On August 16, 2023, the Small Claims Court delivered a Judgement in Nairobi SCCCOMM No. E3455 of 2023 Protection Masters v Trident Insurance Company Limited, in which Ong’anya Ombo Advocates LLP represented the Respondent. The Court agreed with our legal argument that an invoice needs to be compliant with the agreed terms of the transaction or contract between parties, and any independent inclusion of new terms in the invoice is a unilateral variation of the contract.
The Claimant filed a Statement of Claim seeking KES. 330,000.00 being the balance of KES. 580,000.00 which was mutually agreed upon by parties for services rendered by the Claimant to the Respondent. The dispute arose when the Claimant had raised a further invoice with a new term that there is an interest of 10% per month, which our Client declined to honour as the 10% interest per month was not agreed upon by the parties to the contract.
The Court emphasized the following points:
For interest to accrue, it has to be contractually agreed upon by the parties. In this case, the parties did not agree on the finance charge of 10%, and the consequences of the breach were never discussed by the parties. The Interest was unilaterally inserted by the Claimant in the invoice after terms had been settled and the deposit paid, hence introducing terms that constituted a variation on the terms of the agreement. To effect a variation, therefore, the parties must be in agreement, and the agreement must be supported by consideration.
The court further stated presenting an invoice with fresh terms is making a fresh offer. In order for it to be effective, there had to be a meeting of minds which is an essential component for the formation of an enforceable contract.
