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Legal Brains Trust (LBT) Limited v Basajjabalaba & 14 Others (Constitutional Application 3 of 2024)

Supreme Court · [2024] UGSC 35 · 2024 Application Partly Allowed ✦ AI-generated summary ↓ Download
Jurisdiction
Uganda
Case Type
Application in a pending Supreme Court constitutional appeal for substitution of two cross-respondents and leave to amend the notice of cross-appeal
Decision
Application substantially failed; substitution of the deceased officer's estate and amendment of the notice of cross-appeal refused, but Orient Bank Limited's substitution by its new name, I & M Bank (Uganda) Limited, allowed

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Holding

On an application to substitute parties and amend a notice of cross-appeal, the Supreme Court held that the late Governor of the Central Bank's personal estate could not be substituted because his impugned acts were done in his official capacity, attracting vicarious liability of the employer rather than personal liability. The substitution of Orient Bank Limited by its new name, I & M Bank (Uganda) Limited, was allowed under section 40(5) of the Companies Act 2012. Leave to amend the notice of cross-appeal was refused because, sought after submissions had closed and seeking to revive an abandoned ground, it was brought with undue delay and in bad faith. The application substantially failed.

Facts

The applicant filed Constitutional Petition No. 4 of 2012 challenging contracts for the management of Nakasero, Nakivubo Shauri Yako, St. Balikuddembe and Nakawa Markets and the Constitutional Square, and the compensation effected on termination of those contracts through borrowings by a sister company on the strength of letters of comfort and guarantee issued by Bank of Uganda. The petition was decided 3:2 in the applicant's favour. The first to sixth respondents lodged Constitutional Appeal No. 4 of 2020, and the applicant filed a cross-appeal on ten grounds but expressly abandoned Ground 1 in its submissions of 24 September 2021. After submissions in the cross-appeal had closed, the applicant filed the present application on 27 February 2024, seeking to substitute the late Professor Mutebile with the administrators of his estate, to reflect Orient Bank Limited's new name, and to amend the notice of cross-appeal by adding grounds and particularising remedies.

Issues

  1. Whether the late Professor Emmanuel Tumusiime Mutebile, the Tenth Cross-Respondent, should be substituted with the administrators of his estate.
  2. Whether Orient Bank Limited, the Twelfth Cross-Respondent, should be substituted with its new name, I & M Bank (Uganda) Limited.
  3. Whether leave should be granted to amend the notice of cross-appeal to introduce new grounds and particularise the remedies sought.

Orders

  • The application to substitute Professor Emmanuel Tumusiime Mutebile, the Tenth Cross-Respondent, with the administrators of his estate is disallowed.
  • The application to replace Orient Bank Limited, the Twelfth Cross-Respondent, with its new name, I & M Bank (Uganda) Limited, is allowed and the name is substituted accordingly.
  • The application for leave to amend the Notice of Cross-Appeal in Constitutional Appeal No. 4 of 2020 is disallowed.
  • Costs to abide the cause.

Key headnotes

Tort Law — Vicarious Liability — Acts of a public officer done in official capacity
An employer is vicariously liable for the acts of its employees taken within the ordinary course of their employment, and accordingly the personal estate of a public officer cannot be held responsible for acts undertaken in the exercise of his official mandate.
Company Law — Change of Company Name — Effect on existing legal proceedings
Under section 40(5) of the Companies Act 2012, a change of name by a company does not affect any of its rights or obligations or render legal proceedings defective, and proceedings may be continued or commenced against the company by its new name.
Civil Procedure — Amendment of Pleadings — Governing principles
An amendment to pleadings should not work injustice to the other side (an injury compensable by damages not being treated as injustice), should avoid multiplicity of pleadings, should not be granted where made mala fide, and should not be allowed where expressly or impliedly prohibited by any law on limitation of action.
Civil Procedure — Amendment of Pleadings — Undue delay and bad faith after close of submissions
An amendment to pleadings brought after submissions have closed and intended to close gaps in the pleading is brought with undue delay and denotes bad faith and ought not to be allowed, the more so where it seeks to revive an abandoned ground or to raise a new cause of action negating the opposite party's line of defence.

Legislation cited (5)

  • Judicature (Supreme Court Rules) Directions rule 93
  • Judicature (Supreme Court Rules) Directions rule 32(5)
  • Judicature (Supreme Court Rules) Directions rule 82
  • Companies Act 2012 s.40(5)
  • Companies Act 2012 s.38

Cases cited (2)

  • Gaso Transport Services (Bus) Ltd v Martin Adala Obene (1990-1994) 1 EA 88
  • Abdul Karim Khan v Mohamed Roshan (1965) EA 289
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.