James Marumi

James is an associate in the Commercial and Property Department and has a wealth of experience in commercial and property transactions including legal audits, real estate structuring, project structuring, project finance, conveyancing, land use and planning, succession and estate planning, banking and finance. He has vast experience in advising on real estate transactions with a bias to mixed use developments.

He also possesses expertise in special economic zones and he is advising a mixed-use developer interested in acquiring a special economic zone. He also has a strong background in general commercial law and corporate law and he is currently advising one of the largest corporates in Kenya on compliance with the anti-money laundering and countering the financing of terrorism legal framework.

Areas of Specialisation

  • Legal Audits
  • Corporate and Project Finance
  • Structuring of Real Estate Developments
  • Special Economic Zones
  • Banking and Finance
  • Land use and Planning
  • Real Estate Investment Trusts
  • Legal Research and Advisory
  • Joint Ventures

Top Matters 

Commercial

  • Part of the team that advised the Kenya Airports Authority (KAA) who had received a Privately Initiated Investment Proposal (“PIIP”) from Kenya Airways PLC (“KQ”) in which KQ was proposing to have KAA concede to it the operations and management of Jomo Kenyatta International Airport. Under the proposed PIIP a Public Private Partnership (PPP) would be created between KAA and KQ to realize crucial operational and strategic synergies. Under the PIIP, KAA would delegate certain physical, tangible, intangible and other assets of whatsoever nature existing at the JKIA site which are required by KQ to perform and undertake the concession services and any service contemplated under a concession agreement.
  • Part of team that advised one of the largest corporates on compliance with the anti-money laundering and countering the financing of terrorism legal and regulatory framework. The transaction involved conducting a legal due diligence on the reports prepared and the internal operations to ensure conformity with the anti-money laundering and countering the financing of terrorism legal and regulatory framework.

Real Estate and Mixed-Use Developments 

  • Part of the team that advised Tatu City a real estate development company, on all aspects of the legal structure for a proposed mixed-use development on 2, 500 acres, Tatu City, in Ruiru Municipality. The project, which at completion will have 60,000 residents, includes elements of public private partnerships in the development and elements of infrastructure, in particular roads, water and sanitation. We developed a master declaration of covenants restrictions and easements which will at as the constitution of the entire city to ensure that the development controls envisaged by our client will continue to bind the users of the cities and enhance its viability. I am currently handling the end user sales and registration of leases with a specific bias to bulk land sales. 
  • Part of the team that is advising Urban Housing Renewal Development LLP on all legal aspects of the transaction including advising and negotiating the terms of the joint venture agreement with the County, the various transactional documents with the consultants in the project, legal documentation relating to the interest in the project land, structure the project financing for the cost of the development, structure the provision of the off-site trunk infrastructure with different governmental bodies, advise on a Master Plan for the project in line with the development and design vision, linkages between various parts of the physical parcel, services and common areas and participate in the review and interrogation of the sales and marketing strategy as well as the urban management strategy as well as the sales to the end users. This project is part of the President of Kenya’s Big 4 Action Plan to i) enhance the manufacturing industry to contribute up to 20% of Kenya’s GDP by the year 2022; ii) ensure 100% food security and nutrition to the citizens of Kenya; iii) ensure 100% universal health care for the citizens of Kenya; and iv) providing 500,000 new affordable homes to Kenyans. The current owners of the houses in the Pangani project will be paid relocation rent of Kshs. 25,000.00 (USD. 250) per month for the duration of construction of the project, which is estimated to be 36 months and shall be given first rights of occupation when the project is complete. When the project is completed, the houses in the affordable homes scheme in the project shall be put up for sale to members of the public whose basic salary is less than Kshs. 100,000.00 (USD. 1,000.00) per month. Some units will be sold at the prevailing market value for persons who earn more than Kshs. 100,000.00 (USD. 1,000.00). It is important to note that each purchaser shall not be allowed to transfer the house within the first eight years from date of purchase; and an eligible purchaser is entitled to purchase only one house per household.
  • Part of the team that advised Kenya Wine Agencies Limited (KWAL) in the purchase of ten (10) acres in Mchana Estate which a product of Tatu City and extension of the current industrial park. He played an active role negotiating the Term Sheet, the Agreement for Sale and prepare and the Lease in favour of KWAL. The exercise included conducting an extensive due diligence on the litigation matters affecting the shareholders of Tatu City. Advised Kenya Wine Agencies Limited on special economic zones and the benefits that would accrue to Kenya Wine Agencies Limited from buying in the special economic zone since Tatu City had already designated the property and subsequently been issued with a special economic zone licence. 
  • Advising the LANTech (Africa) Limited on the Urban Renewal and Redevelopment of Buxton Estate in Mombasa County on all legal aspects of the transaction including the joint venture agreement with the County, land acquisition, legal structuring of the project and the end sales to the users.
  • Part of the team advising Amboseli Golf Resort Hotel and Spa Limited on all aspects of the legal structure for a golf course, resort and high-end holiday cottages to be erected on about 400 acres in Kajiado. This includes the negotiation of the contracts relating to the construction and management of the golf course and the hotel. We are also handling the end user sales and registration of leases 
  • Advising a developer with 1,400 acres of Land in Naivasha. The land owner wishes to sell a portion of the Land comprising 115 acres. The objective is to create parcels of about 5-20 acres which will thereafter be sold to end-users. The proposed project sits in the heart of the Naivasha adjacent to the Lake Naivasha, an iconic gem in Kenya. More so, the developer owns a conservancy around the project land where myriad of wildlife is kept under its protection in its vast land safe from the wildlife bandits. The home owners will be required to develop at most 40% of the parcel of land leaving the remainder of the land green. The project shall also accommodate retirement homes providing the elderly a place to enjoy their prime years. The transaction will require the creation of a master plan for the project as well as setting out a governance structure for the project that will take into consideration the conservancy. 
  • Advising a real estate company unique in the industry for its provision of unique and affordable property across the country undertaking two projects, one in Nakuru and the other in Machakos. The transaction involves the structuring and sale of residential apartments in the 2 projects, change of use of the property, project finance, negotiating and drafting the various contracts required in the project and representing the client in the end sales to the home owners. 
  • Part of the team advising a Golf Resort and Spa developer in the corporate structuring of the development company and its related companies including preparation of shareholder agreements, advising on a management agreement with Wyndham, advising on the financing structure of its tourism construction facility afforded by the African Development Bank, fund raising from equity investors and the real estate structuring of a golf estate. 

Banking 

  • Advised KCB Bank Kenya Limited on its top 20 corporate borrowers with over KES 1 Billion facilities from the Bank. The transaction involved due diligence on the securities created and the ancillary contracts and agreements and the registration formalities.
  • Part of the team that advised on structuring and creating various securities to secure borrowings by one of the largest textile companies in Africa amounting to KES 3.5 Billion to finance the company’s expansion and working capital.
  • Advising a bank client on the structure, operational and legal framework of mortgage backed securities.
  • Conducted trainings on the Companies Act, 2015 and the Insolvency Act to its bank clients and other financial institutions.
  • Advising a Kenyan Bank in the structuring of a syndicated loan facility with a Mauritian Bank with respect to a Kenyan steel company where the steel company has taken a facility amounting to USD. 4,000,000.00 from the Mauritian Bank and USD. 2,015,800.00 from the Kenyan Bank.

Languages 

  • English
  • Swahili 

Countries of Work Experience 

  • Kenya
  • Post Graduate Diploma in Law, Kenya School of Law, Nairobi
  • University of Nairobi, Bachelor of Laws LL.B. (Hons)