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 court considered whether the invoice receipt issued by the first respondent to the appellant constituted a contractual agreement.
The court held that the requirements for a valid contract are offer and acceptance, consideration, intention and capacity to contract. Further, in the absence of fraud, duress or plea of non est factum, the signature of a person on a document is evidence of the fact that he is either the author of the contents of the document. Therefore, a court is expected to uphold contracts once the condition precedents are met.
The court found that the requirements for a valid oral contract were met and the parties intended the contract to be binding and enforceable. Further, the appellant had introduced the document which was admissible therefore had to rely on all the contents of the document. On whether the receipt issued for purchasing the vehicle constituted a valid contract, the court found that construing the receipt as a contract was an error in law. The court also found that the appellant intended to buy the car he purchased from the first respondent and only changed his mind when he had the duty to pay the balance.
Accordingly, the court dismissed the appeal and awarded costs to the respondent.
The court considered whether the joining of the fourth to the sixth respondent constituted an abuse of court process which had an interest in the land in dispute.
The court held that the effect of the High Court rules was that substantial justice is achieved if the parties and trial judges achieve just, efficient and speedy dispensation of justice.
The court found that the joinder of the fourth to sixth respondents to contest title to the land did not constitute an abuse of court process. They were entitled in law to file a statement of defence or counterclaim against the appellants.
The court accordingly dismissed the appeal with costs.
This was an appeal of the decision of a lower court to grant the respondents leave to amend their writ of summons in terms of substituting the 1st to the 12th plaintiffs with their personal representatives and guardians. The writ was taken out in the names of the deceased victims of the fire incident occasioned by the appellant. The appellant, via a notice of preliminary objection challenged the jurisdiction of the court to hear the application having been brought by deceased persons. This preliminary objection was not dealt with by the lower court in its decision.
The court held that the lower court committed a serious error when it did not consider a preliminary objection which challenged the jurisdiction of the court. A court must always establish that it has jurisdiction before it deals with any matter such as the merits of an amendment.
The court further held that the law recognizes two categories of persons who can sue and be sued. They are natural persons with life, mind and brain; and other bodies or institutions having juristic personality.
Accordingly, a dead person ceases to have legal personality and can neither sue nor be sued.
Therefore if the original writ of summons and initiating process are void, the court lacks jurisdiction to entertain or enter judgment in the matter. Based on the above principles, the court upheld the appeal and struct out the claim for want of jurisdiction.
This case concerns a dispute between property owners willing to sell that property and tenants of that property willing to buy it. The parties differ in their interpretation of what constitutes a binding contract.
The court considered whether the letters of expression of interest gave rise to contractual obligations between appellants and respondents. The court held that for the an acceptance of an offer to be valid, that acceptance must conform to the terms of the offer. In this case, none of the appellants satisfied the conditions stated in the letter of expression of interest in purchase of the house. Consequently, the court found that there was no valid acceptance and no valid contract.
The appeal court was also asked to consider whether the trial judge properly considered and evaluated the evidence presented before him. The court held that it is the duty of the trial court to review evidence and that it is not the role of the appellate court to substitute its views for those of the trial court unless the latter failed to consider the totality of the case. In this case, the court of appeal was satisfied that the trial court fully considered the case and, therefore, found no reason to temper with its findings.
The appeal was dismissed.
The appellant and respondent of this case entered into an agreement of service relating to aviation. The respondent as plaintiff before the lower court alleged that the appellant has not paid the amount determined in the contract in full. The trial court ruled in favour of the respondent (as plaintiff).
The court considered whether the trial court had jurisdiction over the matter under s 251 of the Constitution. The court held that the court has jurisdiction over matters relating to aviation. Both parties were engaged in the business of aviation and their dispute arose out of this activity. Consequently, the lower court had jurisdiction.
The court further considered whether the trial court had jurisdiction although the writ of summons did not contain the respondent’s address. Further, the court considered whether the trial court had jurisdiction despite the presence of an arbitration clause in the contract. The court held that the right to complain about irregularities is waived if it is not exercised in due course. It found that the appellant failed to object before the lower court and, therefore, waived the right.
The court was also asked to determine whether the lower court adequately evaluated the evidence presented before it. The court held that the party that files a counter-claim must proof that claim. It found that the appellant in this case did not provide evidence for the claim. Consequently, the court concluded that the lower court adequately evaluated the evidence.
All grounds for appeal were dismissed.
This case concerns liability for damage caused to a vessel.
The court considered whether the trial court had jurisdiction over the second appellant which was only served indirectly. The court held that where a party does not object to any irregularity or invalidity in the service of process on him before
The trial court, he waives his right. In this case the second appellant, then defendant, did not object. Consequently, the court found that the trial court did indeed have jurisdiction.
The second ground of appeal was declared incompetent.
The court also considered whether the trial court had taken into account all evidence. It held that where a trial court unquestionably evaluates the evidence adduced and appraises the facts, it is not the business of the appellate court to substitute it is own view. The court was satisfied that the trial court took all evidence into account, although it was not explicitly referred to in the judgement. Consequently, the court decided against the appellants.
The court finally considered whether the negligence precludes the right to limit liability. It held that the ship master is the alter ego of the vessel on behalf of the owner. Consequently, the owner, together with the other appellants, was held jointly and severally liable.
The appeal was dismissed.
The issue was whether a claimant is allowed by court rules to file witness statements and other documents in reply to a defendant’s defense to a claim.
The dispute emanated from a lower court’s decision to strike out the appellant’s reply to the respondents’ defense. The reply was struck out on the basis that it contained a written statement on oath and documents which was regarded as an amendment of the pleadings.
The appellant was challenging the decision to strike out on the grounds that the court rules impliedly provides for further documents and statements in reply to a defendants’ defense. On the other hand, the respondents opposed the appeal on the ground that the court rules do not provide for a reply to be accompanied with a witness statement and any other document.
In deciding the matter, the court held that order 18 of the High Court rules which deals with a reply to a statement of defense does not require that any document or statement shall be accompany such reply. It further ruled that where the words in a statute are clear and unambiguous, they ought to be accorded their simple grammatical interpretation. The appeal was thus dismissed.
The issue was whether the Corporate Affairs Commission (appellant) has powers to inspect affairs of banks (respondents) without a court order.
The case emanated from decision of the trial judge declining to grant an order directing the respondents to comply with the appellant inspectors.
The appellant argued that the Companies and Allied Matters Act (the act) empowers it to carry out an inspection without the need of a court order. It pointed out that the trial judge erred by holding that the appellant require a court order to investigate the respondents.
The respondents opposed the appeal by pointing out that the appellant can only carry out an inspection on the respondents through a court order and that the appellant had no power to appoint inspectors. They further argued that allowing an inspection by the appellant amount to breach of bank/client confidentiality.
The court ruled that the act allows the appellant to appoint investigators at the instances of company members or through a court order. It held that s 314(1) of the act empowers the appellant to investigate affairs of the banks without the need of a court order. The court ruled that the trial judge erred and the appeal was upheld.
The dispute emanated from an agreement between the appellant and the respondents to clear a debt owed to the appellant by the respondents. The agreement provided for reduction of the debt on the grounds that the respondents pay an initial payment of 500 million and the balance before the exit of Central Bank examiners who had who had come to inspect the appellant bank. After payment of all debt, the appellant required the respondents to pay R5.5 billion alleging that it did not pay the balance as agreed.
The respondents approached the court and an order that parties should maintain status quo until the matter was resolved was granted. The appellant then filed a petition to wind up the respondents which prompted the respondents to approach the court seeking a committal order arguing that the appellant was in contempt of court. This was opposed by a preliminary objection seeking to strike out the committal order. The court granted the objection while pointing out that it had no jurisdiction to decide on the matter.
The appellant appealed the decision to strike out citing lack of jurisdiction of the trial judge and that the judge did not consider all issues raised by appellants and that it should have dismissed not strike out the committal order.
The held that the trial judge correctly dealt with the issue and that since he had no jurisdiction, it was not necessary for him to consider issues regarding the merits of the case and dismissed the appeal.
This was an appeal against a decision of the court allowing an ex parte motion for the winding up of the appellant. The appeal was premised on the ground that the ex parte order was made against other parties who were not parties to the proceedings and were deprived of the right to be heard. The appellant further argued that the ex parte order was made without notice of the motion seeking the said orders being served on them which was regarded as contravening Order 4 of the Companies Winding-up Rules (the rules). The appellant also alleged abuse of court process by the respondent.
The respondent opposed the appeal by pointing out that issues raised by the appellant were substantial issues which cannot be dealt with in a preliminary objection. The respondent further disputed allegations of abuse of court process arguing that they at no point maintained two similar cases against the appellant.
The court held that where an order made by a court affects the interest of a non-party to a suit, the said party whose interest has been affected should complain. It ruled that it was out of place for the appellant to complain on behalf of the other parties. The court further pointed out that Order 4 of the rules does not allow freezing of assets and that the respondent breached Order 4 by filing an ex parte without serving a notice on the appellant. Thus the appeal was upheld.
The issue was whether the state high court has jurisdiction over matters that are governed by the Investment and Security Act (the act). The case emanated from a dispute where the appellant was being sued in the court aqua for defrauding the respondents of units of shares. The appellant had raised a preliminary objection that the trial court lacked jurisdiction over the matter which was dismissed. The appellant thus was challenging the dismissal of the objection.
The appellant argued that the trial judge erred in dismissing its objection on the basis that jurisdiction of the high court is limited and excludes matters that are regulated by the act. The appellant pointed out that disputes around the act should be determined by the Investment and Security Tribunal (the tribunal).
The respondent opposed the appeal on the grounds that the trial judge was correct because the jurisdiction of the high court was unlimited. They argued that the dispute emanates from torts, conspiracy and fraud which fall within jurisdiction of the high court and that the act was unconstitutional.
The court ruled that s 270 of the act establishes the tribunal to resolve disputes that fall under the act. It observed that s 284 of the act give the tribunal exclusive jurisdiction to determine matters regarding capital markets. It held that the dispute revolved around capital market operator (appellant) and its clients (respondents) hence it falls within the exclusive jurisdiction of the tribunal. It concluded that the trial judge erred and the appeal was upheld.
The issue was whether the trial judge’s decision was affected by the lapse of time (19 months) between the adoption of written addresses and the delivery of judgment. The dispute emanated from the dismissal of the respondent as the principal assistant registrar of the appellant college. The respondent successfully challenged the dismissal and the lower court awarded him damages amounting to approximately 1.6 million Naira together with reinstatement.
The appellant challenged the lower court’s ruling on the grounds that due to the time lapse between the hearing of evidence and delivery of judgement the trial judge was not able to make proper judgement. The appellants further argued that the s 294(1) Constitution requires that judgement must be delivered in 3 months.
The court pointed out that section 294(5) of the Constitution also provides that delay in the delivery of judgment does not lead to a judgment being vitiated. The delay must occasion a miscarriage of justice to result in such a conclusion.
In deciding the matter, the court held that the errors made by the trial judge shows that he was no longer in position to properly appraise the evidence. This resulted in the miscarriage of justice and the appeal was upheld.
The issue determined by the courts was whether the appellant was an interested party in the suit and whether the firstand second respondent were owners of the property in dispute.
The dispute emanated from the decision of the lower court to award a certificate of occupancy to the respondents after their original certificate was revoked. When their original certificate of occupancy was revoked the land was allocated to the appellant who had built a shopping mall. The appellant challenged the decision to award the occupancy certificate to the respondents. It argued that the trial court lacked jurisdiction to hear the matter because of non-joinder of all parties whose rights were affected by the court’s decision. The appellant further claimed that their right to fair hearing was infringed.
The respondents argued that the revocation of the original occupancy certificate was null and void because it was in breach of the Land Act. They contended that they could not join the appellants because they did not know of their existence and they were original owners of the land.
In deciding the matter, the court held that the respondents knew of the existence of the appellant and had a legal duty to join the appellant in the suit so that they can be given an opportunity to be heard. It ruled that the court had no jurisdiction to make orders that bind a party who was not given an opportunity to be heard. The appeal was thus upheld.
The court considered an application in a matter that dealt with a judgment that omitted counsel’s name. The court was asked to review and/or vary and/or annulling part of the Judgment to reflect the change. The court had the inherent power to correct a slip in its judgment. However, the slip rule can never be used by a party to seek clarity over a judgment but only correct minor errors.
Where counsel does appear and argue for the appellant, their names should not appear on the judgment. Further, only the names of counsel and not the parties are listed on the judgment. Once a court has delivered its decision on a matter, it ceases to be seized of the cases (functus officio), and it cannot re-open it for any purpose whatsoever except in appropriate and exceptional cases such as when judgment
(a) was obtained by fraud or deceit;
(b) was a nullity;
(c) was given under a mistaken belief that the parties consented to it;
(d) was given in the absence of jurisdiction;
(e) the proceedings adopted was such as to deprive the decision or judgment of the character of a legitimate adjudication; or
(f) was rendered with fundamental irregularity.
A court can however review a judgment to give effect to its meaning, correct clerical errors or accidental slips or omissions.
The court rejected the application to review or vary the judgment because it did not meet the criteria above but permitted the application to delete phrases that it was made in the absence of counsel and deleted reference to parties from appearances.
The court dealt with an application for an extension of time to appeal. The court reiterated the test that must be satisfied for an application for extension of time. The applicant must file an affidavit showing good and substantial reasons for the failure to appeal within time; and propose grounds of appeal that good cause why the appeal should be heard. The court held that the applicant had shown both good and substantial reasons as to why he failed to file appeal with the correct framework and proposed adequate grounds for appeal.
This case concerns the unauthorized sale of company shares the by stock brokers.
The Court of Appeal determined whether the lower court erred in its decision to find the appellants liable for the unauthorized and illegal sale of the respondent’s shares. The court held that evaluating evidence is primarily the role of the trial court and that the appellate court will only interfere where there is clear evidence that the lower court failed to evaluate the evidence properly. The court was not satisfied, however, that such evidence was presented. It therefore confirmed the lower court’s decision.
The court also considered whether the lower court correctly attributed costs. It held that decisions as to costs follow the overall decision and found that, in this case, the lower court’s decision regarding costs was reasonable and in accordance with the law. It, therefore, also dismissed this ground for appeal and the entire appeal.
This appeal case concerns the sale of property. The appellant purchased Block 4BQ which the first respondent claimed is part of Block 1 which she previously purchased. The trial judge nullified the sale of Block 4BQ to the appellant. The appellant filed a counter-claim which was dismissed.
The court of appeal considered whether the lower court was right when it held that the first respondent, not the appellant, was entitled to Block 4BQ. The court held that the terms of the contract must be enforced and found that the evidence clearly implied that Block 4BQ was part of Block 1 which the first respondent purchased and fully paid for. Consequently, the decision of the lower court was confirmed.
The court also determined whether the lower court was right to dismiss the appellant’s counter-claim. The court held that the counter-claimant must establish the counter-claim. In this case, the counter-claimant failed to do so. Consequently, the court confirmed the decision by the trial court to dismiss the counter-claim.
The issue was whether the unilateral withdrawal of a bank guarantee by the appellant amounted to breach of contract.
The appeal emanated from judgement of trial court which found that the withdrawal of a bank guarantee by the appellant
was in breach of contract. The appellant had advanced a bank guarantee to the respondent to guarantee its trading capacity with MTN, a communications company for which it was a distributor. The parties agreed that the contract can only be terminated by giving 60 days’ notice period. The appellant unilaterally terminated the contract.
The respondent successfully challenged the termination in a lower court and was awarded damages amounting to ten million Naira with pre-trial interest. The appellant appealed the decision on the basis that it withdrew the bank guarantee after the respondent breached the agreement. It argued that the respondent’s claim was premised on negligence which had not been proven.
The respondent maintained that the appellant breached the contract by withdrawing the bank guarantee resulting in MTN cancelling its distribution agreement with the respondent. It further argued the delivery of termination was never proved.
The court held there was no evidence to show that the termination notice was delivered to the respondent. It found that the withdrawal of the bank grantee amounted to a breach of contract. The court ruled that it has no power to interfere with damages awarded by the lower court unless special circumstances exist. It found that the ten million award was too excessive warranting it to intervene.
The appeal was dismissed. General damages were reduced from ten million Naira to five million Naira.
Contract Law – payment of money – specific performance Civil procedure – jurisdiction - ratio decidendi
This was an appeal against a garnishee order granted by the court. The appellant contended that the garnishee proceedings were null and void because the first respondent did not disclose that the second respondent fell within the jurisdiction of the lower court. Further, the appellant argued that there was abuse of court process because the garnishee order was made after the appellant was granted leave to appeal.
The respondent argued that the appellant was not a party to the garnishee proceeding and cannot challenge the procedure.
In deciding the matter, the court held that the question of the judgement creditor establishing that the garnishee was within jurisdiction was not for the judgement debtor to determine but the court. It found that the appellants were not parties to the garnishee proceedings and that an appeal does not operate as a stay of execution. The appeal was thus dismissed.
The appeal was against a garnishee order attaching a sum of approximately N97 million belonging to the appellant granted by the lower court. The appeal was based on the claim that the garnishee order was made without hearing the appellants’ earlier motion for a of stay execution. This, the appellants argued, was a violation of their right to a fair trial.
The respondent raised a preliminary objection that the appellant had no standing because it was judgement debtor, not the garnishee. It further argued that the appellants had not obtained leave to appeal.
The appellants responded by pointing out that they were respondents to the garnishee application, and that the funds that were to be attached belonged to them. Thus, they had locus standi (the standing and right to file this appeal).
The court held that it is only the garnishee that can appeal an order made by the court. It ruled that garnishee proceedings are strictly between the creditor and the garnishee. It found that the appellant lacked locus standi to file the appeal and the appeal was dismissed.
The appellants appealed a judgment granting the respondent payment of a sum of money in terms of an indemnity agreement between the parties.
There were four issues for determination in the main appeal: whether the lower court had jurisdiction to hear the matter; whether the personal indemnity form did not constitute a contract between second appellant and first respondent to make second appellant personally liable to indemnify first respondent; whether the deposit of the second appellant’s title deeds with the first respondent was in furtherance of the personal indemnity form; and whether the judgment was against the weight of evidence.
As regards the first ground of appeal, the court found that the lower court was vested with the jurisdiction to hear the matter, as stated in the Insurance Act, 2003. The second ground was resolved in favour of the first respondent as the indemnity form was held to be a contract with the main aim of making the second appellant personally liable to indemnify the first respondent. Issue 3 was found in favour of the first respondent as the words of the document were found to have created an equitable mortgage over the second appellant’s property, using it as collateral to secure the counter indemnity granted by the first respondent on behalf of the second appellant. The fourth issue was resolved in favour of the first respondent, and the appeal was held to be lacking in substance and merit. The appeal was dismissed.
The appellants, employees of the first respondent, appealed a decision against the lower court that dismissed the appellants’ suit claiming wrongful termination.
The court began its consideration of the appeal by assessing the implication of collecting entitlements by the appellants whilst their case was pending, and whether this estopped them from bringing a challenge against their termination. The Supreme Court held that collection of terminal benefits in respect of wrongfully terminated employment would not be a bar to challenging the wrongful termination. If a termination is wrongful then it cannot be remedied by the subsequent act of the injured party. The appellants were therefore held not to be estopped from challenging their termination.
The court held that the main issue for determination was whether employment of the appellants was wrongfully terminated. The sole witness for the appellants stated that there were conditions of service governing their employments, but failed to tender any documentary evidence in support thereof. The onus of proof rests on the appellants to tender the terms and conditions of service; failure to do so had dire consequences for the appellants’ case as it is a vital issue. The court held that at the trial the appellants failed to discharge the onus of proving wrongful termination and how the respondents breached the terms of employment. The appeal was dismissed for lacking merit
Appeals – evidence before trial judge leading to draw inferences and conclusions on the facts of the case
The court considered whether it is proper for a trial court to embark upon an examination of documents tendered as exhibits when such examination will amount to a fact-finding investigation that leads to the discovery of fresh facts. Further, whether the trial court was justified in refusing to admit the pictures of the restaurant as an exhibit.
The court held that evaluation of evidence is primarily the function of the trial court. However, where the trial court fails to evaluate such evidence properly, the appellate court can interfere and reevaluate the evidence. The court also held that photographs are not admissible in evidence without their negatives in terms of the Evidence Act.
The court found that the trial court did not make sufficient effort to evaluate the evidence. The court also found that although exhibit 3 was tendered and admitted without objection, the trial court did not discredit the exhibit in the process of its evaluation. The court found the evidence of the photographs inadmissible because it was in variance with the pleadings and the negatives were destroyed.
The court accordingly dismissed the appeal.
The court considered whether the second respondent was an agent of the appellants and entitled to a commission.
The court held that an agency is a fiduciary relationship created when a principal gives authority to an agent to act on his behalf which is accepted by the agent. The court also held that for a real estate agent to claim commission they must show that there was an introduction of a purchaser which was an efficient cause in bringing about the sale of a property. Professional Conduct for Legal Practitioners 2007 Rule 7(2)(b) does not forbid a legal practitioner from engaging in the business of a commission agent.
The court found that there was no illegality in the agency agreement between the second respondent and appellants.
The court accordingly dismissed the appeal and awarded costs to the respondent.
The court considered whether the appellants were necessary parties in the suit, and what is the procedure to determine a reasonable cause of action.
The court held that a necessary party is one who is bound by the result of an action. Further held that cause of action is the facts which when proved entitle a plaintiff to a remedy against the defendant and the procedure thereof is showing that the statement of claim contained facts which if proved plaintiffs would succeed.
The court found that the appellants had made a premature application which supported the respondent’s contention that there is a reasonable cause of action, and that the second appellant is a necessary party to the proceedings.
The court accordingly dismissed the appeal and costs were awarded to the respondent.
Trials – onus of proof in civil proceedings – plaintiff to adduce satisfactory evidence in support of their case
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.
Appeal against the lower court’s judgment dismissing its suit to declare the actions of the respondents to be illegal, and unconstitutional.
There were four issues for determination: whether the lower court’s decision was wrongly founded on a non-viable, invalid, and non-existent statement of defence; whether the lower court erred in holding that the appellant was a registered member of the respondents’ association; whether the respondents may rely on the defence available to the defendants’ association, which was not party to the proceedings; and whether the lower court erred in dismissing the appellant’s claims.
The court found that the lower court granted the application to amend the statement of defence. The amended statement already filed was deemed as properly served and filed. This order was not challenged by the appellants and was binding on the parties.
The second issue was decided in favour of the appellant. The appraisal of evidence and ascription of probative value thereto was the exclusive purview of the trial court. An appellate court will only interfere if the findings made were found to be perverse or unsupported by the evidence adduced. On examining the record, the court held that the trial court erred in finding that the appellant was a member of the respondents’ association, and the interests of justice justified an interference with the findings.
Issue three was held to be unrelated to any complaint or portion of the trial court’s judgment, and issue four was resolved in favour of the appellant.