A battle over advertising space at the Garden City Mall ended with a surprising twist: the marketing company claiming tens of millions in lost revenue walked away empty-handed, and now owes money to the mall operator.
- •JohnGray Communication Ltd, the firm hired to manage signage, events, and other commercial activities at the popular retail hub, argued it was forced out unfairly and suffered heavy financial losses.
- •The High Court found that GC Retail Ltd, the firm owning the mall, had indeed breached the contract with the marketing manager by abruptly ending the partnership in 2016.
- •However, JohnGray Communication Ltd. could not produce proof for a single shilling of the massive KSh 76 million it demanded.
On the other hand, a careful scrutiny of invoices and records turned the tables, leaving the company liable for KSh 3.26 million to the mall it once serviced.
“Having considered the pleadings, evidence and submissions, the Defendant’s (GC Retail Ltd.) Counterclaim is allowed to the extent of Kshs. 3,257,283.12/=, being the substantiated sum proved through the Plaintiff’s (JohnGray) own invoices and bank records,” Justice Aleem Visram ruled.
The High Court reconstructed a relationship that began long before the two sides signed a formal memorandum in May 2015. Emails and internal exchanges showed JohnGray had already built pricing models, plotted revenue projections, and mapped advertising space at the mall months earlier, largely at the prompting of GC Retail’s senior management.
The judge concluded that the parties were bound not just by the written memorandum but also by an implied arrangement forged through their conduct, making the relationship more substantial than GC Retail wished to acknowledge.
That finding set the stage for the core question: whether the mall operator had followed the rules when it brought the relationship to an abrupt stop in March 2016. Under the agreement’s termination clause, GC Retail was required to issue a 14-day notice and tie its decision to specific contractual triggers.
Instead, Garden City mall delivered a same-day instruction ordering JohnGray’s staff out of the premises and announcing that commercialisation would henceforth be handled internally. The communication offered no grounds and invited no remedy period. Justice Visram held that the mall operator’s action fell outside the contract’s termination framework and amounted to a breach.
The ruling pivoted sharply once the matter turned to money. JohnGray’s KSh76.3 million claim, spanning payroll costs, capital expenditure, lost revenue from corporate clients, and cancelled activations, collapsed under the weight of evidentiary gaps.
The firm relied heavily on internal schedules, proforma invoices and spreadsheets, but failed to produce bank statements, acknowledged receipts or executed client contracts. Even items as basic as licence fees were unsupported by proof of payment. In several instances, the judge noted that JohnGray had already received money from clients like Samsung, undermining its attempt to re-claim the same revenue.
The company’s bid for an additional KSh 20 million in damages for reputational harm fared no better. Nothing in the record, the court found, connected the mall’s conduct to any measurable injury to JohnGray’s standing in the market.
The firm had also been allowed to complete several pending client contracts under a consent order issued earlier in the court dispute, weakening the idea that the termination had damaged its position irreparably.
GC Retail’s own counterclaim, framed at nearly KSh17 million, met a similar evidentiary fate, except for a narrow slice that could be traced directly to JohnGray’s invoices and bank records. Most of the mall operator’s numbers were reconstructed from the Plaintiff’s internal schedules rather than anchored in actual transactions. The court allowed only the amounts that aligned with the Plaintiff’s admitted records: a total of KSh3.26 million.
In the end, the courtroom chess match produced an ironic turn. JohnGray had established that the mall operator broke the contract, yet emerged owing the operator more than KSh3 million.
