Commercial relationships often end quietly. A contract expires, a dealership is terminated, an agency comes to an end, or a license is withdrawn, the parties move on and business continues under new arrangements, but what happens when one party continues using the other party’s name, registration details, telephone number, email address or tax credentials after the relationship has ended? The recent decision in Ngure t/a Dasken Enterprises v Total Kenya Limited & Another, Commercial Case E475 of 2020, [2026] KEHC 12256 (KLR), demonstrates why that gap between legal termination and practical exit can be extremely costly.
David Kamau Ngure, trading as Dasken Enterprises, had operated Total Kenya’s Likoni Road Service Station in Nairobi Industrial Area as a “Young Dealer” under a Marketing License Agreement. The arrangement allowed him to operate the station using his business name and other identifiers while the station remained connected to Total’s business operations. That arrangement eventually came to an end. Notice terminating the relationship was issued on 3 December 2019, and the agreement ceased to operate on 31 December 2019. At that point, the legal relationship between Ngure and Total had effectively reached its exit point. The problem was that the business identifiers associated with Ngure did not leave with the contract.
The Court found that invoices and withholding tax certificates continued to be issued using Ngure’s KRA PIN, with the latest evidence running up to 18 August 2020. He was also unable to access his iTax account and was therefore left exposed to tax obligations arising from transactions he had not conducted. This meant that transactions were continuing to be associated with a person who was no longer running the business responsible for those transactions.
The Court rejected Total’s attempt to rely on contractual provisions that placed tax obligations on the dealer. Those obligations applied within the contractual relationship and could not be used to make Ngure responsible for transactions carried out by Total after the agreement had ended. Since Total was the party operating the station and generating the transactions, it was responsible for the resulting VAT, PAYE and income tax liabilities.
The case also went beyond taxation. The Court found that the continued use of Ngure’s personal information after termination violated his right to privacy under Article 31 of the Constitution and his property rights under Article 40. It further found a breach of section 30 of the Data Protection Act 2019. The important point is that information legitimately shared during a commercial relationship does not become permanently available for use after that relationship ends. Once the purpose and authority for its use have ended, continued use requires a proper legal basis.
KRA was not held liable in the same way as Total. The Court recognized that tax administration ordinarily follows the registered PIN and that KRA could not simply transfer liabilities without a proper basis. However, KRA was directed to clear or apportion the relevant liabilities from Ngure’s PIN after Total settled them.
The most significant aspect of the decision was the Kshs 20.7 million award. The Court calculated compensation at Kshs 90,000 per day for 230 days, representing the period during which Total continued using Ngure’s business identity after termination. Total was also required to account for and settle the relevant tax liabilities, with interest payable on the award.
The decision carries a straightforward lesson for businesses operating through dealers, agents, distributors and franchisees. Termination is not simply about ending the contract or handing back premises. It must also involve a proper separation of the parties’ identities and systems. Tax PINs, email addresses, telephone numbers, passwords, licenses, invoices and other business identifiers should be reviewed and transferred or deactivated immediately.
Ngure ultimately draws a clear boundary around post-termination conduct: a party cannot continue using another person’s identity simply because it is commercially convenient to do so. The Kshs 20.7 million award demonstrates that the consequences of failing to make that separation can extend far beyond a simple contractual dispute.
Businesses must understand that convenience is not consent, and a past relationship is not a permanent license. When the deal is over, take your name with you because the most expensive part of a broken business relationship may be what the other party continues doing in your name.