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 applicant was directed to use other means to recover a judgment debt. The application was instituted to hold the second to sixth respondents liable for the first respondent’s debt as the controlling company of the first respondent.
The applicant argued that unless the corporate veil was lifted, and the second to sixth respondents were ordered to pay the debt, the applicant would not be able to recover the judgment debt.
The issues before the court were whether corporate veil could be lifted.
The court held that the first respondent company and second respondent company were one and the same. From the evidence, the third to sixth respondents were acting on behalf of the first and second respondents.
Grounds for lifting the veil were provided in section 20 of the Companies Act, and included where a company or its directors are involved in acts of fraud. The court held that the instruments of the first respondent were honestly executed. Failure to execute the court order was not reason for lifting the corporate veil as it was not evidence of fraud. However, a further ground for lifting the corporate veil was to prevent the deliberate evasion of contractual obligations. The court held that the third to sixth respondents’ resolve to sell the properties were attempts to prevent the realization of the judgment debt, and using the first respondent as a mask for fraud.
The application was granted.
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.
In this case, the court made a determination on an application to set aside a consent judgment that made provision for share transfer, land transfer and a special resolution.
The court determined whether the fourth defendant had the authority to enter into the consent judgment. The court applied the indoor management rule to make a finding that the fourth defendant had such authority and that parties outside did not have to enquire about the fourth respondent’s authority.
The applicants raised an objection that the consent judgment contained unpleaded issues in the prior suit by including legal entities or companies which were not parties to the suit. This objection failed since the parties had elected to be bound by what they agreed.
On the issue of whether the fourth respondent had colluded with the other respondents to defraud the applicant, the court held that it lacked merit since the fourth respondent was duly authorised by the applicants to represent them. The applicants claimed that there was no special meeting to sanction the change of name and offering the first applicant interest in land but on the evidence tendered, the court was satisfied that the meeting took place.
The court dismissed the application to set aside the consent judgment thereby denying the consequential order sought to set aside transactions validated by the consent judgment. Accordingly, the application was dismissed with costs.
In this case the defendant raised a preliminary objection disputing the jurisdiction of the court to handle a dispute in a loan agreement.
The court determined the jurisdiction of the high court to handle the matter despite a clause in the agreement that ousted (excluded) its jurisdiction. The court applied article 139(4) of the Constitution and the rule that a simple clause in a contract does not oust the unlimited original jurisdiction of the High Court as conferred by the Constitution. The court observed that the defendant raised this objection to avoid liability since the defendant did not prove his case. The court was satisfied that it would be very expensive to conduct the trial in Belgium as provided in the contract. Consequently, the objection was not sustained and the court ordered that the matter should proceed to trial.
This was an application seeking orders for an interim stay of execution and/or enforcement of the decree and judgment of a civil suit pending the hearing and determination of the application; on grounds that there was a prima facie case on appeal and its essentiality for safeguarding the applicant’s right to appeal.
The respondents raised a preliminary objection to the application on grounds that it was not properly before the court. The court observed that it was more ideal for the High Court to first determine such applications on their own merits and for the Court of Appeal to do so only when the application is substantive in content and form and in special and rare circumstances: if the High Court refuses to accept its jurisdiction, or refuses jurisdiction on wrong reasons, or there is great delay.
The court was satisfied that the applicant failed to demonstrate special or rare circumstances for not making this application in the High Court first since there was no evidence of a formal application for stay or a follow up letter on the application. Accordingly, the court allowed the preliminary objection by counsel for the respondent and dismissed the application with an order to costs.
The court considered an appeal from a High Court decision that dismissed an application to set aside part of a previous judgment. The broad circumstances related to a series of judgments that related to who was entitled to vacant possession of land. However, the time within which to lodge the appeal had lapsed. The court restated the position on what the court must consider when dealing with an application for the extension of time. Such an enquiry is three-pronged involving three questions namely: (1) establishing sufficient reasons for the court to extend the time to lodge the appeal; (2) whether the applicant is guilty or not of dilatory conduct; and (3) whether any injustice will result from the application not being granted.
The court held that because the matter in this case raised serious questions of law that need to be addressed, it would be in the interests of justice to extend the time to file their appeal.
The court also dealt with affidavits as evidence and provided that just because they were not duly endorsed, does not mean the court will reject them. Further, where it is alleged that part of an affidavit is false, a court can sever that part and rely on remaining paragraphs.
The applicant sought a declaratory order stating that the first respondent was in contempt of a court order which restricted him from transferring, alienating and or disposing of the 60% shareholding in the third respondent company.
The court considered whether the first respondent was in contempt of court. It was held that the first respondent was indeed in contempt of an order issued by the same court in 2015.
When the first respondent argued that the transfer of shared occurred in 1997, the court examined the third respondent company’s annual returns from 2008 to 2015 which reflected share ownership to belong to two entities; Tanwood Ltd and Garwood Ltd. At the time neither Busa Ltd nor Queen Foreign Ltd appeared as shareholders. The court also examined a company search that was conducted in 2016 which reflected a change in shareholding; Queen Foreign Ltd was a majority shareholder. The court accepted the above as prima facie proof of contempt of court. The court relied on previous judgments that outlined the conditions that have to be met in order to legally prove that contempt of court occurred; it was held that all conditions were met.
As a result of contempt, the court disregarded the purported transfer of shares in the third respondent company and stated that the power of attorney had no effect whatsoever. The court awarded costs to the applicant. No fine was imposed.
The court considered whether the applicant had sufficient grounds for an interlocutory injunction to prevent the first respondent from entering into another contract.
The court held that there are three conditions that an applicant must show for a temporary interlocutory injunction. Firstly, must show that there is a prima facie case with a probability of success. Secondly, must show that he will suffer irreparable harm which will not be adequately compensated by an award for damages. Thirdly, the application is decided on a balance of convenience if the court is in doubt.
The court found that to establish a prima facie case the applicant must show that it is not a frivolous case, in that regard, the applicant did not show that there was a triable issue. Also found that irreparable harm must be substantial or material, in that light the applicant did not the likelihood of irreparable damages and any contemplated damages. The court also found that the balance of convenience was in favour of the respondent because if the injunction because the granting of the injunction would lead to indefinite termination.
Accordingly, the court dismissed the application with costs.
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 applicant brought an application for interim order against the respondents disposing of the
suit property fraudulently mortgaged by her husband without spousal consent the same being
matrimonial property. The applicant’s suit was dismissed by the trial court hence the appeal from
which the application arose.
The applicants brought suits which were later consolidated against the respondents alleging that they were
acquired through fraud. The trial judge entered judgment against the applicant and declared her trespasser
without interest in the suit land. The applicant brought an application for stay of execution pending
disposal of appeal.
The court considered an application where the applicant argued that the Court of Appeal, in an earlier judgment in the same case, erroneously misconstrued s 272 of the Succession Act. The court held that an appeal could be re-heard if the matter is of great public importance. The court confirmed that great public importance and general importance depends on the facts and circumstances and may vary from case-to-case.
The guidelines for what would constitute public or general importance in certain cases are statements of law which affect
(1) a considerable number of people in their commercial practice;
(2) enjoyment of fundamental rights;
(3) the proper functioning of public institutions;
(4) the court’s scope to dispense redress; or (4) the discharge of duties of public officers.
If an appeal meets one of the criteria constituting public or general importance, the court will be permitted to re-hear an appeal on its merits. The court in this case held that this case raised a question of law of general importance and could be reheard.
The applicant was a client of the first and second respondents, who represented the plaintiff (third respondent, a company) in a case against the applicant. The applicant claimed that during the legal representation, the first and second respondents became aware of facts prejudicial to him which were a violation of advocate and client relationship, thus applied for an injunction.
The court considered whether the first and second respondents also handled matters which would arise in the suit against the applicant while representing the third respondent.
The court held that where there was a fiduciary relationship, the irrebuttable presumption is that there is a possibility of disclosure. Further, although some authorities state that the applicant should plead the confidential information that could be reviewed, recent authorities have held that such pleading would be contrary to the intended confidentiality.
The court found that there was a fiduciary relationship between the first and second respondents. Moreso, the parties had a relationship of legal and litigation interaction. Therefore, information prejudicial to the applicant would likely emerge.
The court accordingly granted the application and ordered the disqualification of the first and second respondents from the pending suit.
The applicant and respondent contested in a parliamentary election, the
respondent was aggrieved by the outcome of the election petitioned court
which dismissed the petition hence the appeal from which the application
arises. The applicant sought the notice of appeal struck out of court for being
filed out of time without leave of court.
This was a second appeal by the appellant
against the decision of the Court of Appeal
which ruled that terminal benefits paid to the
respondents were not taxable under Section 19
of the Income Tax Act. The background is that
the respondents were retrenched and awarded
terminal benefits for which they sought from
the appellant the tax due. The appellant
reviewed and presented a sum that was
contested by the respondents and the high court
ruled that the amount given to the former
employees was akin to gratuity which was tax
exempt. The court of appeal agreed with the
trial court hence this appeal.
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.
In this case the appellant sought an order of Supreme Court extending the time within which to serve a notice of appeal. Counsel for the applicant lodged a notice of appeal well within the time prescribed by the law but the respondent’s counsel was served three days out of time. The applicant apportioned the blame for this delay on the staff of the Court of Appeal which, according to the applicant, failed to make available a signed notice of appeal on time.
The court considered the application for extension of the prescribed time in light of Rule 5 of the Rules of the Supreme Court. According to this rule, the court may grant such an extension if it finds sufficient reason to do so. The court found that the fact that the applicant promptly filed the notice of appeal demonstrated zeal on the applicant’s part. However, counsel for the applicant failed to demonstrate that the court staff caused the delay and did not explain why it took nearly four months to file the application for extension before the Supreme Court. Nevertheless, the court found that refusing the application would amount to denying the applicant’s right to present and prosecute his appeal and would have disproportionately negative consequences on the applicant. The court, therefore, used its discretionary powers to grant the extension sought, thereby validating the notice of appeal and the appeal itself.
In 2009, the appellants brought an action
before the High Court on behalf of former
employees of National Sugar Works Ltd,
alleging unlawful termination of their services.
The respondents raised a preliminary objection
claiming that the suit was time barred. This
claim was dismissed by the High Court but
accepted in second instance by the Court of
Appeal. Being dissatisfied with the decision of
the Court of Appeal, the appellants filed a
further appeal before the Supreme Court. The
appellants argued that their suit against the
respondents was not time barred because they
were under disability due to war and rebel
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.
In this appeal, the first respondent filed a suit in the lower court against the appellants claiming damages for trespass on his access road and a permanent injunction from blocking the access road. Court awarded him damages and in enforcing it a warrant of attachment was issued of the appellants’ property with his school properties. The same was purchased by the second respondent by auction despite the attempt to block the sale. The grounds of appeal are premised on failure to evaluate evidence and to nullify the illegal sale.
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 respondent successfully brought a suit against the appellants for
declaration that she was the rightful owner of the suit land, vacant
possession, permanent injunction and damages. The appellants were
dissatisfied with the judgment of the trial court hence this appeal.
The issue before the court was an application for extension of time to file an appeal.
The applicant was seeking condonation from the court after he failed to file an appeal within the time prescribed by court rules. He based his appeal on the grounds that he was not aware of the judgment and blamed his lawyer for not informing him of the judgment. He argued that it was just and equitable for the court to extend the time to file the appeal and that there was likelihood of success.
The respondent on the other hand opposed the application arguing that the applicant failed to produce evidence to support its application.
In deciding the case, the court held that court rules empower the court to extend time limits if there are sufficient reasons. It ruled that negligence on the part of the applicant’s counsel amounts to sufficient reason for extension of time limits. The court found that refusal to extend the time limits will cause injustice to the applicant.
The application for extension of time was granted.
The appellant sought a declaration that it was the lawful owner of a piece of land in dispute, and that the respondent has been a trespasser. The respondent filed seeking to strike out the appellant’s suit for being time-barred. The trial judge allowed the application. The appellant appealed to the Court of Appeal against the dismissal. The Court of Appeal found no merit in the appeal and dismissed the same, hence this appeal.
The issue for determination for the appeal was whether the appellant could appeal to the Court of Appeal against the order of the trial court without the leave of court.
The court applied the principle that if the decision conclusively determines the rights of the parties, then it would be a decree; otherwise it would be an order. If for instance portions of a plaint are struck out as being frivolous, or if a suit is stayed, such a decision would be an order, whereas if a suit is dismissed with costs, that would be a decree. A decree is appealable as of right, whereas under the Civil Procedure Rules most orders are only appealable with leave of the court.
In applying the principle, the court found that the High Court decision disposed of the suit conclusively and the decision was therefore a decree within the meaning of s 2(c) of the Civil Procedure Act, even though it was worded as an order. It held that the appellant therefore had a right of appeal as against the decision and did not need to apply for leave to appeal to the court of appeal.
The appeal succeeded.
The appellant sought a declaration against the respondent that the Constitutional Court erred in refusing to award the appellant costs as a successful party and that it also based that refusal to award costs on incorrect principles.
The reference on taxation can be made to the Supreme Court on two grounds namely; on a matter of law or principle or on the ground that the bill of costs as taxed is in all circumstances manifestly excessive or manifestly inadequate.
The court held that there was no principle of law to the effect that the decision of the taxing officer must be subjected to the application of a ‘magic formula’ which when applied would result in a precise figure being arrived at in an almost automatic manner. Every case must be decided on its own merits and its peculiar circumstances, such as prolixity of the case in its preparation and any other peculiar complications in its presentation to the court.
The court held that, due to the difference in cases, uniformity and consistency may at times be defeated. Moreover, other factors ought to be considered by the taxing master. The fund or person bearing the costs must be considered before setting the award. A balance has to be struck between keeping the costs of litigation as reasonable as possible so as not to restrict access to court to only the wealthy, and the need to allow reasonable level of remuneration of advocates to attract worthy recruits to the profession.
In the result, the application was upheld.
The appellant applied to the supreme court seeking an enlargement time within which he should have filed his notice of appeal against the decision of the court of appeal.
The issues were whether leave to appeal could be granted to the applicant and serve the notice of appeal out of time and whether the applicant had ‘sufficient cause’ for not having been able to bring the appeal within time.
The court noted that it had the discretion to extend and validate pleadings even where there were limits created by statute. The court held that ‘sufficient reason’ must relate to the ability or failure to take particular step in time. It observed that the rule envisaged scenarios in which extension of time for doing an act so authorised or required would be granted namely: before the expiration of a limited time, after the expiration of a limited time, before an act is done and after an act is done.
The court also noted that the appellant was not to be prejudiced since the machinery which formed the core subject of the dispute between the two parties was still in possession. In the result, the court was satisfied that the appellant had established sufficient reasons for having failed to apply on time.
The appeal succeeded.