Commercial Law Index

The appellant claimed from the respondents jointly and severally for general damages for physical injuries he sustained after being involved in the accident caused by the motor vehicle owned by the first respondent and insured by the second respondent.

The issue was whether the magistrate erred in law and fact by considering false evidence tendered by the witness of the respondents.

The court held that the appellant did not state if it was all evidence tendered in court which was false or which part of it is false and was considered by the trial court’s magistrate and used in making the decision of the trial court.

The court noted that it had the duty as an appellate court to review the record of evidence of the trial court in order to determine whether the conclusion reached upon the evidence received by the trial court should stand. Though the court was in agreement with the appellant that motor vehicle insurance companies were statutorily duty bound to pay compensation to the victims of the accident caused by the motor vehicles of their clients but the compensation to be paid must be proved to the standard required by the law.

The court found that there was also no evidence tendered to the trial court to establish the appellant sustained permanent incapacity but he sustained temporary disability as indicated in the said exhibit.

The court considered the admissibility of a land agreement, the conditions to prove for the existence of a customary arbitration and the court 's discretion in awarding damages.

The court held that for a document to be admissible it must be relevant to the facts in issue and fulfil the prescribed conditions in law. According to s 108 (1) of the Evidence Act Cap 112, courts are permitted to form their opinion about signatures.  The court also held that the conditions for an existence of a customary arbitration are : (a)  voluntary submission to arbitration, (b) agreement of binding decision of the arbitration, (c) arbitration was per custom, (d) published award and (d) acceptance of the award. The court held that general damages are the judge's discretion.

The court found that the trial judge was correct in admitting the document as evidence and establishing equitable interest in the land dispute and that the plaintiff had proved better title to the land. The court also found that the parties were aware fully aware of the land in dispute. The court further found that the evidence on record did not meet the condition for an existence of a customary arbitration. Relief cannot be claimed by a deceased person. Also, found that the pleading of the parties and evidence adduced were in tandem with the conclusion made by the trial judge according to s 149 of the Evidence Act.

The court accordingly dismissed the appeal and respondents awarded costs.
 

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.
 

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 registered its business name as ‘Standard Signs Uganda’, and the defendant incorporated as ‘Shandard Signs (Uganda) Limited’. The court considered whether the defendant had infringed on the plaintiff's trademark, was guilty of passing off and the applicable remedies.

The court held that s 6(1) of the Trade Mark Act grants a registered proprietor exclusive rights of use. The legal basis of passing off is that it is wrong for the defendant to represent for trading purposes that his goods are that of the plaintiff. Also, the plaintiff needs to prove that its business had acquired goodwill. If the defendant is passing off goods, the assumption is that the plaintiff is prevented from selling more goods and damages are a reasonable sum of actual loss.

The court found that the difference was only in the letters ‘t’ and ‘h’; in any event the pronunciation of ‘Standard’/’Shandard’ are similar. The other words in the business names are similar or identical, and the logos are also similar. On this basis, the court concluded that the concurrent use of the two registered trade names and logos are likely to confuse; accordingly they infringe on the plaintiff's trademark. Consequently, the defendant's registration of the name was irregular.

The court concluded that the plaintiff had shown that it had acquired goodwill, therefore, misrepresentation was made out. In that regard, had suffered damages because of erroneous belief endangered by the second defendant's misrepresentation.

The court observed that there was no case against the first defendant under the principle of corporate personality.

The court upheld the plaintiff's complaints and awarded damages, a permanent injunction and costs.

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 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 was a registered owner of "Feathers" sanitary pads and claimed that the defendant imported "Featlhers" sanitary pads to be sold in Uganda. The court considered whether the plaintiff had exclusive use of a trademark which was infringed by importation and sale of a product.

The court held that s 36 of the Trade Marks Act grants exclusive use of a mark, which is infringed if a person who is not the owner of that mark uses it and causes confusion to average consumers. Civil proceedings may be instituted in terms of s 79(1). According to ss 79(3) and (4), the grant of an injunction does not affect a claim of damages, direct loss of sales and consequent loss of profits as well as the depreciation of the goodwill. Section 81(1) provides that one available form of relief is an account of profits to the plaintiff.

The court found that the plaintiff had exclusive use of the trademark. Despite the minor differences the goods were the same visually, conceptually, phonetically and belonged to the same class of goods. Therefore, concluded that the goods would likely confuse reasonable consumers. The defendants were guilty of infringement of the trademark by selling and importation of the sanitary pads. The plaintiff did not deal with the actual loss of sales, and no evidence was adduced to show that the counterfeit goods were circulating in Uganda.

The plaintiff's complaints were upheld. The court granted costs, ordered the destruction of the impounded goods, permanent injunction and general damages.

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 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.