PROJECT WORK

FOR: NAMULUNGA SUZAN

 TABLE OF CONTENTS
CONTRACT LAW......................................................................................................................................3
1) SSERUWAGI V JAMANI & 2 OTHERS (CIVIL SUIT 1024 OF 2019) [2023] UGCOMMC 181
(30 MARCH 2023)....................................................................................................................................3
2) MEMER ENGINEERING SUPPLIES UGANDA LIMITED V DIVINE LIGHT FINANCE
LIMITED (CIVIL SUIT 762 OF 2019) [2023] UGCOMMC 94 (5 SEPTEMBER 2023).......................3
SALE OF GOODS.......................................................................................................................................4
3) VIVA GENERAL MERCHANDISE V RAILWAY MEDIA LIMITED (HC CIVIL SUIT NO.
995 OF 2020) [2022] UGCOMMC 63 (16 AUGUST 2022)....................................................................4
4) INDUSTRIE ROHSTOFFE GMBH V MATIYA AND ANOTHER (CIVIL SUIT 478 OF 2021)
[2022] UGCOMMC 120 (17 JANUARY 2022).......................................................................................4
5) AFRICA POLYSACK INDUCTRIES LIMITED V SUGAR AND ALLIED INDUSTRIES
LIMITED (CIVIL SUIT 174 OF 2016) [2021] UGCOMMC 184 (15 SEPTEMBER 2021)...................5
AGENCY......................................................................................................................................................6
6) COTTON PRODUCTS (U) LTD V MOSES OLOWO AKA MOSES OYUKI T/A CONSUMER
CONNECT LINK PROMOTIONS (CIVIL SUIT NO. 366 OF 2004) [2005] UGCOMMC 68 (28
NOVEMBER 2005)...................................................................................................................................6
7) FULL LINE DISTRIBUTORS LTD V CROWN BEVERAGES LTD (CIVIL SUIT NO. 141 OF
2012) [2016] UGCOMMC 222 (20 DECEMBER 2016)..........................................................................7
EMPLOYMENT LAW...............................................................................................................................7
8) SENTONGO V UMEME LIMITED (LABOUR DISPUTE REFERENCE 247 OF 2018) [2025]
UGIC 25 (5 MARCH 2025)......................................................................................................................7
9) NAKANWAGI V OPPORTUNITY BANK UGANDA LIMITED (LABOUR DISPUTE
REFERENCE 152 OF 2021) [2024] UGIC 77 (20 DECEMBER 2024)..................................................9
TORT LAW..................................................................................................................................................9
10) AKWARE V GAAGA ENTERPRISES LTD (CIVIL SUIT NO. 271 OF 2011) [2020]
UGHCCD 107 (15 MAY 2020).................................................................................................................9
11) OKURA & ANOR VS UMEME LTD (CIVIL SUIT NO. 41 OF 2016) [2019] UGHCCD 111
(2 MAY 2019)..........................................................................................................................................10
PARTNERSHIPS.......................................................................................................................................10
12) ASINGWIRE & ANOR VS RWAKOOJO (HCT – 01 – CV – CS N0. 001 0F 2014) [2018]
UGHCCD 73 (18 DECEMBER 2018)....................................................................................................11
13) NYUMA V MAWA (CIVIL SUIT NO. 0010 OF 2008) [2011] UGHC 148 (11 OCTOBER
2011) 11
COMPANIES..............................................................................................................................................12
14) ABSA BANK OF UGANDA LIMITED AND 2 OTHERS V ENJOY UGANDA LIMITED
AND 2 OTHERS (MISCELLANEOUS APPLICATION 1243 OF 2023) [2023] UGCOMMC 23 (19
SEPTEMBER 2023)................................................................................................................................12
15) KAMPALA CITY COUNCIL FOOTBALL CLUB LTD V CAPITAL MARKETS
AUTHORITY (HCT-00-CC-MC 8 OF 2007) [2007] UGCOMMC 33 (15 APRIL 2007).....................13
CONTRACT LAW
1) SSERUWAGI V JAMANI & 2 OTHERS (CIVIL SUIT 1024 OF 2019) [2023]
UGCOMMC 181 (30 MARCH 2023)
FACTS: Anthony Nsibirwa Sseruwagi filed Civil Suit No. 1024 of 2019 in the High Court of
Uganda at Kampala (Commercial Division) against Alnoor Jamani, Shasultan Meherali Karim
Tejani, and Hermion Uganda Limited. He claimed that he was employed by the 1st and 2nd
defendants as an agent to find a buyer for a property on Kira Road, Kampala, and introduced the
3rd defendant's agent to facilitate its sale for USD 800,000. He sought a 10% commission on the
sale price.
ISSUES: The court framed the issues to determine whether the plaintiff had a cause of action
based on an oral contract, whether the defendants owed the plaintiff any debt, and whether the
remedies sought were justified.
LEGAL ANALYSIS: The plaintiff argued that there was an oral agreement, supported by
electronic communications, for a 10% commission, despite the contract exceeding the threshold
requiring written agreements under Section 10(5) of the Contracts Act No. 7 of 2010. The
defendants contested this, asserting that no such oral contract existed, and even if it did, it would
be unenforceable due to statutory requirements.
HELD: The court held that the agreement, allegedly made orally in 2017, was subject to Section
10(5) of the Contracts Act, mandating written agreements for amounts exceeding twenty-five
currency points. The plaintiff failed to prove the existence of a legally enforceable contract under
the law, and thus, the suit was dismissed.
OUTCOME: The court dismissed the plaintiff's claims, ruling that the oral agreement was
unenforceable under statutory law, and upheld the defendants' arguments against the existence of
a binding contract.
2) MEMER ENGINEERING SUPPLIES UGANDA LIMITED V DIVINE LIGHT
FINANCE LIMITED (CIVIL SUIT 762 OF 2019) [2023] UGCOMMC 94 (5
SEPTEMBER 2023)
FACTS: Memer Engineering Supplies (U) Limited (Plaintiff) brought suit against Divine Light
Finance Ltd (Defendant) for recovery of goods worth Ugx. 111,120,000 supplied under a
purchase order, with subsequent non-payment by the Defendant. The Plaintiff incurred additional
costs due to securing a loan to finance the order.
ISSUES:
1. Whether there was a breach of contract and by whom?
2. What remedies are available to the parties?
LEGAL ANALYSIS: The Plaintiff substantiated their claim with delivery notes and invoices
proving the delivery of goods to the Defendant, which were used as specified in subsequent
contracts. The Defendant disputed the quality and completeness of the goods delivered, alleging
breach on the Plaintiff's part. However, the Court found the Plaintiff's evidence compelling and
unchallenged, thereby concluding breach of contract by the Defendant.
HELD: The Court held the Defendant liable for breach of contract, ordering payment of Ugx.
51,191,000 as special damages, Ugx. 25,000,000 as general damages, and awarded interest on
special damages at 10% per annum from the filing date, and on general damages at 8% per
annum from the judgment date. Costs were also awarded to the Plaintiff.

SALE OF GOODS
3) VIVA GENERAL MERCHANDISE V RAILWAY MEDIA LIMITED (HC CIVIL
SUIT NO. 995 OF 2020) [2022] UGCOMMC 63 (16 AUGUST 2022)
FACTS: Viva General Merchandise Ltd. sued Railey Media Ltd. for breach of contract, unjust
enrichment, and recovery of UGX 290,937,000 for goods purchased but not paid for between
July 2016 to May 2017.
LEGAL ISSUES: Whether Railey Media Ltd. is indebted to Viva General Merchandise Ltd.
and what remedies are available to the parties.
LEGAL ANALYSIS:
 The plaintiff claimed breach of contract based on the Sale of Goods and Supply of
Services Act 2017 and precedent from Ronald Kasibante v. Shell (U) Ltd HCCS No. 542
of 2006.
 Plaintiff's counsel argued that despite acknowledgements in the defense, no proof of
payment was provided by the defendant.
 Evidence included invoices and VAT claims, but no conclusive proof of credit
transactions was presented by the plaintiff.
 Defendant's defense focused on cash transactions and lack of specific evidence of
outstanding payments.
 The burden of proof under Section 101 of the Evidence Act Cap 6 required the plaintiff to
prove the existence of the contract and debt, which was not sufficiently established.
JUDGMENT: The court found that the plaintiff failed to prove the existence of a credit
arrangement or outstanding debt on a balance of probabilities.
OUTCOME: The suit was dismissed with costs awarded to the defendant.
4) INDUSTRIE ROHSTOFFE GMBH V MATIYA AND ANOTHER (CIVIL SUIT
478 OF 2021) [2022] UGCOMMC 120 (17 JANUARY 2022)
FACTS
Industrie Rohstoffe GmbH, an Austrian company, sued Matiya Golden and Sempuma Patrick
Mugaga, the defendants, before the High Court of Uganda (Commercial Division) in Civil Suit
No. 0478 of 2021.
The plaintiff sought to regain possession of eighteen containers of Poly aluminium chloride held
by the Uganda Revenue Authority (URA) in transit to the defendants.
The dispute arose from identity fraud where the defendants impersonated M/s Bristol Water Plc.,
UK, leading to the shipment of goods to Uganda without payment.
ISSUES
1. Whether the plaintiff is entitled to an order of stoppage of the goods in transitu.
2. What remedies are available to the plaintiff.
LEGAL ANALYSIS
Stoppage of Goods in Transitu
 The plaintiff demonstrated its status as an unpaid seller through invoices,
correspondence, and delivery notifications.
 Goods are considered in transit until delivery to the consignee or their agent, supported
by the bill of lading and delivery notifications.
 The plaintiff proved the goods are still in transit as they remain in the custody of the
carrier, URA, with no delivery to the defendants.
 Anticipating the defendants' inability to pay, evidenced by their impersonation and denial
of the transaction, justifies stoppage in transitu under the Sale of Goods and Supply of
Services Act, 2018.
Remedies Available
 The court ordered possession and re-export of the goods to the plaintiff.
 Costs of the suit were awarded to the plaintiff under the Civil Procedure Act.
HELD
Judgment was entered for the plaintiff, granting possession and re-export of the goods, with costs
borne by the defendants jointly and severally.
5) AFRICA POLYSACK INDUCTRIES LIMITED V SUGAR AND ALLIED
INDUSTRIES LIMITED (CIVIL SUIT 174 OF 2016) [2021] UGCOMMC 184 (15
SEPTEMBER 2021)
FACTS: The dispute revolves around whether interest charges were validly incorporated into a
contract between the plaintiff and the defendant. The plaintiff provided goods based on purchase
orders specifying a credit period of 30 days. Despite this, tax invoices issued by the plaintiff
included terms for interest without prior agreement or notice to the defendant. The defendant
never paid interest previously and did not agree to such terms.
ISSUES:
  Whether interest charges can be implied from the conduct of the parties.
 Whether previous dealings between the parties imply acceptance of interest terms.
 Whether customary business practices in the industry justify the inclusion of interest
charges.
 Whether the interest claimed by the plaintiff is recoverable.
LEGAL ANALYSIS:
 The court examines Section 10(2) of The Contracts Act, which allows for the implication
of terms based on the parties' conduct (Reveille Independent Llc v. Anotech International
(UK) Ltd [2016] EWCA Civ 443).
 Terms may be incorporated by conduct if there is clear evidence that both parties acted in
a manner indicating agreement (G. Percy Trentham Ltd v. Archital Luxfer Ltd [1993]
Lloyds Rep 25).
 Previous dealings can imply terms into a contract if they are frequent, established, and
known to both parties (Hollier v. Rambler Motors (AMC) Ltd [1972] 2 QB 71).
 Customary practices in the business can only incorporate terms if widely known,
regularly observed, and not contrary to express contract terms (Nelson v. Dahl (1879) 12
Ch. D., at p. 575).
HELD:
The court finds that the interest claimed by the plaintiff was never expressly agreed upon or
incorporated into the contract. Previous conduct and dealings did not establish a consistent
pattern of paying interest, nor did they imply acceptance of such terms. Customary practices in
the industry were not sufficiently proven to justify including interest charges. Therefore, the
interest claimed by the plaintiff is deemed not recoverable under the contract.

AGENCY
6) COTTON PRODUCTS (U) LTD V MOSES OLOWO AKA MOSES OYUKI T/A
CONSUMER CONNECT LINK PROMOTIONS (CIVIL SUIT NO. 366 OF 2004)
[2005] UGCOMMC 68 (28 NOVEMBER 2005)
FACTS: Cotton Products (U) Ltd, the plaintiff, sought recovery of Shs. 17,703,000/= from
Moses Olowo, trading as Consumer Connect Link Promotions, the defendant. This amount
represented the cost of Kotex sanitary pads supplied to the defendant for sale as an alleged sales
agent. The defendant countered, claiming he was merely an advertising agent entitled to a
commission of Shs. 5,400,000/= based on sales.
ISSUES: The court addressed whether a valid contract existed between the parties, if there was a
breach by the defendant, and what remedies were available.
LEGAL ANALYSIS: The plaintiff argued for the validity of an oral contract supported by
invoices and delivery notes, citing Cheshire and Fifoot on contract law. Evidence showed the
defendant took goods worth Ug.Shs. 23,328,000/=, paid Ug.Shs. 6,220,000/=, leaving an unpaid
balance of Ug.Shs. 17,103,000/=. The court found the defendant breached the contract for non-
payment.
HELD: The court awarded special damages of Shs. 17,103,000/= to the plaintiff, nominal
damages of Shs. 200,000/=, and reduced interest from 30% to 24% per annum from the date of
judgment until full payment. The counter claim by the defendant was dismissed.
7) FULL LINE DISTRIBUTORS LTD V CROWN BEVERAGES LTD (CIVIL SUIT
NO. 141 OF 2012) [2016] UGCOMMC 222 (20 DECEMBER 2016)
FACTS: The case involves a distributorship agreement between the Plaintiffs, a French
manufacturing company, and the Defendants, concerning the exclusive distribution of products
in the United Kingdom. The agreement allowed termination by either party with reasonable
notice. Disputes arose over late payments and alleged breaches, leading the Plaintiffs to
terminate the agreement in April 1970 without prior notice, citing non-payment and other
failures.
ISSUES: The primary issues revolve around whether the termination by the Plaintiffs was valid
under the contract terms, particularly regarding notice requirements and grounds for termination.
Additionally, it addresses whether the Defendants' subsequent attempts to withdraw the
termination were effective.
LEGAL ANALYSIS: As per the contract, termination required a specific notice period, which
the Plaintiffs failed to provide in their initial termination. Precedents, such as Decro-Wall
International SA v Practitioners in Marketing Ltd [1971] 2 All ER 216, suggest that wrongful
termination doesn't automatically end a contract in law but may de facto cease its performance.
The Defendants argued subsequent withdrawal of the termination, highlighting inconsistencies in
citing termination clauses (clause 10.1 versus 7.3.5). The legal debate centers on whether the
termination was procedurally correct and whether subsequent actions validated or nullified the
initial termination.
HELD: The court found the initial termination by the Plaintiffs invalid due to lack of proper
notice under clause 10.1. The attempt to withdraw the termination was contentious, as it cited
different grounds (clause 7.3.5) and failed to meet notice requirements. The contract was deemed
terminated by the Plaintiffs' initial notice, subject to damages if found wrongful. The relationship
was characterized as that of an agent under contract terms, impacting the obligations and rights
under the Contracts Act 2010.

EMPLOYMENT LAW
8) SENTONGO V UMEME LIMITED (LABOUR DISPUTE REFERENCE 247 OF
2018) [2025] UGIC 25 (5 MARCH 2025)
Facts of the Case
Gerald Ssentongo, the Claimant, was employed by Umeme Limited from November 21, 2006,
starting as a meter reader and later promoted to lines man. His employment was terminated on
December 7, 2016, following allegations of involvement in an illegal power line connection.
Ssentongo claimed wrongful dismissal due to alleged procedural irregularities during the
disciplinary process initiated against him after he sustained a work-related injury in April 2016.
Umeme Limited, the Respondent, asserted that Ssentongo's dismissal was lawful under Section
66 (now 65) and Section 69 (now 68) of the Employment Act 2006, citing gross misconduct
related to unauthorized electricity connections.
Issues
1. Whether Ssentongo's dismissal was wrongful.
2. What remedies are available to the parties.
Evidence and Legal Analysis
Claimant's Case
 Ssentongo testified that his dismissal followed a workplace injury and subsequent disputes
over leave entitlements and procedural fairness during the disciplinary proceedings.
 He argued that he was denied adequate time to prepare for his disciplinary hearing and was
not provided with witness statements or allowed to cross-examine witnesses against him.
 Ssentongo claimed damages for mental anguish and exemplary damages for what he
deemed an unfair dismissal.
Respondent's Defense
 Umeme Limited presented evidence through witnesses who testified to Ssentongo's
involvement in the unauthorized power line connection.
 They alleged that Ssentongo received payments for installing the illegal connection and
violated company policies despite warnings and internal regulations.
 The Respondent contended that the dismissal was justified under the Employment Act, which
allows summary dismissal for gross misconduct.
 They cited precedents such as Bwengye Herbert v. Eco Bank to support their argument that
dismissal for gross misconduct does not require proof beyond reasonable doubt but a
reasonable belief in the misconduct.
Decision of Court
 The court found that Umeme Limited followed the procedural requirements outlined in
Section 66 (now 65) of the Employment Act by notifying Ssentongo of the reasons for
dismissal and affording him an opportunity to respond.
 It concluded that Ssentongo's involvement in the illegal power line connection constituted
gross misconduct justifying his summary dismissal.
 The court dismissed Ssentongo's claims of unfair dismissal and upheld Umeme Limited's
right to terminate his employment under the Employment Act provisions.
 Remedies sought by Ssentongo, including damages for mental anguish and exemplary
damages, were denied.
 9) NAKANWAGI V OPPORTUNITY BANK UGANDA LIMITED (LABOUR
DISPUTE REFERENCE 152 OF 2021) [2024] UGIC 77 (20 DECEMBER 2024)
FACTS: Nakanwagi Solome Fiona, the claimant, was employed by Opportunity Bank Uganda
Ltd. Initially hired as a teller in 2008, she was later promoted. In February 2016, she faced
allegations of fraudulent activity at the Gayaza Branch, leading to her suspension in August 2016
pending investigations. On October 10, 2016, without clear reasons, she was terminated after a
disciplinary hearing process.
ISSUES: The main issue addressed by the court was whether the claimant's termination was
lawful, wrongful, and unfair. This involved examining procedural fairness in the disciplinary
process and the justification for the termination.
LEGAL ANALYSIS: The court applied provisions from the Employment Act Cap. 226 and
relevant case law, emphasizing the procedural requirements for fair disciplinary hearings as
established in cases like Ebiju v Umeme Ltd. It highlighted that adequate notice, the right to be
heard, and communication of outcomes are crucial elements of a fair hearing. The court found
that the claimant was not given sufficient notice nor informed of the outcome of the disciplinary
proceedings before her termination, violating procedural fairness standards.
HELD: The court ruled in favor of the claimant, declaring her termination unlawful and unfair.
It characterized the respondent's actions as a "disguised dismissal," using termination with notice
as a pretext for dismissal for misconduct. Remedies awarded included general damages for
emotional distress and reputational harm, punitive damages against the respondent for unfair
labor practices, severance pay based on length of service and salary, issuance of a certificate of
service, interest on monetary awards, and costs due to the respondent's mishandling of the
termination process.

TORT LAW
10) AKWARE V GAAGA ENTERPRISES LTD (CIVIL SUIT NO. 271 OF 2011)
[2020] UGHCCD 107 (15 MAY 2020)
FACTS: Akware Caroline Osilo (the plaintiff) sued Gaaga Enterprises Ltd (the defendant) for
vicarious liability due to the negligence of its bus driver, resulting in a severe accident on
November 18, 2010. The plaintiff, a fare-paying passenger on the defendant's bus, suffered
multiple injuries, including fractures and trauma, necessitating extensive medical treatment and
causing significant financial losses.
ISSUES: The main issues were whether the defendant was vicariously liable for the driver's
negligence, whether the driver breached the duty of care owed to the plaintiff, and if the plaintiff
was entitled to special and general damages.
LEGAL ANALYSIS: The court found that under the principle of vicarious liability, as defined
in Black's Law Dictionary and supported by Ugandan case law (Paul Byekwaso vs. Attorney
General and Bagenda Byabe Tommy vs. Pioneer Easy Bus Limited), an employer is liable for
tortuous acts committed by its employees within the scope of employment. The defendant's bus
driver was negligent, as evidenced by driving recklessly, which directly caused the accident and
the plaintiff's injuries. This negligence was established through the plaintiff's testimony, medical
reports, and the Police Accident Report (Exhibit P6).
HELD: The court awarded the plaintiff UGX. 2,200,000 for special damages and UGX.
100,000,000 as general damages. Costs of the suit were also awarded to the plaintiff, given the
defendant's failure to appear in court despite proper service, leading to an ex parte judgment in
favor of the plaintiff.
11) OKURA & ANOR VS UMEME LTD (CIVIL SUIT NO. 41 OF 2016) [2019]
UGHCCD 111 (2 MAY 2019)
FACTS: The case revolves around the electrocution of Aisha Kiiza and injuries to Shamim
Namusisi allegedly caused by Umeme Limited's negligence. The plaintiffs argue that faulty
installation of Yaka cables by Umeme's agents led to the incident, supported by witness
testimonies and police reports.
ISSUES:
1. Whether Umeme's negligence or illegal connections by the plaintiffs caused Aisha's
electrocution.
2. Whether Umeme is liable for the incident.
3. Available remedies for the plaintiffs.
LEGAL ANALYSIS:
 The burden of proof lies on the plaintiffs under Section 101 of the Evidence Act to prove
negligence on Umeme's part. The doctrine of res ipsa loquitur applies, as established in
Komakech Geofrey v Umeme Ltd, requiring Umeme to show absence of negligence after
the plaintiffs prove the event's occurrence.
 Umeme's defense of illegal connections and contributory negligence is countered by
evidence of negligent Yaka installation, affirmed by witness statements and the police
report.
 Sections 58 and 59 of the Evidence Act bar hearsay evidence, weakening Umeme's
defense based on hearsay from DW1.
 Umeme's duty of care under Donoghue v Stevenson includes ensuring safe electrical
installations, breached by failing to address visible hazards during Yaka meter
installation.
 The court finds Umeme liable for negligence due to undisputed installation of Yaka
shortly before the incident, contributing to Aisha's death and Shamim's injuries.
HELD: Umeme is held liable for negligence leading to Aisha Kiiza's death. Contributory
negligence by the plaintiffs reduces damages awarded. Remedies include compensation for loss
of life, medical expenses, funeral costs, and dependency.
PARTNERSHIPS
12) ASINGWIRE & ANOR VS RWAKOOJO (HCT – 01 – CV – CS N0. 001 0F 2014)
[2018] UGHCCD 73 (18 DECEMBER 2018)
FACTS: The case involves a dispute over a jointly purchased motor vehicle, Registration No.
UAJ 579K, Toyota Hiace, between the Plaintiffs (Asingwire Alex Willy and Biryabarema Deo)
and the Defendant (Rwakojo Grace). The vehicle was purchased from Chatha Investments (U)
Ltd, with a payment of Shs. 11,300,000, where the Defendant contributed UGX 5,300,000,
leaving a balance of UGX 10,500,000 unpaid. Disputes arose leading to legal action by the
Plaintiffs against the Defendant, who counter-claimed for damages due to unlawful arrest and
detention.
ISSUES:
1. Whether there was a partnership between the parties.
2. Liability for the operation of the vehicle during respective periods.
3. The legality and liability concerning the Defendant's arrest and detention.
4. Unlawful possession of the vehicle by the Counter-Defendants.
5. Available remedies for the parties.
LEGAL ANALYSIS:
 The Plaintiffs argued for the existence of a partnership under the Partnership Act but
failed to register under the Business Names Registration Act, leading to the court's
conclusion that no partnership existed.
 Liability for vehicle operation was negated due to the absence of a partnership, as per the
Partnership Act.
 The Defendant's unlawful arrest and detention were found wrongful, with the court
holding the Plaintiffs liable for UGX 20,000,000 in damages under Article 50 of the
Constitution.
 Remedies included ordering the Defendant to account for vehicle proceeds and awarding
general damages of UGX 20,000,000 to the Defendant.
HELD: The court found no partnership existed, dismissed claims for liability in vehicle
operation, held the Plaintiffs liable for wrongful arrest and detention, and declined to award
damages for unlawful possession, emphasizing equitable exercise under Section 98 of the
Civil Procedure Act.

13) NYUMA V MAWA (CIVIL SUIT NO. 0010 OF 2008) [2011] UGHC 148 (11
OCTOBER 2011)
FACTS: The case revolves around a dispute between Nyuma Albert, the administrator of the
estate of late Stephen Koma Itto, and Mawa Alfred, over ownership rights to AGANA A
Complex, an entertainment business located in Moyo Town, Uganda. The business operates on
plots numbered 12, 14, and 16 on Marinda Road. The deceased, Stephen Koma Itto, passed away
on March 16, 1998, leaving behind a varied estate including commercial and residential
properties, and multiple children and wives.
ISSUES: The main issues include whether Mawa Alfred was a partner in AGANA A Complex
or an employee of Stephen Koma Itto, whether the titles to plots 12, 14, and 16 obtained by the
estate administrator are lawful, and what remedies are available to both parties.
LEGAL ANALYSIS: Under Ugandan law, partnership claims require clear evidence of mutual
consent and a common intention to share profits and losses. The burden of proof initially lies on
the party making the claim. Section 109 of the Evidence Act shifts the burden of proof to the
opposing party once partnership has been sufficiently alleged and sworn. The evidence presented
includes witness testimonies and documentary evidence (Exhibits P.7, P.8, P.9, and D-5)
suggesting conflicting views on whether a partnership existed between the deceased and Mawa
Alfred in AGANA A Complex. The legal analysis also addresses the validity of the titles
obtained posthumously by the estate administrator and the implications of non-attendance by
Mawa Alfred at crucial family meetings discussing estate matters.
HELD: The court reframed the issues to better align with the evidence presented, focusing on
whether a partnership existed prior to Stephen Koma Itto's death and the accountability of Mawa
Alfred in relation to estate proceeds. The court's decision hinges on establishing the existence
and terms of any partnership agreement between the parties, specifically during the lifetime of
Stephen Koma Itto, and the legality of subsequent estate administration actions.

COMPANIES
14) ABSA BANK OF UGANDA LIMITED AND 2 OTHERS V ENJOY UGANDA
LIMITED AND 2 OTHERS (MISCELLANEOUS APPLICATION 1243 OF 2023)
[2023] UGCOMMC 23 (19 SEPTEMBER 2023)
BACKGROUND: Absa Bank Uganda Ltd granted Enjoy Uganda Ltd a loan of UGX
300,000,000 in 2018 for fuel purchase, which Enjoy Uganda Ltd defaulted on. This led to Civil
Suit No. 373 of 2021 for recovery of UGX 166,919,490. Enjoy Uganda Ltd made a partial
payment of UGX 91,500,000 in 2021, but subsequent recovery efforts have been hindered as the
company's operations ceased and its assets remain untraceable.
THE APPLICATION: Absa Bank applied to lift Enjoy Uganda Ltd's corporate veil under
Sections 20 of The Companies Act, 2012 and Order 38 Rule 5(d) and Order 52 Rules 1 and 3 of
The Civil Procedure Rules. They sought to execute the decree against Enjoy Uganda Ltd's
directors, claiming the company concealed assets and business changes to evade liability.
SUBMISSIONS: Counsel argued that Enjoy Uganda Ltd's actions mirrored cases like Salima
Jamal v. Uganda Oxygen Ltd, emphasizing the directors' failure to file annual returns since 2018
and their avoidance of creditor interactions post-judgment.
THE DECISION: The court invoked Section 20 of The Companies Act, 2012, noting that
corporate veil lifting requires evidence of deliberate misuse to evade liability, citing precedents
like Merchandise Transport Ltd v. British Transport Commission and Trustor v. Smallbone (No
2). It emphasized that the veil is lifted when a company is a mere facade or sham to defraud
creditors, emphasizing control by directors over the company's actions. The judgment
highlighted that lifting the veil serves justice and prevents fraudulent practices, albeit with a
strong presumption against such measures unless impropriety is proven beyond doubt.
15) KAMPALA CITY COUNCIL FOOTBALL CLUB LTD V CAPITAL MARKETS
AUTHORITY (HCT-00-CC-MC 8 OF 2007) [2007] UGCOMMC 33 (15 APRIL
2007)
FACTS: Kampala City Council Football Club Ltd (KCC FC) sought an ex parte chamber
application under Sections 36 and 37 of the Judicature Act, Cap. 13, 0.46 A r. 2, 7 CPR, and
Civil Procedure (Amendment) Judicial Review Rules, 23. The application aimed to challenge the
Capital Markets Authority's (CMA) decision to halt KCC FC's share offering process to its fans
and supporters. KCC FC claimed they were not granted a hearing, alleging a breach of natural
justice.
ISSUES: Whether CMA had jurisdiction to intervene in KCC FC's share offer to its members
and supporters. Whether KCC FC was denied natural justice by CMA's decision without a
hearing.
LEGAL ANALYSIS: The Court discussed the prerogative orders of certiorari and prohibition,
designed to prevent abuse of power by public authorities, citing legal precedents such as R vs
Paddington Valuation Officer ex-parte Peachey Corporation Ltd [1966] 1 QB 380 and Mwesigye
Enock v Electoral Commission HCMA 62/98. The Court acknowledged CMA's statutory
mandate under Section 5(1)(b) of Cap 84 to regulate securities, including shares, to protect
investor interests and maintain market integrity.
HELD: The Court held that CMA's actions were within its legal authority to regulate securities
offerings. It found that KCC FC's refusal to comply with CMA's directive and attend a scheduled
meeting undermined their claim of denial of natural justice. The Court denied KCC FC's
application for prerogative orders of certiorari and prohibition, suggesting resolution through
dialogue rather than litigation.