Case Analysis

Property Development Partnership Accounts and Sale Proceeds Lawyer and Advocate in Mombasa

The apartments are selling, but your development partner will not show you where the money goes. Recovering your contribution and protecting sale proceeds are related concerns with different evidence. A property development partnership lawyer or advocate in Mombasa should examine the investment agreement, unit sales and money movements before deciding what interim protection to request.

What the Bana ruling protected

The Mombasa Environment and Land Court granted interim relief in a shared development dispute. It accepted a prima facie basis for protection and granted the requested orders, including preservation and record obligations. It specifically directed sale proceeds into an escrow account in the names of both parties' advocates pending determination of the case. Costs were left in the cause. The ruling did not finally reconcile the competing contribution figures or calculate the profit share payable after trial. Later compliance and directions require checking in the actual file.

Start with the partnership terms and authority to sell

Provide the signed agreement, schedules and later amendments. Identify whether your entitlement is a return of capital, a share of net profit, specified completed units or a combination. Those structures can produce different disputes even when the parties both call the arrangement a joint venture. The advocate needs the agreed mechanism rather than only your description of the intended return.

Show who was authorised to sell units, approve prices, collect money and incur expenses. Include any arrangement with the landowner as well as the agreement between investors. A developer may be dealing with both a landowner and a funding partner, and the obligations in one agreement may differ from those in the other.

Record whether consent was required for a sale or merely disclosure afterward. Bring communications about any departure from the agreed process. An unexpected sale price does not establish a breach without examining the powers given to the person conducting the sale.

Reconcile contributions and withdrawals separately

Prepare a contribution schedule showing date, sender, recipient, amount and purpose. Attach the corresponding payment evidence. Where funds passed through an advocate's client account, provide available statements and remittance instructions. A transfer into an account needs to be connected to the project and the capacity in which it was held.

List withdrawals and repayments in a separate schedule. Identify whether each was a refund of capital, reimbursement, project expense or distribution. If the label is disputed, mark that clearly and include the instruction accompanying the payment. An accountant's total can help, but it should not conceal disagreement about what individual entries mean.

Identify any apartment or shop received instead of cash. Provide the allocation record and the basis of its asserted value. Avoid counting a unit as both an unpaid entitlement and an acknowledged distribution without explaining the alternative positions. The lawyer needs a consistent account of the relief you seek.

Create a unit-by-unit sales record

Use one line per unit, recording the buyer where legitimately documented, agreement date, price, deposits, balance and account receiving payment. Distinguish a reservation from an executed sale and a completed transfer. A development described as fully sold may still have unpaid balances or units allocated to other participants.

Mark which information you have and which you are requesting. Do not invent sale prices for missing units to complete the spreadsheet. Retain advertisements and available communications, but distinguish asking prices from completed transaction values. This keeps an application for disclosure grounded in actual gaps.

Preserve the record of your requests for accounts and the replies. If the other partner says records are available from an accountant or advocate, explain whether you sought them and what response you received. The consultation should address the practical route to the records as well as the allegation that they are being withheld.

Define what an interim preservation order should cover

Explain the immediate risk: a pending sale, money being withdrawn, a new charge or loss of access to records. Support the concern with dated material. A request to preserve proceeds should identify the relevant project and funds without treating every asset owned by the other person as project property.

Discuss proposed account arrangements with the advocate. Identify who would hold funds, what deposits would be required and what withdrawals would need authority. An escrow order needs workable instructions; it should not be assumed to resolve the disputed ownership of money deposited into it.

Keep ongoing construction expenses and completed-unit sales distinct. If preservation could affect contractors or existing buyers, provide the agreements and outstanding commitments. The adviser needs to understand the practical consequences of the proposed terms before presenting them to court.

Prepare for the accounting dispute after interim relief

Collect invoices, supporting receipts, budgets and approvals for expenses claimed against profit. Separate money spent from work merely estimated or not yet undertaken. Identify connected-party transactions and the documents supporting their purpose without alleging misconduct solely because the parties know each other.

For a Mombasa development partnership consultation, bring the agreements, contribution and withdrawal schedules, unit register and outstanding information requests. A lawyer and advocate can assess focused protection of proceeds and records while preparing the evidence needed for the eventual accounting and entitlement dispute.

Editorial analysis checked on 8 October 2026. Practical document guidance is commentary. The cited case is not our firm’s case or a promised outcome; later orders may affect its position.