A commercial lease signed between a landlord and tenant has spiralled into a years-long battle over control of Nairobi’s Senteu Plaza after the tenant invested Sh1.29 billion in the property, including CCTV installations and street lighting, in anticipation of eventually buying it.
The conflict has pitted former tenant SBS Dunhill Group (East Africa) Limited against the building’s owners in a dispute involving a failed purchase bid, excess rent deposits, alleged signature forgeries, contested leases, eviction orders and disputed documents.
The latest chapter unfolded this week when the Environment and Land Court dismissed SBS Dunhill’s attempt to quash tribunal proceedings and orders protecting a new tenant at the property, finding insufficient evidence that the tribunal had acted unlawfully or exceeded its powers.
The ruling is the latest setback for SBS Dunhill in a dispute that began after it leased office space at Senteu Plaza, a commercial office building in Nairobi’s Kilimani area, under a six-year lease signed in October 2017.
Purchase claim
The gist of SBS Dunhill’s case is a claim that its international board of directors, meeting in Orlando, Florida, in the US, on June 12, 2017, resolved to establish an office in Nairobi.
Part of the resolution, the company said, was that the prospective landlord would be informed that, if agreeable, Senteu Plaza would be sold to SBS Dunhill upon expiry of the anticipated six-year lease.
SBS Dunhill told the court that it subsequently wrote to the building owners, who were also the property directors, and that they raised no objection to the conditions outlined in the board minutes and resolutions. Company witness Chris Philip Obure said the firm then leased space on the first floor of Senteu Plaza.
Court records show the company later expanded its occupation through additional licence agreements and operated from the premises until relations with the landlords deteriorated over the building’s future.
At the centre of the dispute was SBS Dunhill’s claim that it had a legitimate expectation of purchasing the building after the lease expired.
Heavy investment
The company argued that its board resolution and subsequent dealings with the owners created an understanding that it would eventually acquire Senteu Plaza.
It also told the court that it invested heavily in the premises and surrounding infrastructure while occupying the building.
SBS Dunhill said it spent $10 million (Sh1.2 billion) upgrading the building and the space it occupied, as well as financing improvements around the property. The expenditure included Sh177.6 million on street lighting along Lenana and Galana roads, CCTV installations and landscaping works.
The company argued that the investments were undertaken with the full knowledge of the property directors and in anticipation of eventually acquiring the building after the lease expired.
The dispute surfaced in July 2023 after Senteu Plaza’s directors informed SBS Dunhill that the building was not for sale.
The court heard that one of the directors, Pankaj Chhaganjal Shah, acknowledged receipt of an excess sum of Sh216.8 million and did not raise any query regarding the additional deposits.
The tenant also accused the landlord of failing to remit a $200,000 (Sh25 million) deposit paid to Kenya Power in September 2017.
Mr Obure, however, acknowledged that the tenancy agreement contained no clause providing for the sale of either the building or its first floor. He also admitted that the board minutes were not referenced in any of the lease or licence agreements.
The dispute escalated after the building owners informed the tenant that the lease would expire on August 31, 2023, and that it was required to vacate the premises.
Part of the tenant’s business at the property included a VVIP Spa and Wellness Centre.
The owners denied any agreement to sell the building and maintained that there was no contractual obligation requiring them to transfer the property. They also denied receiving the alleged board minutes and resolutions.
Led by Ajeetkumar Shah, the owners consistently maintained that no agreement to sell Senteu Plaza had ever existed.
That dispute culminated in a major judgment delivered in December last year.
Court findings
The Environment and Land Court dismissed SBS Dunhill’s attempt to compel the sale of the building, finding that the lease agreements did not incorporate the board resolution on which the company relied.
The court found that the owners were neither present at nor parties to the meeting at which the resolution was allegedly passed.
It held that the resolution “could not confer any rights over Senteu Plaza” because the owners were not involved in its adoption.
In addition, the court said correspondence produced during the trial showed that the owners had informed SBS Dunhill that the building was not for sale.
The judge concluded that the company had failed to establish a legal or contractual basis for compelling a sale.
The case also raised questions about documents relied upon by both sides.
The court noted discrepancies in execution dates appearing on lease documents and observed that one of the purported signatories had died before some of the documents appeared to have been executed.
“It is clear that the plaintiff (SBS Dunhill) cannot seek to further enforce the terms of an agreement where it cannot be understood how one of the lessors signed an agreement following his demise. In my view, his signature, if any, was fraudulent,” the judge said.
The court nevertheless dismissed a counterclaim by the owners seeking financial relief arising from the same lease arrangements, finding that neither side had proved its case to the required standard.
Tribunal battle
Even as the ownership dispute played out, the conflict expanded into a series of proceedings before the Business Premises Rent Tribunal.
Court records show SBS Dunhill was evicted from Senteu Plaza in May 2025. The owners subsequently leased the premises to a new tenant who took possession of the property.
The new occupant later moved to the tribunal seeking protection from interference with the tenancy.
The tribunal issued orders preserving the tenant’s occupation pending determination of the dispute.
SBS Dunhill challenged those orders through judicial review proceedings, arguing that the tribunal had acted irregularly and exceeded its powers.
However, in judgments delivered on June 15, the court said the company had failed to provide sufficient evidence to demonstrate procedural impropriety or jurisdictional error.
The court said it had not been supplied with complete tribunal records that would allow it to determine whether the tribunal had acted outside its mandate.
“The court cannot proceed to determine issues based on presumptions without the evidence to support the same,” the judge said.
