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.
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 The appellant’s claim was withdrawn in 2006 but the respondent’s counter-claim was not.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 In this case, the appellants had withdrawn their case against the respondent and only the respondent’s counter-claim remained.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.
The first appellant and the respondent are siblings whom were initially registered as tenants in common, on a land plot. In 2002, the proprietorship of this land was transferred from the names of the siblings to the 2nd to 8th appellants (who were at the time minor children of the first appellant).
The respondent was aggrieved by the transfer and registration of the appellant's descendants to the suit property. She contended that the first appellant had acted fraudulently in this transfer. She went to the High Court seeking reinstatement of her name on the suit title. The High Court granted the orders sought.
The appellants appeal the decision of the High Court. On the grounds that (1) the court erred in evaluating the evidence of the first appellant as a whole, nor recording of his evidence and (2) the respondent freely relinquished her interests in the property.
The respondent filed a cross appeal declaring that she is entitled to award of mesne profits and or general damages as well.
This court found that the transfer form did not amount to forgery or fraud. The appeal therefore succeeded in part. However, it was found that the respondent had not fulfilled the condition of transferring and subdividing part of lands into the names of the respondent - as they agreed.
The respondent was found to have carried out her part of the bargain and the first respondent must do his own as well.
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.
This case concerns the award of damages, or not, to compensate for the negative consequences of the respondent’s repudiation of a procurement contract. In the first instance, the trial court dismissed the suit with costs after finding that there was no contract between the parties. The Court of Appeal reversed the trial court decision and awarded damages. The appellant, however, was dissatisfied with the quantum of damages awarded by the Court of Appeal and filed a further appeal to the Supreme Court, seeking damages for lost profits in addition to general damages. The respondent filed a cross-appeal proposing that the appellant’s appeal be dismissed, the decision of the Court of Appeal be reversed in part and the High court judgment and orders be restored. The respondent argued that no valid contract was entered into by the parties.
The court first considered whether there was a valid contract entered into between or executed between the parties under the 2003 PPDA Act and Regulations. PPDA section 76(3) requires that formal contracts be in writing. This requirement was not fulfilled. Consequently, no binding obligation arose out of the letter of bid acceptance. The court, therefore, dismissed the appeal filed by the appellant.
The court considered the issue of jurisdiction and whether the court had jurisdiction to hear the matter based on a contract which was concluded to be governed under Dutch law.
The defendants breached their contract as a result of not being able to fulfil their obligations in terms of the contract, and subsequently they unilaterally terminated the contracts.
The defendant contended that the application should be dismissed as the court does not have jurisdiction to hear the suit.
The court found that where parties have bound themselves to an exclusive jurisdiction clause, they ought to comply with that obligation, unless the party who is suing outside the scope of the prescribed jurisdiction gives adequate justification for doing so.
The court found that in order to dispute a jurisdiction, you have to show that the intention was to evade the operation of the provision in the relevant law, and that there was an element of fraud or duress or other evidence of mala fides (meaning an act done in bad faith). If these elements cannot be proved, then the selected forum will be upheld.
The court held that the contract was drawn and executed in Uganda, the plaintiffs reside in Uganda and if the matter was heard in a different jurisdiction the cost of housing, transporting and feeding a number of witnesses, including cost of counsel in a different jurisdiction would be nonsensical and would deny the defendants access to court.
The court found that the expertise of courts in Uganda are competent to deal with the matter, and as a result they had the required jurisdiction to entertain the matter.
Application is denied.
The matter involved a dispute over an order of suit property sale as a remedy for breach of a loan agreement granted by the trial court against the appellant.
The first question was whether the responded had paid the whole stipulated loan amount to the appellant. Assessing the evidence in the record from the trial court, the court reasoned that the trial court’s assessment had failed to evaluate crucial evidence that showed doubt in the respondent’s claim that the whole stipulated amount had been paid. The court thus concluded that the evidence indicated that the responded had failed to fully honor its performance obligation. As a result, the responded could not pursue the remedy of obliging the appellant to transfer the property for failure to repay the loan.
The second issue concerned the right to mesne profits (i.e. profits received by tenant in wrongful possession and which are recoverable by the landlord) by the appellant and the amounts due. The court did not dwell much on the question of entitlement, instead accepting the trial court’s finding of indisputable occupation and rental collection by responded as a basis together with the fact that responded could not justify the occupation.
The court thus concluded that mesne profits were owed but order that they be set-off to the amount of the loan that the appellant still owed. The decision of the trial court was therefore set-aside and appeal allowed.
The plaintiff won a tender for the supply of various medical supplies and equipment to be distributed by the first defendant. The framework agreement specified that the delivery thereof depended on ‘call off orders’, which were written instructions issued by the first defendant requiring the plaintiff to deliver stipulated numbers of medical supplies on specified dates.
When the first defendant unexpectedly deferred an order for additional supplies, the plaintiff incurred significant unforeseen costs with respect to the storage and security of the delayed goods. The plaintiff therefore instituted a claim against the first defendant for breach of contract.
The issues were common cause. First, whether the order of the goods as agreed was indeed deferred by the defendant. Secondly, whether the defendant delayed its payment for the goods delivered under the contract. These issues were simultaneously dispensed with, the court quickly finding on the evidence before it that the answer two both questions was affirmative.
The third issue, in light of this finding, was whether the defendant’s conduct amounted to a breach. This was also answered in the affirmative as the alterations made by the defendant were a departure from the specified dates and quantities required by the contract’s call off order protocol.
The establishing of loss on the part of the plaintiff to found its claim for damages emerged fourthly. That the record clearly demonstrated the costs incurred by the plaintiff – in the shape of storage and security fees, bank interests and charges from the manufacturer for delayed acceptance of goods – rendered this issue swiftly resolvable by the court.
The fifth issue concerned the determination of relief. The plaintiff was awarded a penalty for delayed payments and further general damages.
Judgment was accordingly entered for the plaintiff.
The plaintiff was a tenant in the defendant’s premises when the tenancy agreement was terminated by the defendant.
The main issue was whether the termination of the lease agreement between the parties was illegal because the plaintiff was not served with notice of termination of the lease agreement.
The court found that the plaintiff breached the terms and conditions of the lease agreement by failing to renew the lease agreement and defaulting on payment of the rent on time.
The court considered a clause of the parties' lease agreement, finding that the parties had agreed in their lease agreement that notices relating to their lease agreement would be served to each of them in various modes. One of those modes was service by hand to the last official address of the party. Since the clause did not state that the notice must be served to the party in person or physically but to be served through his last official address the court found that service to the last official place of business of the plaintiff could not be said to have failed to meet the agreement of the parties.
Therefore, since the plaintiff was a tenant in the premises where the notice was served as he was doing his business there it cannot be said he was not served with notice to terminate the lease agreement because the notice was served to him through his last official place of business.
The court decided in favour of the respondent.
This case concerned an action for breach of contract, and an objection to jurisdiction. The dispute emanated from a loan advanced to the plaintiff by the defendant. The plaintiff deposited his share certificate as security for the loan. The plaintiff contended that the loan was fully repaid and the security discharged; notwithstanding this the defendant informed the Dar es Salaam stock exchange that the share certificates has not been discharged and that the defendant still held an interest in the share certificate. The plaintiff complained to the court that the defendant’s conduct was defamatory and had affected its operation.
The defendant raised an objection to the claim arguing that the court lacked jurisdiction to hear the matter. It based its argument on the grounds that the claim was based on an amount below 100 million shillings. The plaintiff on the other hand argued that the claim was based on US $2.5 million, an mount which falls within the jurisdiction of the court if converted into shillings.
In deciding the case, the court dismissed the defendant objection and ruled that it had jurisdiction to hear the matter.