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Kampala International University and Others v Hon. Justice Prof. Dr. G.W. Kanyeihamba (Civil Appeal No. 368 of 2020)

Court of Appeal · [2025] UGCA 185 · 2025 Appeal Partly Allowed ✦ AI-generated summary ↓ Download
Jurisdiction
Uganda
Case Type
First appeal to the Court of Appeal from a High Court judgment in a civil suit for breach of contract
Decision
Appeal partly allowed: the UGX 52,000,000 award for the unserved period set aside; the awards of UGX 72,000,000 arrears and UGX 25,000,000 general damages, with interest, confirmed; appellants to pay costs of the appeal and below.

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Holding

The Court of Appeal partly allowed the appeal. It held the 2nd and 3rd appellants were properly joined and the trial judge could not be faulted for failing to rule on a misjoinder objection never properly raised at trial. The suit had not proceeded ex parte; having failed to file witness statements, the appellants simply offered no evidence. The court confirmed a contract existed and upheld UGX 72,000,000 arrears for the served renewed term and UGX 25,000,000 general damages with interest. It set aside the UGX 52,000,000 awarded for the unserved two years, holding that an employee whose service contract is prematurely terminated cannot claim remuneration for years not worked; the sole remedy is damages.

Facts

On 10 June 2003 the 3rd appellant, on behalf of the 2nd appellant, appointed the respondent Chancellor of Kampala International University for a five-year term effective 23 May 2003, renewable by mutual agreement. By letter of 7 April 2011 the appellants informed the respondent that his tenure had been renewed effective 1 May 2008 but that, owing to a strategic shift, a science scholar would be appointed Chancellor. The respondent was entitled to a monthly honorarium of UGX 2,000,000, which fell into arrears after the first term. He sued for breach of contract in the High Court. The appellants filed a defence and joint scheduling memorandum but failed to file witness statements, so the trial proceeded on the respondent's evidence. The trial judge found a contract existed, awarded UGX 72,000,000 arrears for the three served years of the renewed term, UGX 52,000,000 for the unserved two years, and UGX 25,000,000 general damages with interest. The appellants appealed.

Issues

  1. Whether the suit against the 2nd and 3rd appellants was incompetent because the 2nd appellant was not a suable legal entity and the 3rd appellant acted only as an agent of a disclosed principal.
  2. Whether the trial judge erred in failing to determine the preliminary objection on misjoinder raised in the appellants' written statement of defence.
  3. Whether the trial judge erred in proceeding to determine the suit ex parte and thereby condemning the appellants unheard.
  4. Whether there was a contract between the appellants and the respondent and, if so, whether the respondent was entitled to the arrears awarded.
  5. Whether the respondent could recover UGX 52,000,000 for the unserved two years of the renewed contract.
  6. Whether the award of UGX 25,000,000 general damages and interest was justified.

Orders

  • The order directing the appellants to pay UGX 72,000,000 as arrears for the period served after renewal of the respondent's tenure is confirmed.
  • The order that the respondent be paid UGX 52,000,000 for the unserved period of the contract is set aside.
  • The order that the appellants pay UGX 25,000,000 as general damages is confirmed.
  • The order for interest at court rate on the arrears (from the date of filing the suit) and on the general damages (from the date of judgment) until payment in full is confirmed.
  • The appellants pay costs of this appeal and in the court below.

Key headnotes

Civil Procedure — Preliminary Objections — Misjoinder of Parties — Objection Not Raised at Trial
A trial court cannot be faulted for failing to determine a preliminary objection on misjoinder where the objecting party, though flagging the intention in its written statement of defence, never raised the objection for decision at the hearing of the suit.
Civil Procedure — Joinder of Parties — Order 1 rules 3 and 9 CPR — Suable Entities
A defendant may be properly joined where a right to relief arising out of the same transaction is alleged against it, and no suit shall be defeated by misjoinder or non-joinder; a body registered under the Trustees Incorporation Act may be sued under section 2(3) of that Act, and an officer who authored the impugned letters may be sued in his personal capacity.
Civil Procedure — Ex Parte Proceedings — Order 17 rule 4 CPR — Failure to Adduce Evidence
Where the parties have been notified of the hearing and a defendant, though represented, fails or refuses to file witness statements and produce evidence, the suit does not proceed ex parte; the defendant is treated as having elected to offer no evidence and the court may decide the suit under Order 17 rule 4.
Contract Law — Formation — Elements of a Valid Contract — Section 9 Contracts Act 2010
A valid contract requires agreement, free consent, capacity, lawful consideration, lawful object and an intention to be legally bound, and may be oral, written, partly oral and partly written, or implied from the conduct of the parties; a course of correspondence and payment of an honorarium can establish the existence and renewal of a contract.
Employment & Labour — Premature Termination of Service Contract — Measure of Compensation
An employee whose contract of personal service is prematurely or unlawfully terminated cannot claim remuneration for the unserved remainder of the term; the sole remedy is damages, and a court cannot award payment for years the employee has not worked.
Damages & Quantum — General Damages — Appellate Interference — Restitutio in Integrum
General damages aim to restore the wronged party, as nearly as possible, to the position they would have occupied but for the breach (restitutio in integrum); an appellate court will interfere with a trial court's assessment only where the trial court applied a wrong principle, misapprehended the facts, or arrived at a wholly erroneous estimate that is inordinately high or low.
Damages & Quantum — Interest — Discretion — Section 26(3) Civil Procedure Act
An award of interest is discretionary and is justified because the defendant has kept the plaintiff out of money the defendant has had the use of; the court may award interest at court rate from the date of filing the suit or of judgment until payment in full under section 26(3) of the Civil Procedure Act.

Legislation cited (10)

  • Universities and Other Tertiary Institutions Act Cap 262 s.103(b)
  • Trustees Incorporation Act Cap 271 s.2(3)
  • Civil Procedure Rules Order 1 rule 9
  • Civil Procedure Rules Order 1 rule 3
  • Civil Procedure Rules Order 17 rule 4
  • Contracts Act 2010 s.9
  • Contracts Act 2010 s.9(2)
  • Evidence Act s.101(1)
  • Civil Procedure Act Cap 282 s.27
  • Civil Procedure Act Cap 282 s.26(3)

Cases cited (28)

  • Selle & Another v Associated Motor Boat Co. Ltd & Others [1968] EA 123
  • Fr. Nasensio Begumisa & 3 Others v Eric Tibebaga (Civil Appeal No. 17 of 2002)
  • Coghlan v Cumberland (1898) 1 Ch. 704
  • Baguma Fred v Uganda (Criminal Appeal No. 7 of 2004)
  • Crane Bank Ltd v Nipun Narottam Bhatia (Civil Appeal No. 2 of 2014)
  • Tororo Cement Co. Ltd v Frokina International Ltd (Civil Appeal No. 2 of 2001) [2002] UGSC 24
  • Auto Garage v Motokov [1971] EA 514
  • Betuco (U) Ltd & Ors v Barclays Bank & Ors (Civil Appeal No. 10 of 2002)
  • Metropolitan Properties Ltd v Mayimuna Muye Amin (Civil Appeal No. 4 of 2022)
  • Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd [1959] 1 EA 696
  • Montgomerie v United Kingdom Mutual Steamship Association (1891) 1 QB 370
  • Twinomugisha Alex alias Twine Patrick Kwezi & John Sanyu Katuramu v Uganda (Criminal Appeal No. 35 of 2002)
  • Kengrov Industries Ltd v Chandran (2010) 1 EA
  • Vine v National Dock Labour Board [1956] 1 QB 658
  • Barclays Bank of Uganda v Godfrey Mubiru (Civil Appeal No. 1 of 1998)
  • Bank of Uganda v Betty Tinkansimire (Civil Appeal No. 12 of 2002)
  • Fortunato Federici v Irene Nabwire (Civil Appeal No. 3 of 2004)
  • Uganda Wildlife Authority v Kuluo Joseph Andrew & 2 Others (Civil Appeal No. 3 of 2011)
  • Dharamshi v Karsan [1974] 1 EA 41
  • Gullabhai Ushittingi v Kampala Pharmaceuticals Ltd (Civil Appeal No. 6 of 1991)
  • Karam v Aschkar [1963] 1 GLR 38 (SC)
  • Byabalema & 2 Others v UTC Ltd (Civil Appeal No. 7 of 1993)
  • Robert Coussens v Attorney General (Civil Appeal No. 1 of 1999)
  • Uganda Development Bank v National Insurance Corporation & Anor (Civil Appeal No. 28 of 1995)
  • Gichuki v TM Construction Group (2003) 1 EA 83
  • Begumisa Financial Services Ltd v General Holdings Ltd & Anor [2004] EA 28
  • Kabandize John Baptist & 21 Others v KCCA (Civil Appeal No. 35 of 2016)
  • Ahmed Bhahu v Car and General Ltd (Civil Appeal No. 12 of 2002)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.