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 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.
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 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.
Trademark – Infringing mark resembles with the plaintiff’s mark – Infringement proved
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 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 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.
In this case the plaintiff claimed for special and general damages against the defendant for fraud and conversion of the plaintiff’s petroleum products. The case deals with fraud, where the party that benefited was not a bona fide purchaser of the products in this case. The court considered whether the defendant had good title for the products sold to him by the third party. Whether the defendant had a claim against the third party and whether there were remedies available to the parties.
In dealing with the first issue the court considered whether the defendant had acquired a better title than the mysterious seller had because the mysterious seller did not have any title to the good. The court applied the general rule in the latin maxim nemo dat quod non habet which was reflected in section 22 (1) of the Sale of Goods Act. The court found that the mysterious seller had no title to pass to the defendant and thus the defendant never acquired good title to the property. Therefore, the defendant was liable to make good any loss suffered by the plaintiff as a result of the conversion of the plaintiff’s goods.
In considering the second issue, the court found that the defendant had proved the transaction it had made with the third party and was therefore indemnified against the third party.
In considering the remedies available to the parties, the court held that general damages are compensatory to fulfil the principle of restitution in integrum which aims at restoring the plaintiff as nearly as possible to the position he or she would have been had the injury not occurred.
Therefore, the court upheld the plaintiff’s claim with costs.
The court also held that for the indemnity suit against the third party, the third party was to settle all liabilities ordered against the defendant less the amount against the defendant.
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 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.
The court concerned whether the goods seized by the defendants were all released pursuant to a consent to judgment being signed, and payment being fulfilled.
The plaintiff instituted action against the defendants for a declaration that they had breach a consent order. The defendants, without the plaintiff being present, entered a warehouse and seized a substantial number of goods.
A consent to judgment was entered into, wherein it was alleged that the defendant had breached the consent by not releasing all the goods. The plaintiff sought recovery of the goods and said that the seizure was unlawful.
The court found that the test to be applied is as follows: 1) whether all goods were released? 2) If not, what is the value of the goods not released and the potential remedies available?
The court found that the burden of proof lies on the party who asserts that the truth of the issue is in dispute. When that party adduces evidence, which is sufficient to raise a presumption that what he alleges is true, the burden of proof shifts to the other party to counter allege and produce evidence to rebut the presumption.
The court found that a substantial portion of the goods were not released as a result of the defendant being overburdened in their workforce, which deprived the plaintiff from use of the proceeds of the goods. Therefore, the plaintiff should be compensated for the economic inconvenience and awarded general damages.
The plaintiff tried to claim exemplary damages for breach of consent to judgment, however this was denied as it was not proven that the conduct of the defendants amounted to oppressive, arbitrary or unconstitutional behaviour.
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.