that as a guarantor she bore no repayment obligations, nor was she aware whether the loan had been repaid. On re-examination, PW3 stated that she only became aware that she had been described as the Plaintiff’s wife upon institution of the present proceedings, but did not report the matter to the police. In response to questions from the Court, she confirmed that she had not been informed of any default in repayment despite her role as guarantor. She further stated that she did not sign any document, and that the 1st Defendant only collected her personal details such as identification information and address. Defendants’ evidence 20.DW1, Samuel Kinyanjui Ngotho, a director of the 1st Defendant, commenced his testimony in chief by adopting his witness statement dated 29 August 2025, together with the 1st Defendant’s list and bundle of documents dated 21 June 2023. He testified that the loan facility of Kshs. 900,000/= advanced to the Plaintiff attracted interest at the rate of 30% for 30 days, bringing the total sum payable to Kshs. 1,170,000/= inclusive of interest. The Plaintiff however failed to repay the loan. 21.He further testified that under the terms of the loan agreement, in the event of default, the suit property was to be transferred to the 1st Defendant to facilitate recovery of the outstanding amounts through sale, and that the borrower would forfeit all completion documents, including executed transfer and Land Control Board consent forms signed at the time of loan application. He stated that the sum of Kshs. 59,887,494/= claimed in the counterclaim represented accumulated interest at 30% per month, which had been rolled over continuously since the Plaintiff’s default. 22.DW1 further stated that the terms and conditions of the agreement were duly explained to the Plaintiff, who executed the same forms before an advocate. He added that upon default, a demand notice was issued, after which the suit property was transferred to the 1st Defendant following approval by the Land Control Board. He further testified that although the agreement contemplated amicable settlement, no such resolution was achieved. He also stated that the property was subsequently sold to one John Muiruri Gichuhi at Kshs. 12.5 million, but the transaction was reversed as the transfer could not be completed. 23.During cross-examination, DW1 maintained that the outstanding sum of Kshs. 59,887,494/= as at December 2021 was arrived at through compounding interest basis premised on monthly roll-over of the 30% interest. He further contended that the in duplum rule was inapplicable to the 1st Defendant, which he described as a ‘non-deposit-taking institution’ engaged in lending activities, but asserted that the agreement was governed by Kenyan law. He further stated that, as a matter of practice, clients executed transfer documents in favour of the 1st Defendant at the outset, to take effect upon default. 24.DW1 acknowledged that although the suit property was used as security for the loan, no charge was registered over it, yet it was transferred to the 1st Defendant on 26 March 2021. He conceded that he did not produce documentary evidence of the Land Control Board consent or statutory notices issued to the Plaintiff, although he maintained that the Plaintiff signed the relevant consent application forms. He further stated that no spousal affidavit was presented because, according to him, the Plaintiff was not married. 25.On re-examination, DW1 reiterated that the 1st Defendant did not register a charge over the suit property. He maintained that the Plaintiff executed the relevant documents pursuant to the agreement and attended the Land Control Board alongside a woman he identified as his wife for purposes of obtaining consent for transfer of the property to the 1st Defendant. He further stated that he was not involved in the day-to-day operations of the 1st Defendant but maintained that the loan agreement was fully complied with. Analysis of Submissions 26.Upon the close of the Plaintiff’s and the 1st Defendant’s cases, counsel for the respective parties were directed to file written submissions in support of their clients’ respective positions in this suit. Plaintiff’s submissions 27.Counsel for the Plaintiff identified five issues for determination in the submissions dated 17 April 2026, namely: (i) whether a loan agreement existed between the Plaintiff and the 1st Defendant; (ii) the applicable terms of the agreement and whether they are legally enforceable in light of the requirements governing land transactions; (iii) whether the 1st Defendant falls within the category of a lending institution subject to statutory lending restrictions similar to banks or microfinance institutions; (iv) whether the Plaintiff has a valid claim against the Defendants; (v) whether the 1st Defendant has any enforceable claim against the Plaintiff; and (vi) whether the actions of the 1st and 2nd Defendants were lawful and enforceable in law. 28.It was submitted that the dispute arising from the loan agreement was occasioned by alleged illegality, fraud, and collusion on the part of the Defendants. Counsel contended that the Plaintiff’s deposit of the original title deed with the 1st Defendant was intended solely to create a lien securing the loan facility, and that any purported transfer of the property beyond that purpose was unlawful, as the Plaintiff never relinquished his proprietary rights. 29.Reliance was placed on Section 3 of the Law of Contract Act (Cap. 23), Section 38 of the Land Act (Cap. 280), Sections 6, 7 and 8 of the Land Control Act, Section 12(5) of the Matrimonial Property Act (Cap. 152), and Section 28 of the Land Registration Act (Cap. 300), for the proposition that transactions involving interests in land must be in writing and, where applicable, are subject to Land Control Board and spousal consent. Counsel argued that the suit property was never intended to be sold or transferred to the 1st Defendant, and that there was no written agreement evidencing such intention. It was further submitted that DW1’s testimony demonstrated non-compliance with the aforesaid statutory provisions, rendering the alleged transfer void ab initio. Counsel further pointed out that DW1 admitted that no Land Control Board consent was obtained or produced. 30.Counsel further relied on Sections 26 and 80 of the Land Registration Act (Cap. 300) and cited authorities including Omurwa v Moronya & 4 others (ELC 345 of 2016) [2025] KEELC 8359 (KLR), Munyu Maina v Hiram Gathiha Maina (2013) eKLR, and Mwamule Company Limited v Chief Land Registrar & 2 others (ELC 105 of 2019) [2025], to submit that where title is tainted by fraud, misrepresentation, or illegality, the same is liable to cancellation and rectification of the register. 31.On damages, counsel submitted that although the Plaintiff did not expressly plead damages in the prayers, he had alleged destruction of trees on the suit property valued at Kshs. 1,250,000/=. It was urged that the Court is empowered to award appropriate relief in the interests of justice. Reliance was placed on Southern Engineering Company Ltd v Musingi Mutia [1985] KLR 730 and the dictum of Lord Denning in Kim Pho Choo v Camden & Islington Area Health Authority [1979] 1 All ER 332, as cited in Nancy Oseko v Board of Governors Masai Girls High School [2011] eKLR. 32.Further reliance was placed on Sections 4A(1)(da) and 33R of the Central Bank of Kenya Act (Cap. 491), to argue that non-deposit-taking credit providers are subject to regulatory oversight by the Central Bank of Kenya, including proposed regulatory limits grounded on the in duplum principle. Counsel submitted that although the relevant regulations are yet to take effect, the principle has been affirmed in judicial decisions such as Mbobu & another v Hypac Investments Limited & another (Commercial Case E144 of 2023) [2025] KEHC 16564 (KLR). It was further argued that, based on DW1’s testimony, the 1st Defendant is subject to such regulatory oversight. 33.Counsel also invoked Sections 33S, 7(b), and Sections 3(4)(d), 12, 13, 14, and 15(1) and (2) of the Consumer Protection Act (Cap. 501), contending that the interest claimed by the 1st Defendant is excessive, unconscionable, and contrary to statutory consumer protection principles, and therefore unenforceable. 34.In conclusion, the Plaintiff submitted that the reliefs sought are merited, as the transfer and registration of the suit property in favour of the 1st Defendant were not effected in accordance with the law but were instead procured through fraud, misrepresentation, and collusion. It was further submitted that the evidence of PW1 and PW2 regarding absence of spousal consent remained uncontroverted. 1st Defendant submissions 35.The six issues for determination raised in the 1st Defendant submissions dated 15 May,2026 includes Whether the Plaintiff has met the threshold for issuance of a permanent injunction; the loan application agreement constituted a contract between the parties; the contract and the interest charged by the 1st Defendant were in good faith; the 1st Defendant was justified in transferring the suit property to itself upon default; the plaintiff has proven the fraud allegations to the required legal standards; and Plaintiff is entitled to the reliefs sought. 36.Counsel for the 1st Defendant affirms that the conditions applicable before an injunction is issued based on judicial precedents in Mrao Ltd v First American Bank of Kenya Ltd & 2 Others; Kenya Commercial Finance Co. Ltd v Afraha Education Society; and Pius Kipchirchir Kogo v Frank Kimeli Tenai includes existence of a prima facie case with a probability of success; Whether the applicant stands to suffer irreparable injury incapable of compensation by damages; and where doubt exists, the balance of convenience. 37.It is submitted that the Plaintiff never established a prima facie case because he voluntary approached the 1st Defendant for a loan facility, executed loan agreement and offered the suit property as the security. Given his admittance that he never repaid the loan despite acknowledging its receipt, he now wants this court to restrain the 1st Defendant from exercising its contractual rights from the default. The 1st Defendant opines that any alleged loss by the Plaintiff is quantifiable and compensable through damages because the dispute is purely contractual and commercial in nature. Hence, the balance of convince tilts in favor of the 1st Defendant owing to the undisputed fact that the Plaintiff never repaid the loan yet he continues to enjoy the benefits of the loan facility as well as occupation of the suit property without making any efforts to regularize the indebtedness. It is further argued that restraining the 1st Defendant from realizing its security will make it suffer substantial prejudice yet it is being frustrated from realizing its security because the Plaintiff approached this court with unclean. 38.The 1st Defendant maintains that the loan agreement is a binding contract between it and the Plaintiff because they had planned to create legal relationships by voluntary binding themselves to its terms. Additionally, failure by the Plaintiff to plead nor prove coercion, undue influence, misrepresentation or incapacity did not vitiate it. Regarding the interest rate charged on the advanced loan, it is argued that it was contractual and agreed upon by the parties and therefor failure by the Plaintiff to repay the loan within the stipulated timelines led to its accrual. The 1st Defendant is of the view the that court cannot interfere with freely negotiated commercial terms nor allow a party to benefit from its own breach unless it is proved that the terms or agreed interest rates ought to be impeached due to illegality, fraud and unconscionability. 39.On the issue of purported illegal transfer of the suit property to the 1st Defendant, it is submitted that the transfer was lawful, valid and contractually justified because the Plaintiff voluntarily executed transfer instruments, Land Control Board Consent forms and ancillary completion documents when he approached it from a loan, offered the suit property as security and executed the requisite loan and security documents. Accordingly, the 1st Defendant was entitled to realize its security based on the party’s agreement. Additionally, the Plaintiff never demonstrated any vitiating factors like coercion, forgery, incapacity or misrepresentation to the required evidentiary threshold. According to the 1st Defendant submissions, the Plaintiff’s assertions on fraud ought to collapse for want of proof because he did not meet the required threshold. This is because there was no proof relating to complaint lodged with the police or DCI; tendering of forensic evidence to challenge signatures; demonstration of Lands Registry irregularity; neither did any witness testify on fraudulent procurement of documents. 40.In closing, counsel for the 1st Defendant insists that the Plaintiff suit must be dismissed with costs for its unmerited and abuse of court processes because the threshold for grant of injunctive reliefs have not been met neither did the Plaintiff proof or demonstrate any vitiating factor to invalidate the agreement. Counsel argues that this court cannot rewrite contracts which were agreed upon by the parties because the Plaintiff is escaping the consequences of a freely commercial transaction whose benefits he continues to enjoy. Issue for Determination 41.This court has identified the issues that arise for determination as follows:a.Whether the suit property was intended merely as security for the loan or was lawfully transferable to the 1st Defendant upon default.b.Whether the transfer and registration of the suit property in favour of the 1st Defendant complied with applicable legal requirements, including Land Control Board consent, spousal consent, and other statutory formalities, or whether it was vitiated by fraud, misrepresentation, undue influence, or illegality.c.Whether the 1st Defendant is a regulated lending institution subject to statutory lending controls, including the in duplum principle and relevant consumer protection and banking regulations, and the legality of the interest claimed.d.Whether either party is entitled to the reliefs sought in the Plaint or Counterclaim. Analysis and Determination a. Whether the suit property was intended merely as security for the loan or was lawfully transferable to the 1st Defendant upon default. 42.It is clear to this Court that the Plaintiff’s primary intention was to use L.R NO. Ngong/Ngong/6518 strictly as collateral to guarantee the repayment of the Kshs. 900,000/= advance by the 1st Defendant. By depositing his original title deed with the 1st Defendant in exchange with the loan, the legal relationship created was not one of vendor and purchaser, but rather that of an informal chargor and chargee. Under Kenyan land law, the deposit of a certificate of title to secure a financial advance operates as an informal charge, conferring security rights upon the lender but absolutely stopping short of transferring ownership. Section 84 (1) of the Land Act, No. 6 of 2012 make it clear that:“An informal charge shall be created where a person or a chargor deposits— (a) a certificate of title or lease; (b) a document of lease; (c) any other document of title, with a chargee, with the intention to create an informal charge." 43.The 1st Defendant’s requirement that the Plaintiff executes blank transfer forms contemporaneously with the loan agreement was a calculated attempt to unlawfully convert this informal charge into an outright transfer in contemplation of default. The law vehemently protects the borrower's equity of redemption. Any arrangement that operates as a clog on this equity is an illegal circumvention of the statutory realization process. A charge, whether formal or informal, remains a security instrument and cannot self-execute into a conveyance merely because the borrower has fallen into arrears. Section 79 (2) of the Land Act, No. 6 of 2012states that :“A charge shall take effect as a security only and shall not operate as a transfer of any interest or rights in the land from the chargor to the chargee but the chargee shall have, subject to the provisions of this Part, all the powers and remedies in case of default by the chargor..." 44.Crucially, the law prescribes exceptionally strict parameters for the realization of an informal charge. Unlike a formal, registered charge where a lender may exercise a statutory power of sale after issuing the requisite notices, an informal charge strips the lender of unilateral enforcement powers. A chargee holding an informal charge is completely barred from appropriating, selling, or taking possession of the charged property without first approaching the court for explicit authorization. By secretly and unilaterally transferring the suit property into its own name without a court order, the 1st Defendant engaged in a brazen act of illegality that renders the transfer an absolute nullity. Section 84 (4) of the Land Act, No. 6 of 2012 provides:“A chargee holding an informal charge may only take possession of or sell the land which is the subject of an informal charge, on obtaining an order of the court to that effect." 45.While the disbursement of funds created a valid debt, the concurrent terms engineered by the 1st Defendant, specifically those masquerading as a mechanism for automatic property forfeiture, are fundamentally offensive to the law. The 1st Defendant cannot in the pretext of enforcing a loan agreement bypass mandatory statutory provisions governing land transactions. A contractual term, no matter whether mutually agreed upon, cannot validate an illegality or oust the application of substantive land laws. Therefore, while the loan may actually exist, the terms attempting to grant the 1st Defendant automatic ownership of the suit property upon default are unlawful and unenforceable. b. Whether the transfer and registration of the suit property in favour of the 1st Defendant complied with applicable legal requirements, including Land Control Board consent, spousal consent, and other statutory formalities, or whether it was vitiated by fraud, misrepresentation, undue influence, or illegality. 46.Even if the Court were to momentarily entertain the 1st Defendant’s flawed proposition that a valid sale or transfer was intended, the transaction spectacularly fails to meet the strict statutory thresholds required for the conveyance of land in Kenya. The testimony of PW2 remains uncontroverted: she is the Plaintiff’s spouse, the land constitutes matrimonial property, and she was entirely oblivious to the transfer, let alone giving her spousal consent. The alienation of matrimonial property without the express, informed consent of the spouse is an absolute nullity. 47.Section 93 (1) of the Land Registration Act, No. 3 of 2012 provides that:“Subject to the law on matrimonial property, if a spouse obtains land for the co-ownership and use of both spouses or, all the spouses— (b) any disposition of the land shall be done with the consent of the other spouse or spouses." 48.Furthermore, from the evidence adduced before the court, there is no dispute that the suit property is agricultural land falling within a controlled area. Any dealing in such land requires the mandatory prior approval/consent of the relevant Land Control Board. Section 6 (1) of the Land Control Act, Cap 302 provides that,“Each of the following transactions... is void for all purposes unless the land control board for the land control area or division in which the land is situated has given its consent in respect of that transaction... (a) the sale, transfer, lease, mortgage, exchange, partition or other disposal of or dealing with any agricultural land which is situated within a land control area." 49.The 1st Defendant did not furnish this Court with any valid Land Control Board consent authorizing the transfer of the parcel from the Plaintiff to the 1st Defendant. The absence of this consent is not a mere procedural misstep; it is a fatal contagion that renders the entire transfer transaction void for all purposes. Coupled with the deceitful manner in which the transfer documents were procured under the guise of an informal charge, the registration of the title to the suit property in the 1st Defendant's name is heavily vitiated by illegality and misrepresentation. c. Whether the 1st Defendant is a regulated lending institution subject to statutory lending controls, including the in duplum principle and relevant consumer protection and banking regulations, and the legality of the interest claimed. 50.Let it be unequivocally known to the parties that this Court, sitting as the Environment and Land Court, exercises specialized jurisdiction carefully circumscribed by the Constitution and statute. My mandate is restricted to disputes relating to the environment, the use and occupation of, and title to, land. The Plaintiff's invitations for this Court to delve into the regulatory status of the 1st Defendant, the computation of the astronomical interest claimed, the accounting intricacies of the loan, and the application of the in duplum rule are invitations to act beyond my jurisdictional parameters. These are purely commercial disputes that belong squarely within the province of the Commercial Division of the High Court or the Magistrates' Courts. Article 162 (2) of the Constitution of Kenya, 2010 maintains that:“Parliament shall establish courts with the status of the High Court to hear and determine disputes relating to— (b) the environment and the use and occupation of, and title to, land." 51.This jurisdictional boundary has been settled with finality. In Co-operative Bank of Kenya Limited v Patrick Kangethe Njuguna & 5 others [2017] eKLR, the Court of Appeal held that:“A dispute regarding the taking of accounts and the determination of the exact amount outstanding in a bank-customer relationship... is a commercial dispute. The mere fact that the loan was secured by a charge over land does not convert the dispute into an environment and land dispute. The Environment and Land Court has no jurisdiction to determine purely commercial disputes." 52.Therefore, I respectfully decline to make any determinations on the legality of the interest claimed, the statutory lending controls, or the in duplum principle; I will stick to my lane and deal only with what falls under this court’s jurisdiction. In adopting this approach, I am guided by the pronouncement of the Supreme Court of Kenya in the case of Nicholus –vs- Attorney General & 7 others; National Environmental Complaints Committee & 5 0thers (Interested Parties)(Petition E007 of 2023) {2023} KESC 113 (KLR) (28 December 2023) (Judgement), which the court described as a multifaceted case. The Supreme Court of Kenya guided that in such a case;“A court on its part, must ………determine all contested issues judicially and in a multifaceted claim, address each issue within its jurisdiction including remitting parts of the claim to the relevant statutory body while retaining what is properly before it.” 53.The determination as to the regulatory status of the 1st Defendant, the computation of the interest claimed, the accounting intricacies of the loan, and the application of the in duplum rule or whether the 1st Defendant has the right to recover the principal debt and accrued interest claimed is a matter for another forum, entirely divorced from the proprietary rights to the land currently before me. The 1st Defendant’s counter-claim is therefore struck out for want of jurisdiction but with no orders as to costs. d) Whether either party is entitled to the reliefs sought in the Plaint or Counterclaim. 54.Flowing from the analysis above, the Plaintiff has successfully discharged his evidentiary burden regarding the claim for unlawful transfer of the title to the land. The transfer of L.R NO. Ngong/Ngong/6518 was an illegal construct stemming from the unlawful realization of an informal charge, entirely devoid of the authorization of the court, spousal consent, lacking Land Control Board approval, and grounded on a legally offensive contractual clause. A title acquired through such blatant illegalities cannot enjoy the protection of the law. This Court possesses the statutory mandate to intervene and cure the malady in the register of such illegal entries to ensure the sanctity of the proprietorship register is maintained. 55.Section 80 (1) of the Land Registration Act, No. 3 of 2012 specifies that:"Subject to subsection (2), the court may order the rectification of the register by directing that any registration be cancelled or amended if it is satisfied that any registration was obtained, made or omitted by fraud or mistake." 56.Consequently, the Plaintiff is entitled to the restorative orders sought. The 1st Defendant has no lawful claim to the physical possession or the title of the suit property, and any attempts to evict the Plaintiff are grounded on a nullity. The Plaintiff, remains the rightful registered proprietor, merits the protection of this Court through a permanent injunction to ward off the 1st Defendant’s unlawful proprietary interferences. The 1st Defendant is at liberty to exercise its rights over the said property only if and when it strictly complies with the mandatory statutory procedures for the enforcement of an informal charge, which specifically dictates that the 1st Defendant must first apply for and obtain a definitive order from a court of competent jurisdiction authorizing possession or sale, as stipulated under Section 84(4) of the Land Act, No. 6 of 2012. 57.For the avoidance of any doubts, the nullification of the transfer of the title does not extinguish the Plaintiff’s liability for the principal loan advance of Kshs. 900,000/= and any lawfully accrued interest. This Court makes no definitive orders as to the exact quantum owed, as that is a commercial dispute. The 1st Defendant is at liberty to pursue the recovery of its financial debt strictly through regular civil debt recovery processes in a court of competent commercial jurisdiction. 58.Consequently, judgment is hereby entered in favour of the Plaintiff against the Defendants. The Court issues the following final orders:A.It is hereby declared that the transfer and subsequent registration of the parcel of land known as L.R NO. Ngong/Ngong/6518 in the name of the 1st Defendant (Baron Capital Limited) is illegal, unconstitutional, null, and void ab initio.B.An order of mandatory injunction is hereby issued directing the 2nd Defendant (Land Registrar, Ngong) to immediately cancel and expunge the entry registering the 1st Defendant as the proprietor of L.R NO. Ngong/Ngong/6518. The 2nd Defendant is further directed to rectify the register by restoring and reinstating the name of the Plaintiff (Dennis Mataiyan Parsanka) as the lawful and absolute proprietor thereof.C.A permanent injunction is hereby issued restraining the 1st Defendant, whether by itself, its directors, representatives, servants, agents, and/or assigns, from trespassing upon, evicting the Plaintiff from, selling, charging, transferring, or in any other way whatsoever interfering with the Plaintiff’s quiet possession, occupation, and proprietary rights over L.R NO. Ngong/Ngong/6518 unless otherwise authorized by a court of competent jurisdiction. PROVIDED THAT this injunction is conditional and shall not operate to bar, estop, or prejudice the 1st Defendant from pursuing the lawful realization of its crystallized security.D.The 1st Defendant’s counter-claim is struck out for want of jurisdiction with no orders as to costs.E.The costs of the suit, only, are awarded to the Plaintiff, to be borne entirely by the 1st Defendant; the 2nd Defendant, having been joined purely in its official capacity as a statutory organ to effect the orders of this Court, shall bear its own costs.It is so ordered. DATED, SIGNED AND DELIVERED AT KAJIADO VIRTUALLY THIS 7TH DAY OF JULY 2026.M.D. MWANGIJUDGEIn the virtual presence of:Mr. Mwicigi for the PlaintiffN/A by the DefendantsCourt Assistant: AlexM.D. MWANGIJUDGE