Court Clears KSh108 Million Technology Today Nairobi Property Sale After Share Fraud Fight

A court battle over an alleged AUD500,000 (KSh 46.6 million) unpaid share deal threatened to unravel a KSh108 million property sale involving Nairobi ICT firm Technology Today Limited.

A 14-year corporate fight over shares and property has ended with the High Court clearing the disputed KSh108 million sale.

Justice Peter Mulwa dismissed a fraud suit brought by former Technology Today shareholders Anthony Raymond Cordeiro and Elaine de Sa Cordeiro.

The case revolved around one company, two competing accounts, and one valuable piece of Nairobi property.

Technology Today is a Nairobi-based ICT products, solutions, and services provider with two decades of operations.

The company supplies computers, enterprise technology, software, networking equipment, and other business technology solutions.

But behind that technology business was a corporate dispute involving hundreds of millions of shillings in transactions.

The plaintiffs said their shares were transferred fraudulently after an alleged AUD500,000 (KSh 46.6 Million) agreement.

The dispute later spilt into the sale of Technology Today’s prime property for KSh108 million.

The Share Dispute

The story begins in March 2011, when Cordeiro and Elaine remained Technology Today’s majority shareholders and directors.

They alleged that Adrian Noel Carvalho and Arlet Dominaica Carvalho agreed to buy their shares.

According to Cordeiro, the agreed consideration was AUD500,000 (KSh 46.6 million) for the shares.

He said he signed transfer documents while awaiting payment of that amount.

His case was that the documents were conditional and should not have completed the transfer.

But the Carvalhos gave the court a completely different version of events.

They said Cordeiro and Elaine voluntarily transferred their shares and resigned as directors.

They denied ever agreeing to pay AUD500,000 for those shares. That disagreement became the foundation of the entire lawsuit.

Cordeiro admitted to signing the resignation letters, share-transfer forms, and board resolutions.

He also accepted that his signatures were genuine and had not been forged.

That admission became critical because the court found no written agreement supporting the alleged AUD500,000 condition.

Nor did the signed transfer documents contain any condition tying registration to payment.

Justice Mulwa therefore found that the plaintiffs had failed to prove fraudulent share transfers.

The judge did, however, recognise that unpaid consideration could potentially create a contractual claim.

It simply did not, without stronger evidence, establish fraud.

The KSh108m Sale

The share dispute became far more consequential when Technology Today’s property entered the picture.

After the Carvalhos became the registered shareholders and directors, the company sold L.R. No. 1870/VI/145.

The buyers were Jayantlal Jivaj Mepal Shah, Mansukhlal Jivaj Mepal Shah, and Dilipkumar Jivaj Mepal Shah.

Their agreed purchase price was KSh108 million.

For perspective, that property transaction was worth more than the AUD500,000 share consideration alleged.

The sale agreement was signed on July 1, 2011, according to the judgement.

The purchasers said they conducted searches before committing to the transaction.

The searches showed Technology Today as the registered property owner at the time.

They also showed Adrian Carvalho and Arlet Carvalho as the company’s directors.

The buyers then paid the full KSh108 million for the property.

Payment records included cheques, bank transfers, and an RTGS transaction.

The court found that the money went to Technology Today rather than directly to the Carvalhos.

That detail became crucial to the court’s conclusion that the property was not secretly appropriated.

Instead, Justice Mulwa found evidence of a separate corporate transaction involving genuine consideration.

Buyers Win

The plaintiffs argued that the alleged fraudulent share transfers also poisoned the property sale.

They wanted the court to cancel the purchasers’ title and restore Technology Today’s ownership.

But that argument depended heavily on proving that the Carvalhos had unlawfully taken control.

The court had already rejected that central allegation.

It therefore found that the Carvalhos had authority to manage Technology Today’s affairs.

The judge emphasised that Technology Today was legally separate from its shareholders.

Its property belonged to the company, rather than personally to its shareholders.

The buyers also had another powerful defence: they had conducted official searches before purchasing.

The court found no evidence that the Shahs knew about Cordeiro’s alleged interest.

Nor was there evidence connecting them to any fraudulent scheme.

Justice Mulwa consequently described them as “bona fide purchasers for value without notice”.

Their registered title therefore survived the plaintiffs’ challenge.

Bank Also Cleared

I&M Bank Limited was pulled into the dispute because it held a charge over Technology Today’s property.

The plaintiffs accused the bank of facilitating the disputed sale by releasing its security.

The bank said the underlying loan had been fully repaid before it discharged the charge.

It also said no injunction or court order prevented it from releasing the title.

The court accepted that explanation and found no evidence of deliberate participation in fraud.

I&M Bank was therefore cleared of liability.

The plaintiffs also lost their claims for damages, mesne profits, and an accounting.

The court said they had failed to prove the losses required for those remedies.

The Shah defendants had separately sought KSh108 million if their purchase was cancelled.

But because their title remained valid, that alternative claim was unnecessary.

The court dismissed their counterclaim while allowing them to retain the property.

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In the final orders, the plaintiffs’ entire case was dismissed with costs.

The court formally confirmed the Shah family members as lawful registered proprietors.

The judgement leaves one central message from a dispute spanning 14 years.

A disputed payment may create a contractual fight, but fraud requires convincing evidence.

But when there are official records, executed documents and bona fide payments showing one way, suspicion alone cannot undo them.

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