The High Court has dismissed an appeal by the Mombasa Parents Club, which operates Nyali School, ruling that the institution must pay more than KSh453,000 to a printer leasing company after failing to prove disputed invoices breached their contract.
In a judgement reinforcing the sanctity of commercial agreements, Justice Ngaah Jairus said parties cannot introduce fresh contractual obligations after signing an agreement, especially where documentary evidence overwhelmingly supports a supplier’s claim.
The ruling ends a dispute between Mombasa Parents Club, trading as Nyali School, and Four Parts Solutions Limited, which leases commercial printers and photocopiers to institutions.
It also clarifies that appeals from Kenya’s Small Claims Court are confined to questions of law, not disagreements over evidence.
Court records show Four Parts leased several high-volume printers to Nyali School under agreements signed in June 2024.
The school was to pay according to monthly page counts generated from the machines.
When payments stalled, the company sued for KSh471,397.69, covering unpaid printing charges, repair costs, late payment penalties, and printer removal expenses.
The Small Claims Court largely agreed with the supplier but struck out KSh17,400 claimed as printer uplifting charges, finding the contracts contained no such provision.
It awarded KSh453,997.69, prompting the school to appeal.
Page Counter Fight
The appeal turned on a seemingly technical issue with significant financial consequences.
Nyali School argued every invoice had to be accompanied by page counter reports before payment became due.
Without those reports, it said, it could neither verify usage nor process invoices.
It also maintained late payment penalties were unfair because the supplier allegedly failed to provide the supporting documents.
Justice Jairus disagreed.
Quoting the agreement, he noted it merely required that “the monthly page counter information shall be made available to the client for invoice payment purposes”.
He found nothing in the contract prescribing the format of those records or making payment conditional upon a particular form of documentation.
Instead, the judge concluded the school was attempting to add obligations that never existed.
“The construction urged by the appellant would require the court to read into the contracts stringent conditions which the parties never expressed. That would itself be the very rewriting of contracts.”
The reasoning echoed a long-established principle repeatedly affirmed by Kenyan courts: judges enforce contracts as written, not as one party later wishes they had been drafted.
School’s Own Evidence Backfired
Ironically, the High Court found that Nyali School’s own documents significantly weakened its case.
The school produced many of the disputed page counters during trial.
Several bore official school stamps acknowledging receipt, while others had been signed by senior administrators after replacement printers were installed.
“The record speaks loudly,” Justice Jairus observed, noting that the school’s own bundle contained the disputed invoices together with corresponding page counters and meter photographs.
The court also found that Nyali School never complained when the counters were allegedly missing, illegible, or defective.
Those objections surfaced only after litigation had begun.
That timing, the judge suggested, pointed less to missing documentation than to resistance over paying bills after services had already been rendered.
Evidence Told One Story
Justice Jairus went beyond interpreting the contracts.
He compared printer meter readings against individual invoices and found the figures consistently matched.
Opening and closing counters aligned with invoice calculations, while replacement machines fully explained changes in serial numbers.
The Nyali School. Photo/courtesy
Even photographs of printer display screens corresponded precisely with billed page counts.
The court concluded that although some documents were imperfectly presented, the underlying evidence overwhelmingly supported Four Parts’ claim.
Nyali School also challenged an invoice for repairing a damaged developer unit, arguing maintenance rested entirely with the supplier.
Again, the court disagreed.
While routine servicing remained Four Parts’ responsibility, the contract expressly made the customer liable for repairs resulting from misuse.
Evidence showed the damage occurred after an operator inserted yellow toner into the black toner compartment, making the repair costs recoverable.
The school further argued that a KSh77,436 cheque had been wrongly treated as an admission of liability.
Justice Jairus found otherwise, saying the cheque was merely one piece of evidence.
In fact, the school admitted paying two invoices after receiving clarification from the supplier, and the payment ultimately reduced the amount awarded against it.
Appeal Dismissed
Beyond the printer dispute, the judge said the case highlighted the limited role of the High Court when reviewing decisions from the Small Claims Court.
“The court re-examines the record not in order to substitute its own findings of fact, but in order to test the decision below for errors of law,” he said.
Although Nyali School framed its complaints as legal errors, the court concluded they were, in reality, disagreements with factual findings that were firmly supported by documentary evidence.
The appeal was dismissed in its entirety.
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Justice Jairus ordered that the KSh376,561 deposited in a joint interest-earning account pending the appeal, together with accrued interest, be released to Four Parts Solutions in satisfaction of the decree.
Nyali School was also ordered to pay the costs of the appeal.
The ruling comes as Nyali School seeks to turn a new leaf after years of wrangles in its governance, with the newly elected leadership of Mombasa Parents Club promising institutional reforms and better financial management.
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