https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/9122

Sucastainability Kenya Ltd v Kyanzavi Farmers Cooperative Ltd (Civil Suit 631 of 2025) [2026] KEHC 9122 (KLR) (Commercial and Tax) (25 June 2026) (Ruling) Neutral citation: [2026] KEHC 9122 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Civil Suit 631 of 2025 RC Rutto, J June 25, 2026 Between Sucastainability Kenya Limited Plaintiff and Kyanzavi Farmers Cooperative Limited Defendant Ruling Background 1.Before this Court for determination is the Plaintiff’s Notice of Motion dated 30th October 2025, brought under sections 1A, 1B, and 3A of the Civil Procedure Act, Order 13 Rule 2, and Order 51 Rule 1 of the Civil Procedure Rules 2010. The Plaintiff seeks judgment on admission against the Respondent, as prayed in the plaint dated 22nd September, 2025, together with costs. The application is premised on the grounds set out on the face of the application, and supported by the affidavit and supplementary affidavit of Alex Matalanga sworn on 30th October, 2025, and 27th February, 2026, respectively, as well as the written submissions dated 2nd March, 2026. 2.The Plaintiff’s case is that, the Defendant, in its Defence dated 25th October, 2025, made an unequivocal admission of indebtedness pleaded in the Plaint dated 22nd September, 2025. Consequently, the Plaintiff contends that by virtue of the admission, no triable issues remain with respect to the subject matter, to wit, the unpaid loan amounts. 3.In particular, the Plaintiff submits that the Defendant has, at paragraph 3 of its defence, admitted in plain discernible words that the Plaintiff advanced it a loan facility of Kshs. 76,000,000.00/- disbursed in USD currency, totalling USD 696,102.27. Further, at paragraph 4 admitted that the loan was advanced pursuant to the terms of the letter of offer dated 21st August, 2021 (to be utilised towards the operations and management of the Defendant’s coffee estate); at paragraph 7, to the effect that the dispute was in issue in HCCOMM E252 of 2023 which was settled out of court pursuant to the acknowledged terms of the settlement agreement between the parties dated 19th September, 2023; and at paragraphs 9 and 10 that it committed to settle the sum under the said settlement agreement. 4.The application is opposed by a replying affidavit sworn on 18th December, 2025, by Benjamin Mutua Kavithi. The Defendant, firstly, denies having admitted indebtedness to the Plaintiff to the tune of Kshs. 76,000,000.00/-. Second, it contends that the Plaintiff breached the underlying management agreement and was therefore in breach of the settlement agreement. Third, it is the Defendant’s case that as per the settlement agreement, it accepted to settle an outstanding sum of Kshs. 35,000,000/- and not the full amount as claimed by the Plaintiff. The Defendant further urges that it is not true that there is an unequivocal admission, and as a result, the application is unfounded and without merit. 5.It is imperative to note that the Defendant failed to file its submissions despite this Court’s directions issued on 17th March, 2026. Analysis 6.I have carefully considered the pleadings, affidavits and submissions on record. The sole issue for consideration is whether the Defendant’s defence and the material placed before court amounts to a clear admission in law sufficient to warrant judgment under Order 13, rule 2 of the Civil Procedure Rules. 7.Order 13, rule 2 of the Civil Procedure Rules, provides:Any party may at any stage of a suit where admission of facts has been made, either on the pleadings or otherwise, apply to the court for such judgment or order as upon such admissions he may be entitled to, without waiting for the determination of any other question between the parties; and the court may upon such application make such order, or give such judgment, as the court may think just. 8.The law is settled that an admission under Order 13, rule 2 of the Civil Procedure Rules does not require copious interpretations or material to discern. It must be plainly and readily discernible. In Choitram & another vs Nazari [1984] KECA 47 (KLR), it was stated that:-“Admissions have to be plain and obvious, as plain as a pikestaff and clearly readable because they may result in judgment being entered. They must be obvious on the face of them without requiring a magnifying glass to ascertain their meaning. Much depends upon the language used. The admissions must leave no room for doubt that the parties passed out of the stage of negotiations onto a definite contract. It matters not if the situation is arguable, even if there is a substantial argument, it is an ingredient of jurisprudence, provided that a plain and obvious case is established upon admissions by analysis. Indeed, there is no other way, and analysis is unavoidable to determine whether admission of fact has been made either on the pleadings or otherwise to give such judgment as upon such admissions any party may be entitled to without waiting for the determination of any other question between the parties.” 9.In this matter, the Applicant contends that the Defendant has admitted owing it Kshs. 76,000,000.00/- in its defence, the settlement agreement dated 19th September, 2023, and the consent filed in HCC Case No. E523 of 2023. The Defendant opposes this assertion and argues that no admission has been entered, as it challenges the total sum advanced to it by the Plaintiff and any outstanding sums. The Defendant puts the Plaintiff to demonstrate how the sum of USD 696,107.27 was arrived at. It argues that by agreeing to pay the Plaintiff a sum of Kshs. 35,000,000.00/- in the settlement agreement, it accepted a compromise to settle the matter. 10.The phrase “or otherwise” in Order 13, rule 2 permits the court to consider admissions made outside the pleadings, including in agreements correspondence or documents which are admitted. Accordingly, this court shall consider whether there is an admission in the pleadings or in any other way made. Notably, at paragraph 4 of its defence, the Defendant clearly admits paragraphs 4, 5, 6, 7, 8, and 9 of the plaint. These paragraphs detail the loan arrangement. 11.At paragraphs 4 to 8 of the plaint, the Plaintiff outlined in detail that it entered into a loan facility with the Defendant, wherein the parties agreed that by a letter of offer dated 21st August, 2021, the Plaintiff would advance the Defendant a loan of Kshs. 90,000.000.00/- on the security of registrable security over the proceeds of the coffee produce from the Defendant’s estate. At paragraph 9, the Plaintiff averred that on various dates in December 2020, it disbursed to the Defendant Kshs. 76,000,000.00/- as part of the loan facility in several instalments. The Defendant has admitted the averments in the outlined paragraphs, particularly paragraph 9, that the Plaintiff indeed advanced a loan of Kshs. 76,000,000.00/-. 12.However, in paragraph 5 of its defence, the Defendant asserts that the Plaintiff’s failure to disburse the balance of the loan facility amounted to breach of contract for which the Plaintiff ought to be held liable. Further, at paragraph 8, the Defendant opposes the entire debt as prayed in the plaint. It maintains that it has not neglected to honour the provisions of the settlement agreement. Rather, it was rendered unable to honour the same due to circumstances beyond its control. 13.Upon consideration of the affidavits filed in support of the two competing positions, it is evident that the parties entered into a duly signed settlement agreement dated 19th September, 2023. The Defendant has also, unequivocally admitted the contents of paragraphs 15 and 17 of the plaint to that effect. At clause 1.1.6, of the agreement defines the ‘outstanding facility’ as USD 696,102.27 as at May 2023, being the amount advanced to Kyanzavi under the finance agreement. Correspondingly, clause 1.1.1o defines ‘the settlement sum’ as an all-inclusive sum of Kenya Shillings Thirty-Five Million (KES 35,000,000.00) payable as set out in Clause 2.5 of the agreement. 14.Clause 2.4 of the agreement further provides;Kyanzavi acknowledges that it is indebted to sucastainability in respect of the outstanding facility and shall pay sucastainability the settlement sum as full and final settlement of the dispute and the outstanding facility. 15.Therefore, the combined effect of the provisions of clauses 1.1.6. 1.1.10 and 2.4 of the Settlement Agreement constitutes a clear, unequivocal admission of indebtedness and acceptance to pay a sum of Kshs. 35,000,000.00/- in full and final settlement of the outstanding facility. It is apparent that the parties agreed to a compromise of the said Kshs. 35,000,000.00/- as full settlement for the owed debt, subject to the agreed terms. This position seems to have changed as the Plaintiff is now claiming USD 696,102.27 while the Defendant is alleging breach of the terms of the settlement agreement. 16.Guided by the foregoing and bearing in mind that Order 13, rule 2 of the Civil Procedure Rules empowers the court to give such judgment, as the court may think just on the basis of admitted facts. I am satisfied that there exists a clear and unequivocal admission by the Defendant in respect of the sum of Kshs. 35,000,000.00/-. This sum is neither denied nor contested by the Defendant. Indeed, the Defendant entered into a settlement agreement, committing to pay this sum to the Plaintiff. It is equally undisputed that this sum remains unpaid and that the Defendant has refused or neglected to complete or perform its obligation under the agreement. 17.The Defendant’s plea that its non-performance was due to circumstances beyond its control does not derogate from the legal effects of its express admission of indebtedness. A party is bound by its pleadings, and the agreements they voluntarily execute. To that extent, the Defendant’s liability in the sum of Kshs. 35,ooo,000.00/- is established. 18.Consequently, in exercise of the discretionary powers under Order 13, rule 2 of the Civil Procedure Rules, I enter judgment on admission in favour of the Plaintiff and against the Defendant in the sum of Kshs. 35,000,000.00/- being a liquidated and undisputed amount clearly ascertainable from the settlement agreement. The Plaintiff’s claim for any sum in excess of Kshs. 35,000,000.00/- shall proceed to full hearing. 19.In the result, the application dated 30th October, 2025, is partially allowed with costs awarded to the Plaintiff. 20.It is so ordered. DELIVERED, DATED AND SIGNED VIRTUALLY THIS 25TH DAY OF JUNE, 2026RHODA RUTTOJUDGEIn the presence of;Court Assistant: WabwireMr. Kuyo for the Plaintiff/ApplicantMs. Kalinga for the Respondent/Defendant