Mwachia t/a Springlight Arts Hub v St. Peter’s Hill View School (Commercial Case E044 of 2026) [2026] SCC 190 (KLR) (6 August 2026) (Judgment)

 **REPUBLIC OF KENYA** **IN THE SMALL CLAIMS COURT AT VOI** **SCC COM NO. E044 OF 2026.** **ALBERT ZOKA MWACHIA T/A SPRINGLIGHT ARTS HUB.................................CLAIMANT** **-VERSUS-** **ST. PETER’S HILL VIEW SCHOOL……………….………………..…………..….RESPONDENT** **JUDGEMENT.** **BRIEF FACTS.** 1. The facts of this case are fairly straight forward. The claimant was engaged by the respondent to provide training services in various co-curricular activities and programmes and which were to be offered at St. Peter’s Hill view school. 2. As a precursor, a proposal was prepared with terms of engagement and at the tail end of the said proposal both parties appended their signatures in acceptance of the terms and condition contained therein. At that point it became a binding document as both parties intended to be bound by it. 3. The claimant avers that it performed it part of the bargain but the respondent has failed to pay the amount of money as agreed in the contract/Proposal. It suffices to note that they has agreed to share the proceeds in the ratio of 80:20 in favour of the claimant and the students were to pay Kshs.3,000/= per club/activity or programme chosen. The amount due to the claimant is Kshs.189,000/= 4. The Respondent on the other hand denies that he is indebted to the Claimant in the sum of Kshs. 189,000 and asserts that the Claimant approached the school with a proposal on 3rd January 2026, to conduct co-curricular club activities for learners who would voluntarily express interest in participating. 5. That there never existed any written or oral contract between the claimant and the Respondent to pay club training fess to the Respondent since their relationship was based on an understanding. This understanding in the respondent’s view was governed by the claimant’s proposal where the respondent would provide a platform for the claimant to recruit learners into various clubs based on their talents and interests. 6. The respondent further asserts that during implementation of the programme, concerns were raised by the Principal regarding the Claimant's failure to adequately consult the school administration, the absence of signed parental consent forms, the failure to provide the trainers' professional credentials, and the lack of evidence of institutional registration and tax compliance to confirm that the company is legally authorized to operate. The Claimant breached this by directly enrolling learners and fraudulently obtaining consents from parents without informing the school administration, neglecting the issues communicated by the school. 7. It is the respondent’s stand that the claimant failed to account for the payments already received and has instead demanded the sum of Kshs. 189,000 without disclosing the actual number of learners who enrolled, the fees collected or the basis upon which the alleged outstanding amount has been computed. On this basis he prays that the claim be dismissed with costs. 8. This matter proceeded by way of viva voce evidence. I have considered the testimonies of all the witnesses as well as submissions filed by the respective parties. **ISSUES FOR DETERMIANTION.** 1. I have considered the submissions filed and I take the view that the issues as framed by the respondent in his submissions dated 4th August 2026 are for determination in this matter. I say so because the claimant has invariably raised the said issued in his submissions of even date. 2. For avoidance of any doubt the issues are as follows; 3. **Whether a contract existed between the Claimant and Respondent** 4. **Whether the Respondent is liable to pay the sum claimed.** **Whether a contract existed between the Claimant and Respondent** 1. The respondent argues that there was no contract, written or oral under which it assumed financial liability to pay the claimant the amount claimed although it is admitted that they had some relationship established through a proposal that was produced in evidence as an exhibit. 2. He argues that there was no contract because there was no offer, acceptance and consideration and an intention to create legal relations. Reliance was placed on Section 3(1) of the Law of Contract Act. He finally reminded the court that its core duty is to enforce agreements made by parties rather than construct or rewrite contracts for them. This was the principle established by the Court of Appeal in **National Bank of Kenya Ltd v. Pipe plastic Samkolit (K) Ltd & Another [2001] eKLR**, where the appellate court held that a court of law cannot rewrite a contract between parties, as parties are bound by the terms of their contract and the court's duty is strictly to construe and give effect to their expressed intentions. I cannot agree more and that is what I will do in this matter. 3. The document that forms the substratum of this matter is the proposal dated 3/1/2026. The claimant asserts this was a contract. The respondent thinks otherwise. 4. I have perused the said proposal, in as much as is titled proposal, I take the view that parties to it signed it and intended to be bound by it in terms of the services to be offered by the claimant to the respondent and as such it amounted to a binding document between the claimant and the respondent and none of the parties can legitimately hide behind it being a proposal as opposed to a contract. 5. The argument by Mr. Chesoli that for there to a contract, the following elements must be present to wit offer, acceptance and consideration and an intention to create legal relations is evident in this case in my view. The offer is the proposal in question dated 3/1/2026, acceptance is the execution by parties to the said proposal, consideration is the amount paid to the claimant by the respondent and the respondent retaining his part and the ratio upon which the amount was shared is in the said proposal and lastly from the evidence of both parties it is clear that both parties had a common intention to create legal relations. 6. I therefore find that on the basis of the proposal dated 3/1/2026 and the fact that both parties had the intention to create legal relations, there then existed a contract between the claimant and the respondent. **Whether the Respondent is liable to pay the sum claimed.** 1. From the pleadings, the claimant claims for the entire fees for the 59 students of course after subjecting the same to the sharing ratio however, the respondent asserts that not all the students paid. It became apparent that only 52 number of students out of the 59 paid for the courses and pursuant to their proposal, the school after collecting the fees at Kshs.3,000/- per course for those who paid either in part or in full, paid to the claimant 80% as agreed and retained the 20%. In this case a total of Kshs. 21,000/- was paid to the respondent and it remitted to the claimant his dues though not in full. From their sharing ratio, the claimant was to receive Kshs.16,800/= but only received Kshs.14,000/= This fact is admitted by the claimant and I have seen the same was sent vide MPESA transaction code UCPKOAM6AL on 25/3/2026. 2. The fact that services were offered by claimant is not in dispute. Whether it was above board or not is another story for another day. Since it's not disputed, and pursuant to the proposal he is entitled to the whole amount as agreed. Heavy weather was made about the consent forms but a look at them and having signed by parents, it is clear in my view that they were issued by the school on behalf of the claimant since there was no direct link between the parents and the claimant and the respondent cannot now feign ignorance/knowledge of the same. 3. A school is a going concern of some sort. The fact that services were offered, it is expected that the fees as agreed will be paid in arrears and to the school first before it releases the claimant's share. The school will definitely receive the said amounts for the services offered as parents consented to the services being offered. 4. I therefore find that since parents consented to the services being offered by the claimant, the same having been offered for 1 term, the claimant is entitled to the amount agreed pursuant to the consent forms executed by parents. As I have stated, its now immaterial whether by the time of this claim in court the amount has been paid or not. It will definitely be paid. Let therefore the respondent pay the claimant what's due to him then recover the same from the parents. 5. The claimant cannot ask for the dues directly to the parents due to privity of contract. In addition the claimant has no way of ascertaining which parents paid and who haven't. In any event no proof has been tabled before court to demonstrate those who have paid and those who haven't. 6. I have said enough to demonstrate that this claim is one for allowing but subject to the sharing ratio as agreed in the proposal. 7. A look at the demand letter dated 5th June 2026 there is a schedule of those who signed up for the various clubs/programmes or activities. I have on my own calculated the amount owed as per the schedule. A total of 52 learners were supposed to pay Kshs.3,000/= whereas 6 were supposed to pay Kshs.6,000/=. If put together the amount for the 58 is Kshs.192,000/= and not Kshs.189,000/= as pleaded. The demand is clear that the amount contained in the schedule is outstanding as at 5/6/2026 at that point the sum of Kshs.14,000/= had been paid. 8. In any event during the cross examination of the claimant and when asked how he arrived at the figure claimed, there was no direct and clear answer as to how he arrived at the said figure 9. It is admitted that Kshs.14,000/= was paid via Mpesa on 25/3/2026 after the school retained its share. The total amount due to the claimant as per the said demand letter is Kshs.192,000/= as calculated above. Therefore, in order to get what is due to the claimant the said sum of Kshs.192,000/= is to be subjected to the agreed sharing ratio in order to determine what is due to each of the parties. 10. My quick mathematics tells me that 80% of Kshs.192,000/= is Kshs.153,600/= and this is the amount due to the claimant. The claim is thus allowed in the sum of Kshs. 153,600/= 11. Costs follow events. The claimant being the successful party, he is awarded costs of the claim limited to disbursements and attendances only. **CONCLUSION AND DISPOSITION.** 1. The upshot of the foregoing I make the following final orders; 2. **The claimant’s claim contained in the statement of claim dated 6/7/2026 is allowed in the sum of Kshs.153,600/=.** 3. **Costs and interest at court rates from the date of filing until payment in full are awarded to the claimant.** 4. Orders accordingly. **DATED, SIGNED AND DELIVERED AT VOI SMALL CLAIMS COURT THIS…6th …..DAY OF …August…2026.** **F.M. MULAMA** **ADJUDICATOR/RM** **In the presence of:** Court Assistant:- Abuswaleh Albert Zoka -- Claimant. Mr. Onduso H/B Chesoli for the respondent