The Commercial Case Law Index is a collection of judgments from African countries on topics relating to commercial legal practice. The collection aims to provide a snapshot of commercial legal practice in a country, rather than present solely traditionally "reportable" cases. The index currently covers 400 judgments from Uganda, Tanzania, Nigeria, Ghana and South Africa.
Get started on finding judgments that are relevant to you by browsing the topic list on the left of the screen. Click the arrows next to the topic names to reveal a detailed list of sub-topics. Most judgments are accompanied by a short summary written by subject-matter expert postgraduate students from the University of Cape Town.
The respondent sold a car to a man who paid half price and took the vehicle
leaving the original registration book with the respondent. The new buyer on
the same day sold the car to the appellant. The respondent bought a suit
against the appellant and his predecessor in title for orders of specific
performance of the sale agreement, damages, interest and costs of the suit.
The trial court entered judgment for the respondent and the appellant’s
appeal to the court of appeal was dismissed hence this appeal.
The first issue was whether the appellate court erred in law and in fact to conclude that the respondent could not be sued. The court observed a difference in the extent of immunity accorded in the domestic act and that granted in the Eastern and Southern African Trade and Development Bank Charter of the Preferential Trade Area (PTA) for Eastern and Southern African States (the charter) and Eastern and Southern African Trade and Development Bank Act (the act), with the charter providing for absolute immunity whilst the act offered functional immunity. It reasoned that the intention of the act is to govern the relationship between Uganda and the respondent. Applying the ejusdem generis rule (that a general term describing a list of specific terms denotes other things that are like the specific elements) to interpret the objectives of the act, the court concluded that immunity was not intended to extend to third party relationships as these are not covered by the functionality principle underpinning the act. The court held the appellate court erred in its finding and instead concluded against immunity.
The second question was whether it was a procedural requirement to obtain a waiver before instituting suit against the respondent. Reiterating the functionality basis of the respondent’s immunity and the fact that it did not extent to suits from third parties for contractual breach, the court reasoned that the waiver requirement was inapplicable and unnecessary. It thus concluded that there was no need to obtain a waiver before commencing suit and allowed the appeal.
The matter involved a dispute as to whether there was a contract and in effect breach of contract.
The main issue before the court was whether there was a contract for sale of goods and in consequence whether there was breach. Citing trite law that there is no contract if there is no agreement on the essential terms of contract, the court established that the alleged contract did not mention the amounts allegedly guaranteed whilst the demand for payment itself was not linked to the telephone transactions. The court considered the definition of a proforma invoice and concluded the alleged contract was part of negotiations and was therefore an offer to treat. As there was no indication of agreement on the essential terms, there was therefore no contract and consequently no breach of contract.
In obiter, the court also dealt with the question whether special damages were rightfully awarded by the court a quo. Acknowledging special damages as damage in fact caused by wrong and the claim requirements for specificity of pleading and proof, the court concluded that the award of special damages was inconsistent as liability could not be imported on a non-existent contract.
The court thus concluded in favor of the appellant and allowed the appeal.
The plaintiff sued the defendant state organ for the balance of payment for construction services rendered in respect of a government-owned school premises. It contended that the defendant had failed to pay the agreed-upon amount timeously; his sum claim was therefore the unpaid balance plus compound interest. The defendant contended that the plaintiff had been paid in full – the principal amount plus simple interest for the period of delay. As the agreement was unwritten, the court had to establish its terms. The determination of the type of interest was integral as the parties had not considered this at the time of contracting.
That the defendant was in breach due to its prolonged delay in effecting payment was quickly established by the court. Considering the nature and purport of contractual damages, it established that compound interest was apposite. Examining the plaintiff’s exhibits of standard industry lending rates sourced from the Bank of Uganda, the court determined the correct rate of interest at 22% p.a. and ruled in favour of the plaintiff. It held further that the award of compound interest sufficiently compensated the plaintiff for its restitutionary and expectation interests, thereby obviating the need for general damages.
This case involved an allegation that the defendant had not paid fully for services stipulated within an advertising agreement with the plaintiff. This case illustrates the importance interpreting the terms within a contract in line with what the parties to that contract had agreed.
The court held that the court’s duty is to interpret clause 4 of the contract in order to determine what the parties had agreed to. The court had regard to statements of English authority on the interpretation of commercial contracts. In particular,
that ‘[t]here must be ascribed to the words a meaning that would make good commercial sense … and not some meaning imposed … that no businessman in his right senses would be willing to incur.’
The court was satisfied that the according to the terms of the contract, the plaintiff as the ‘landlord’ had provided the defendant as the ‘advertiser’ space for advertising, and undertaken the contested printing activities for its benefit. The court held that the only sensible interpretation of the contract was that the cost of this printing was to be borne by the defendant because the alternative view would lead to a conclusion that ‘flouts common business sense’.
The court ruled that the defendant was supposed to pay the 3.5 million Ugandan shillings for the printing.
The plaintiff’s witness testified that the parties entered into a contract of hire for some construction equipment. The parties agreed that the plaintiff would would hire the equipment for a period of two months for payment .
Before the expected due date for the agreed payment, the defendant sought for a grace period.The plaintiff granted the grace period. However after expiration of the grace period, the cheque from the defendant returned unpaid and marked with the words ‘refer to drawer’. Upon failure to locate the defendant the plaintiff filed suit.
The plaintiff was found to have executed its part of the contract. The defendant’s failure to make funds available on his account constituted a breach of the terms of the contract.
It is trite that special damages must be specifically pleaded and strictly proved. The plaintiff was found to have proven this and thus special damages were awarded. Due to non-payment the plaintiff was denied its expected income and inconvenienced. Hence, general damages were granted. The plaintiff was for this reason further awarded interest on the special damages at the rate of 25% per annum from the date the default of payment arose.
This case involved a memorandum of understanding that was departed from orally by both parties. This case illustrates how an oral variation leaves the written contract enforceable.
The court considered three issues, whether there was a valid contract, whether the counter-defendant had breached the contract, and if the counterclaimant is entitled to the remedies available.
The court held that the burden of proving misrepresentation rests on the party alleging it. Secondly, a breach of a contract arises when a party to a contract fails to meet its contractual obligation. However, where a party waives its rights, it cannot claim damages for breach on the same contract. Lastly, the court held that a party must take all reasonable steps to mitigate loss following a breach.
The court was satisfied that there was no proof of misrepresentation on the part of the counterclaimant. The court found that though there was breach of the contract by the counter-defendant, the counter-claimant had waived its rights and could not claim damages for breach on the same contract. The court was satisfied that the counter-claimant did not mitigate its loss and was therefore not entitled to any special damages.
The plaintiff filed an action against the defendant for breach of contract, special damages, general damages, interest and costs of the suit. The two issues were whether there was a legally binding contract for decorating services between the plaintiff and the defendant and whether the plaintiff is entitled to the remedies claimed.
It was submitted that under s 55 of the Public Procurement and Disposal of Public Assets Act 2003 (PPDA or the act) all public procurement has to be carried out in accordance with the rules set out in the act and regulations and guidelines made under the act. The court held that there was non-compliance with the PPDA regulations on procurement of services.
The court stated that the act was established to ensure the application of fair, competitive, transparent, non-discriminatory and value for money procurement and disposal standards and practices. Although there was non-compliance with established procedures as set out above, the contracts committee subsequently agreed with the methodology chosen albeit after the event. They ratified the process.
The court went on to decide that on the first issue thereof of whether there was a legally binding contract for decorating services between the plaintiff and the defendant, that the permanent secretary upon clearance by the Contracts Committee was under obligation to retrospectively regularise the procurement of the services of the plaintiff representing a consortium of companies which carried out decorations. The failure to regularise the procurement of the services of the plaintiff worked injustice because the plaintiffs remained unpaid for services procured and which had been cleared by the Contracts Committee.
Each of the parties accused the other of breach of contract. The plaintiff alleged breach in terms of non-payment for services conducted. The defendant counter-claimed breach in terms of failure to comply with the set completion time and providing substandard quality work.
The defendant also contended that should it be found liable, it should be indemnified by a third party as it has been negligent in doing its work.This court held that the defendant is not entitled to indemnity or any contribution from the third party.
The court found that there was no breach of contract by the plaintiff in so far as completion time is concerned. The defendant waived the right to complain about completion time and was estopped from raising the issue. The defendant was found to not be entitled to monies claimed in the counterclaim, as there was no basis for it and this court had already held that the defendant waived its rights.
The plaintiff was found to be entitled to the monies reflected on two certificates. The plaintiff was not awarded the contractual interest claimed because the court held that the the defendant was justified in not paying contractual interest for an erroneously issued certificate.
Following its non-payment for construction services rendered, the plaintiff sued the defendant for breach of contract. A counter-claim was lodged alleging that the plaintiff breached the parties’ agreement through a significant delay in performance and sub-standard discharge of its obligations. Insofar as the third party had issued unqualified certificates of completion for the plaintiff’s/counter-defendant’s alleged malperformance, the defendant/counter-claimant contended that it was negligent and therefore liable for a degree of indemnification.
The defendant/counter-claimant was found to have impliedly waived its right to liquidated damages for late performance and consequently estopped from enforcing it. The court found further that the plaintiff’s/counter-defendant’s performance, while flawed in some respects, was not materially defective. The issuing of a certificate of completion marks the close of liquidated damages liability and commences the period of defects liability, where errors in performance are identified and submitted to the contract debtor for rectification. Failure to rectify does not give a right to sue for breach but rather gives the employer the right to refuse to release retention monies.
The third party was found to have conducted its work competently, barring one erroneously issued certificate, and was under no obligation to indemnify the defendant. The defendant was therefore indebted to the plaintiff for the outstanding amounts stipulated by the lawfully issued certificates. Because the defendant had accepted and made use of the plaintiff’s performance, despite the erroneously issued certificate of completion, the court found that it was liable to compensate the latter under the law of unjustified enrichment. Judgment was entered for the plaintiff with costs.
The plaintiff sought relief from the court for alleged breach of contract said to have been committed by the defendant. The alleged breach was on the basis that the defendant had renewed a contract the parties had entered into and breached the contract by awarding a tender to another bidder.
In considering whether there was a breach of contract, the court essentially had to decide whether the contract between the parties was renewed.
The court held that the contract was not renewed, thus no breach of contract had taken place.
The court examined the clauses of the contract that was entered into along with legislation that provides guidance regarding procurement in local government in reaching its decision. From the above instruments, the court stated that for renewal to take place, it would have to be in accordance with clause 17.1.1 of the contract and through legislation.
Seeing that that was not the case, the court stated that there was only an oral understanding between the parties to continue working together even after the contract between them had expired.
The suit by the plaintiff was dismissed with costs. Since there was no breach of contract, no remedies were available to the plaintiff.
The plaintiff company brought a suit against the defendant school and its deputy headmaster for breach of contract stating that the defendants failed to pay for services rendered by the plaintiff.
There were two issues before the court: whether there was a valid contract between the parties and whether the plaintiff carried out their services in accordance with local purchase orders 1941 and 1942.
The court held that there was a valid contract between the parties. It was also held that in rendering services, the plaintiff did not supply and install certain items in accordance with local purchase orders 1941 and 1942.
Regarding the validity of the contract, the court found that the second defendant had apparent authority to sign the local purchase orders meaning the contract was valid and that there was no express provision in the legislation stating that non-compliance vitiates legality of contract. In addition, the court found that the first defendant accepted the goods when they were delivered to it and had to pay accordingly.
The court’s judgement relied on a report by the Ugandan National Bureau of Standards which found that some of the items installed by the plaintiff were substandard.
The court awarded the plaintiff Shs 216,000 for delivery of goods and Shs 84,000 for general damages. In addition, the court awarded the plaintiff interest on the above amounts until payment was made in full.
The plaintiff sued the defendant for breach of contract following its failure to pay in full – inclusive of VAT and penalties accruing from delayed payment – for construction services rendered. Two clear issues arose: whether the plaintiff was entitled to the sum claim and what remedies were available to the litigants. The contract provided for specific procedures in the event of disputes between its signatories. The plaintiff’s grievances with the project manager’s final certificate (which confirmed the amount owing by the defendant) ought to have been aired via these channels, so the defendant could be alerted thereto.
Because timeous and effective payment was based on certificates, the court found that the defendant could not be held liable for non-payment exceeding the certified amount. The court accordingly reduced the sum claim. Because the defendant had hampered the plaintiff’s commercial endeavours through its breach, it stood liable for general damages. The plaintiff provided no elucidation on the quantum thereof, and so its determination fell to the court’s discretion.
The plaintiff supplier sued the defendant – its Local Technical Representative (LTR) in accordance with the National Drug Authority Act for the distribution of pharmaceutical products – for breach of contract. The defendant failed to pay the plaintiff for the assorted products it supplied. The plaintiff consequently claimed for loss of income, damages, interest and costs of suit. The defendant lodged a counter-claim alleging that the plaintiff/first counter-defendant had breached the memorandum of understanding concluded between the parties and had, through various means, attempted to cripple the defendant’s/counter-claimant’s enterprise. It alleged further, as the basis of its challenge to the legality of the arrangement between the first and second counter-defendants, that the just-mentioned parties had colluded in this endeavour so as allow the latter to become the new LTR.
The defendants/counter-claimants successfully raised the procedural bar of res judicata – which prohibits judicially-decided matters from being heard afresh a second time – concerning the plaintiff’s claim, given that the matter of their indebtedness thereto had been resolved in the settlement of antecedent winding-up proceedings. To what extent ought the defendant’s/counter-claimant’s challenge have been raised as part of the previous lawsuit? Suggesting that res judicata was applicable to both parties’ claims, the court nevertheless considered the counter-claimant’s’ case in respect of the first and second counter-defendants and found no measure of illegality or bad faith on the evidence. The counter-claimant was additionally time-barred from seeking review of the National Drug Authority’s decision over the LTR change.
The plaintiff’s suit and defendants’ counter-claims were accordingly dismissed with costs.
In this case the applicant wanted a writ of mandamus to compel the first respondent to pay the outstanding amounts with interest as ordered from the High Court. This case emphasizes that there must be a clear right in order to use a mandamus.
The court held that in order to obtain a writ of mandamus the following must be established: (1) a clear legal right and a corresponding duty in the respondent; (2) that some specific act or thing which the law requires that particular officer to do has been omitted to be done by him; (3) lack of any alternative, and (4) whether the alternative remedy exists but is inconvenient, less beneficial or less effective or totally ineffective.
The rights of the party seeking the writ of mandamus must not be doubtable. The court was not satisfied that the issues regarding the interest to be awarded and the amount due where properly determined. The court found that the applicant’s rights were doubtable. The court dismissed the application and advised the parties to seek an appropriate intervention to give proper interpretation of the trial judge’s judgment.
The plaintiff brought an action for breach of contract, for the defendant to pay the balance of the money paid by the plaintiff to the defendant in terms of their contract, and for interest on the amount.
The sourt held that on the evidence the defendant failed to deliver all the sugar within the seven weeks. The defendants did not adduce any evidence to the contrary, and the plaintiff was entitled to refund of the money paid for the sugar. The issue was whether general damages ought to be awarded in addition to interest on the outstanding amount.
Section 50 of the Sale of Goods Act provided that the remedy for wrongful non-delivery was damages. The measure was the estimated loss directly and naturally resulting in the ordinary course of events from the seller’s breach of contract. General damages will usually be awarded to place the plaintiff in as close a position as possible they would have been had the injury not occurred. Where interest is awarded for deprivation of monies to be paid, then general damages will not be awarded in addition to interest. The award of interest would place the plaintiff in its original position.
The court held that the plaintiff did not adduce evidence of what loss was suffered to warrant an award of general damages. Interest was therefore awarded in lieu of general damages.
The plaintiff instituted an action against the defendant to recover a sum of money owed to the plaintiff for the construction of a television complex constructed by the plaintiff on the defendant’s premises. The defendant submitted a counterclaim.
The court was faced with a number of issues to resolve, namely: whether the deed of variation entered into by the parties was void for illegality; whether the plaintiff breached he contract; whether the plaintiff is entitled to any remedies and whether the defendant is entitled to their counter claim.
The court held that (i) the deed of variation was enforceable; (ii) the plaintiff was not in breach of contract; (iii) the counter claim by the defendant must fail and that the plaintiff was entitled to remedies for the sum withheld.
The court relied on existing legislation to distinguish between variation and amendment- the former dealt with changes in the contract relating to the price, completion date or statement of requirements of the contract and the latter related to changes in terms and conditions of the awarded contract. The court relied on witness testimonies from which it determined that the plaintiff was not in breach of contract.
The defendant’s counterclaim was dismissed, and the plaintiff awarded Shs 749,884,386 being the money owed to it by the defendant. Interest was set at 19% p.a. Costs were ordered in favour of plaintiff.
The plaintiff instituted a civil action against the defendant for breach of contract and sought the following remedies: an order for specific performance, special damages, general damages and interest.
The court had to consider whether the plaintiff had a cause of action, whether the defendant was in breach or failed to perform and whether the plaintiff was entitled to any relief.
The court held that a cause of action existed and that the defendant was indeed in breach as he failed to perform his part of the bargain, consequently the plaintiff was entitled to relief.
The court stated that where a plaintiff has a liquidated demand, there is no need to assess the demand where no defense is presented. The court relied on previous judgments that made a distinction between a liquidated demand and pecuniary damages. With further reliance on existing civil procedure legislation, the court found that the plaintiff was entitled to judgement based on the liquidated demand.
The court awarded judgment in favour of the plaintiff for the amount on the liquidated demand. Due to no evidence being led, relief in the form of special and general damages was not awarded. The court granted the plaintiff 10% interest on the amount in the liquidated demand.
The plaintiffs sued the defendant for breach of contract. The first plaintiff claimed US $190,747 for services rendered to the defendant. The second plaintiff claimed US $3,085 being the outstanding balance for provision of services to the defendant before their contract was terminated. The plaintiffs each reached a settlement agreement in which the defendant was going to pay a portion of the claimed amount.
The plaintiffs later claimed they concluded the first payment under duress, and sought the full amounts originally claimed plus interest.
The defended raised a defence of res judicata on the grounds that the case was premised on a subject matter which has been previously decided. It produced letters of acknowledgment of full payment.
The court dismissed the res judicata defence on the basis that this was a different case because there were new parties and that the plaintiffs were now seeking interest. However, the court held that there was no evidence of duress and if the plaintiffs were assaulted they should have made a police report. The court ruled that it cannot ignore the letter of acknowledgement of full payment on the grounds that a contract entered by parties should be respected.
The case was dismissed with costs.
This is a case relating to to a contractual dispute where the plaintiff was suing the defendant for breach of contract.
The defendant had been contracted by the Uganda Revenue Authority to construct a border post. The defendant then sub-contracted the plaintiff to perform certain work under three contracts. The plaintiff alleged that the defendant unlawfully terminated one of the contracts after they demanded payment. The defendant contended that it was the plaintiff who unilaterally terminated the contract by halting work at the site resulting in the defendant taking over the work. The defendant further counter-claimed that the plaintiff used some of their equipment and as result the plaintiff owes them compensation.
The court held that there were disparities between the plaintiff’s witnesses and that the defendant did not unilaterally terminate the contract. It ruled that the defendant could not be held liable for any sum of money beyond payment for work the plaintiff had actually performed. The court also found that there was no evidence to show that the amount of work done was to a value in excess of what was paid.
The case was dismissed. The counter-claim was equally dismissed for lack of evidence
The dispute emanated from the arrest of the plaintiff’s workers on the instruction of defendant, the National Forestry Authority on allegation of illegally felling trees. This was despite the fact that the plaintiff was licensed to harvest the trees. The plaintiff was forced to pay 150 000 shillings for the tools and logs impounded by the police.
The plaintiff claimed compensation amounting to 3 million shillings for mistreatment, mental health and psychological torture at the hands of the defendant. She further claimed special damages for loss of income. The plaintiff submitted that the defendant breached the license awarded to the plaintiff to harvest abandoned logs
The defendant contended that that the plaintiff breached her license by illegally harvesting timber beyond what was permitted by the license. It argued that the plaintiff’s claim was outrageous in view of the fact that she abandoned the license and that the allegations of mistreatment was frivolous. On special damages, the defended argued that the plaintiff failed to produce evidence to show any loss.
In deciding the matter, the court held that the defendant was in breach of its obligations towards the plaintiff and awarded damages of 3 million shillings for breach of the contract, lost opportunities and inconveniences suffered. The claim for special damages was dismissed.
The plaintiff was contracted to supply a fleet of vehicles to the defendant. The parties agreed that the plaintiff would supply the vehicles on the specified date of the launch of a fundraising drive; as the cars were required as prizes in a lottery. Upon delivery, the defendant was to ensure that 100% of the purchase price was paid within two weeks after the launch.
The plaintiff supplied four vehicles timeously but the remaining were allegedly delivered late. The defendant subsequently failed to make payment for the vehicles. The plaintiff filed an action for breach of contract. The issue before the court was whether the defendant was liable for breach of contract and whether the plaintiff was entitled to the remedies sought.
This court held that the loss which the plaintiff claimed to have incurred was self-inflicted. This court found the plaintiff’s suit had no merit and suite was dismissed. The reason being that the plaintiff’s evidence was said to not proven supply of vehicles and breach of contract on the defendant's part.
The defendant procured the services of the plaintiff for upgrades to some of the city’s drainage sites. Following the defendant’s non-payment – pursuant to the issuing of several interim payment certificates by the project manager – the plaintiff terminated the contract, upon which time a final certificate was issued by the project manager for work hitherto completed, in observance of the agreement’s termination procedure. The defendant objected to the payable figures outlined in the final certificate due to its apparent failure to factor in alleged performance anomalies on the part of the plaintiff. The defendant unilaterally reviewed the certificates before issuing a final certificate with a reduced outstanding fee. Establishing which set of certificates was legally enforceable formed the heart of the dispute.
The court ruled in favour of the plaintiff, finding the defendant’s claims to be substantially impaired on several grounds. The regulations impacting the issue and review of payment certificates came into force after the conclusion of the contract, so general legal principles and the agreement’s terms took precedence in the court’s analysis. The defendant’s unilateral amendment of the final certificate did not accord with the parties’ General Conditions of Contract; it was not delivered to the plaintiff nor agreed to in writing thereby.
The issuing of final certificates creates a liquid debt – discrepancies ought to have been raised prior to certification and resolved by adjudication or arbitration as per the parties’ agreement. Failing this, the court found that the set-off sought by the plaintiff ought to have been raised in the current suit via counter-claim and not through unilateral adjustment of the final certificate.
The defendant was found further to have misrepresented a final certificate of completion to the plaintiff, following the project manager’s issuing thereof, and consequently estopped from raising the erroneous conduct of its project manager as a justification for its non-payment. The plaintiff was awarded damages with interest reflecting the conventional rate for commercial banking.
The plaintiff’s action against the defendant is for a declaration that the defendant breached the contract executed with the plaintiff for the supply of 1000 metric tons of bitumen.
The issue was whether the defendant breached the contract entered with the plaintiff. The court held that it amounted to a breach of a contract whilst reiterating that the plaintiff made it impossible for the defendant to perform the contract.
The court considered whether the defendant breached the contract for the agreed timeline or the plaintiff breached the contract by failure to take the supply of what the plaintiff ordered hence the counterclaim. It was then a question of fact as to whether any contract is frustrated by any even or factor looking into the obligations of the parties. In this case the frustrating event advanced by the defendant is blockage of its money.
The court explained the principle of frustration. Section 66 (1) of the Contracts Act 2010 provides for discharge of parties to a contract from future performance of the contract unless the opposite party assumed the risk of impossibility. It simply means that both parties ought to be discharged of their obligations for the future performance of the contract. In other words the defendant is discharged from the supply obligation as much as the plaintiff is discharged from the obligations of a buyer.
The court ruled that the contract had not been frustrated and the defendant was in breach of contract.
In 1998 the appellant filed a suit against the respondent, to which the responded reacted with a counter-claim. The appellant’s claim was withdrawn in 2006 but the respondent’s counter-claim was not. The trial judge ruled in favour of the respondent. The appellants were dissatisfied with the decision and filed an appeal.
The Court of Appeal considered whether the burden of proof of fraud alleged in the counter-suit rested on the appellants. The court held that the burden of proof rests on the party who alleges that fraud was committed. In this case, the appellants had withdrawn their case against the respondent and only the respondent’s counter-claim remained. Consequently, the court upheld the appellant’s complaint and placed the burden to prove that fraud was committed on the respondent.
The court then considered whether the lease of the suit property to the first appellant was fraudulent and reviewed the lower court’s order in cancellation. The court held that fraud must be specifically pleaded and strictly proved and cannot be left to be inferred from the facts. Neither party attempted to prove fraud against the other. Therefore, the courts held that the lease of the suit property to the first appellant was not fraudulent and that the trial judge should not have cancelled the first appellant’s certificate of title.
The court also considered whether the respondent’s lease agreement was breached because the first appellant denied the respondent possession of the suit land and reviewed the lower court’s order to extend the respondents lease. The court found that the respondent was in breach of contract and, therefore, had no right of possession and overturned the trial judge’s order to extend the respondent’s lease because the respondent had failed to request it in due course.
All grounds of the appeal succeeded.
Plaintiff instituted proceedings for breach of contract, special damages, and general damages. Defendant denied any breach took place, and contended that the dispute ought to have been referred to an arbitrator. Defendant also instituted a counterclaim for breach of contract.
The defendant approached the plaintiff for assistance in carrying out a contract with BCEG (Rwanda), and entered into a memorandum of understanding that the profits after expenses would be divided. The defendant failed to pay plaintiff an outstanding amount of monies, or for expenses incurred.
The issues for determination were whether the matter ought to have been referred to arbitration; whether the defendant breached the contract; and the remedies available to the parties.
Regarding issue one, the court stated that the matter could only be referred to arbitration in terms of the parties’ agreement if any of the parties applied to court for arbitration. Though an arbitration clause existed, no application was made to refer the matter to arbitration. The court could not invoke its inherent jurisdiction to refer the matter to arbitration without an application being made.
As regards issue two, the court found that the plaintiff proved that the defendant breached the contract. The defendant failed to deal specifically with the claims of the plaintiff, and instead provided blanket denials which the court held to be insufficient to disprove the plaintiff’s claims.
As regards the remedies available to the parties, the plaintiff failed to prove liability for special damages, but was entitled to general damages.
The defendants applied for credit facilities to obtain steel products from the plaintiff. The second and third defendants stood surety. The plaintiff contended that the defendants refused to pay for the steel products. The proceedings were for breach of contract, and special and general damages. The defendants denied concluding the contract, and argued the matter ought to be heard in South Africa.
The issues for determination were whether the court lacked jurisdiction; whether there was a contract between the parties; whether the defendants breached the contract; and whether second and third defendants were liable.
On the issue of jurisdiction, the court considered the agreement. It was clear that the parties consented to the jurisdiction of the High Court of South Africa, however the court held that the Constitution and Judicature Act provided it with unlimited original jurisdiction in all matters. Even when parties had an exclusive jurisdiction agreement, the High Court of Uganda still had jurisdiction to hear and determine the matter before it.
Regarding the existence of the contract, the law required the plaintiff to prove the documents were signed by the second and third defendants. The court found that the plaintiff proved it entered into a valid contract with the defendants.
Whether the defendants breached the contract, the court held that the first defendant breached the contract by failing to pay for the goods, and that the second and third defendants were liable as sureties.
Plaintiff was awarded special and general damages.
This was an application for an order of specific performance compelling the defendants to sign transfers of an aircraft.
The court considered the indebtedness of both parties to each other and held that the plaintiff was indebted to the defendants in respect of leasing and purchasing. The court applied the rule that people who freely negotiate and conclude a contract should be held to their bargain and found that the plaintiff’s defence of duress was unviable, since the defendants were entitled to ground the aircraft on grounds of non-payment.
Secondly, the court determined whether the defendants/counterclaimants were entitled to the interest payments claimed in the counterclaim. The court held that the defendants were entitled to the interest as agreed upon in the reconciliation document.
Thirdly, the court considered whether the counter-claimants/ defendants have a cause of action against the second defendant. The court relied on the concept that only parties to a contract can sue for breach (privity of contract). It observed that there were exceptions to this rule where a third party can prove that he is a beneficiary of the contract between the two people. The court held that the defendants were third party beneficiaries since the loan agreement between the first defendant and the second defendant was for their benefit.
Accordingly the case was dismissed and the defendant was awarded special damages and general damages as prayed for, but denied aggravated damages.
The appellant who undertook to invest and acquire shares in a telecom company brought an action
against the respondents for breach of contract, damages and interest. The appellant’s suit was dismissed
on a preliminary point of law as it disclosed no cause of action against the 2 nd and 3 rd respondents.
The matter involved a dispute over the defendants’ refusal to release a certificate of title pursuant to an agreement to do so.
The first issue was whether the defendant was justified in not releasing the certificate of title belonging to the plaintiffs. The court observed that the defendant’s conduct in refusing to release the title created an impression of premeditated non-performance with the defendant only using the purported mala fides (bad faith) conduct as a farcical reason. The court thus concluded the defendants' conduct was unjustifiable.
The second issue was whether the conduct led to loss for the plaintiffs. Concerning whether there was loss of profits due to the plaintiffs being detracted from clearing their indebtedness the court found there was insufficient evidence to support it.Similarly, on the corresponding allegation that the conduct resulted in the incurring of interests due to another creditor, the court held that payment of interests had not been proved by the plaintiff. It thus denied the claim for both loss of profits and interest payments.
However, the court did accept that the actions of the defendant prevented them from discharging their indebtedness and thus resulted in the incurral of interest. It thus absolved the payment of the interests that arose within the affected period and consequently snuffed the corresponding counter-claimed interests for the period.
Regarding damages, the court reasoned that the plaintiffs had acted on the impression that the title would be released to enter into some arrangements which were frustrated by the defendants' unjustified conduct. It therefore granted general damages. Similarly, because of the defendants' oppressive and high-handed conduct, the court granted punitive damages.