JUDGMENT OF THE COURT
By a written agreement, the appellants sold to the respondent a supermarket known as Rangeways Supermarket on the following summarized terms:-
Goodwill of the business - Kshs. 3,300,000
Furniture, fittings and equipment – Kshs. 1,700,000
Value of the selected stock-in-trade – Kshs. 289,484.70
Total purchase price - Kshs. 5,289,484.70
Deposit of Kshs. 1,200,000 paid before the signing of the agreement.
The balance of Kshs. 4,089,484.70 to be settled as follows:-
a) Kshs. 3,589,484.70 to be paid upon signing the agreement and delivery of possession.
Kshs. 500,000/= to be withheld by the respondent for a period of 60 days pending compliance by the appellant with Section 4 (1) of the Transfer of Business Act – Cap 500 of the Laws of Kenya.
The vendor to remove and carry away all stock-in-trade not required by the purchaser.
Upon payment of Kshs. 3,589,484.70 and signing of the agreement, the vendor was to hand over possession of the shop and business together with the furniture…