Commercial transactions rely on contractual agreements, and so when parties negotiate logistics, supply, or services, the law respects their freedom to enter contracts on chosen terms. But what happens when one side acts in ways that create legitimate expectations and the other abruptly walks away? The recent High Court decision in Bollore Transport & Logistics Kenya Limited v LC Waikiki Retail KE Limited [2026] KEHC 1060 (KLR) grappled with that precise tension between contractual freedom and commercial fairness.
In 2020, LC Waikiki Retail KE Ltd, a retail fashion company, sought a logistics partner in Kenya. It issued a Request for Quotation (RFQ) covering warehousing, transport and related services. Bolloré Transport & Logistics Kenya Ltd submitted a proposal based on the volumes and service levels in the RFQ. After evaluation, LC Waikiki issued a nomination letter on 28 January 2021 naming Bolloré as its logistics partner.
Importantly, the parties did not sign any formal logistics services contract before implementation planning began. Instead, they formed an implementation committee, scheduled a “Go-live” date of 15 June 2021, and embarked on system integration, infrastructure setup, and logistical preparations. Relying on LC Waikiki’s representations, Bolloré leased warehouses, bought equipment, hired staff, and incurred substantial costs. Shortly before the agreed start date, LC Waikiki withdrew from the arrangement. It took the position that no binding contract was ever concluded and that any preparatory costs were incurred at Bolloré’s own risk. Bolloré sued, claiming Ksh 15,534,784.69 for expenses it incurred in reliance on LC Waikiki’s conduct.
LC Waikiki’s defence rested on a fundamental contractual principle: parties are free to contract only when they intend to be bound. It maintained that the RFQ was merely an invitation to engage and did not guarantee business or fixed volumes; that the nomination letter was conditional upon successful system integration and execution of a formal written agreement; and that no formal contract was ever signed, and the discussions remained pre-contractual. On this view, LC Waikiki argued it was within its rights to halt negotiations when integration was delayed and make no payments to Bolloré, since no formal contract existed.
The High Court while agreeing that an RFQ alone does not constitute a contract, it examined the parties’ conduct after the nomination letter was issued. The Court ruled that what mattered was the joint planning and integration by both parties actively participating in the implementation discussions and ultimately agreed on a Go-Live date.
The Court took into account the fact that LC Waikiki neither cautioned Bolloré against incurring preparatory costs nor expressly stated that expenses would be at Bolloré’s risk. Further, evidence showed that in logistics industries, contracts may be finalized post-Go-live to allow for necessary adjustments during transition. The Court found that LC Waikiki’s conduct created a reasonable expectation that the engagement would proceed, and Bolloré acted in reliance by making investments. Equity, the Court held, will not allow a party to induce such reliance only to resile when convenient.
Applying these principles, the Court concluded that a binding contract by conduct arose between the parties, even in the absence of a formally signed document. It applied the doctrine of promissory estoppel, which prevents a party from denying a representation that another party has relied on to their detriment.
This case holds several practical takeaways for companies engaged in commercial negotiations. First, conduct during implementation can create contractual obligations even in the absence of a signed document. Parties should be cautious when giving assurances or participating in joint planning. Second, companies must carefully manage preparatory costs and understand that investing based solely on another party’s conduct can lead to disputes. Third, if a party does not intend to be bound until formal contract execution, it must clearly communicate that and avoid conduct that could reasonably be understood as commitment.
Bolloré v LC Waikiki highlights a sophisticated balance in commercial law between respecting freedom of contract and ensuring fair dealing. Freedom to choose terms is fundamental, but courts will not let parties exploit informal conduct to escape liability. For businesses, the decision is a clear reminder: commercial fairness matters just as much as contractual freedom.