Wakilii

Alvi Auto Village Limited v Shumuk Investment Limited & Another (Civil Suit 710 of 2022)

High Court · [2025] UGCOMMC 41 · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract, misrepresentation, and recovery of monies paid
Decision
Judgment entered for the Plaintiff against the 1st Defendant; suit against the 2nd Defendant dismissed for want of cause of action

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

The court held that the suit disclosed no cause of action against the 2nd Defendant acting as agent of a disclosed principal. The 1st Defendant breached two tenancy agreements and a memorandum of understanding by failing to complete agreed construction works and hand over possession of demised premises despite receiving UGX 225,000,000. The 1st Defendant further misrepresented and deceived the plaintiff by leasing out an expired lease it did not own (Plot 148/152) and leasing premises subject to a caveat without disclosure (Plot 1509 Banda). The court awarded special damages of UGX 225,000,000, general damages of UGX 30,000,000 (reduced for plaintiff's contributory negligence in failing to conduct due diligence), and interest.

Outcome

Judgment entered for the Plaintiff against the 1st Defendant; suit against the 2nd Defendant dismissed for want of cause of action

Facts

In November 2020, the plaintiff and 1st defendant entered into a tenancy agreement for Plot 148/152 Mukabya Road. The plaintiff paid UGX 195,000,000 in advance rent but the 1st defendant failed to complete agreed construction works. In October 2021, the parties executed a second tenancy agreement substituting Plot 1509 Banda for the original premises. A memorandum of understanding followed in November 2021 requiring the 1st defendant to develop a portion of Plot 1509 before handover in exchange for an additional UGX 50,000,000. The plaintiff paid UGX 30,000,000 but by November 2021 no works had commenced. The plaintiff discovered through land registry searches that the 1st defendant did not own Plot 148/152 (the lease had expired in September 2020 and belonged to a different company) and that Plot 1509 Banda was subject to a caveat lodged in 2010, which the 1st defendant had not disclosed. The plaintiff sought refund of UGX 225,000,000 and damages.

Issues

  1. Whether the suit discloses a cause of action against the 2nd Defendant.
  2. Whether the 1st Defendant is in breach of the tenancy agreements and/or the memorandum of understanding.
  3. Whether there was misrepresentation and/or deceit by any of the Defendants.
  4. What remedies are available to the parties.

Orders

  • The Plaintiff's case against the 2nd Defendant in this suit is dismissed for want of cause of action.
  • A declaration that the 1st Defendant breached the 2 tenancy agreements and the memorandum of understanding it executed with the Plaintiff doth issue.
  • A declaration that the 1st Defendant misrepresented and deceived the Plaintiff about the existence and ownership of its lease on Plot 148/152 Mukabya Road and the absence of any dispute over Plot 1509 Banda doth issue.
  • The 1st Defendant shall pay special damages of UGX 225,000,000 to the Plaintiff.
  • The 1st Defendant shall pay interest on the special damages at the rate of 19% p.a. from 15 November 2021 until full payment to the Plaintiff.
  • The 1st Defendant shall pay general damages of UGX 30,000,000 to the Plaintiff for breach of contract, misrepresentation and deceit.
  • The 1st Defendant shall pay interest on the general damages at the rate of 15% p.a. from the date of this judgment until full payment to the Plaintiff.
  • Costs of the suit are awarded to the Plaintiff.

Rules and key headnotes

Agency — Liability of Disclosed Agent — Principal's Liability for Agent's Acts
A disclosed agent of a known principal cannot be held personally liable for any actions or omissions taken within the scope of their apparent authority; it is the principal who must be held accountable for the agent's actions.
Breach of Contract — Failure to Perform Obligations — Construction and Handover
A party breaches a tenancy agreement where it fails to carry out agreed construction works and hand over actual possession of demised premises within the agreed timeline, notwithstanding partial non-performance by the other party, where the breaching party has received over 91% of the total consideration and no definite payment deadline was agreed for the balance.
Misrepresentation — Definition and Elements — False Representation of Fact
Misrepresentation is a false representation of a matter of fact, whether by word or conduct, by false or misleading allegations, or by concealment, which deceives and is intended to deceive another so that they may act upon it to their legal injury.
Misrepresentation — Capacity to Contract — Non-disclosure of Title Defects
A landlord who executes tenancy agreements knowing it does not own the demised premises and that there are title disputes or encumbrances affecting the premises, without disclosing these facts to the tenant, commits actionable misrepresentation which induces the tenant into the contract.
Deceit — Distinction from Misrepresentation — Knowledge of Falsity
Deceit is distinguished from misrepresentation by the additional element of actual knowledge of the falsity; it involves a false representation made by a defendant who knows it to be untrue, has no belief in its truth, or is reckless as to its truth. Only intentional or fraudulent misrepresentations support a claim of deceit.
Damages — Contributory Negligence — Duty to Conduct Due Diligence
A plaintiff's award of general damages may be reduced where the plaintiff's loss has been partly occasioned by its own laxity and inattention to relevant details, including failure to conduct land registry searches to confirm true ownership before executing tenancy agreements. Lands are valuable properties and parties are expected to make thorough investigations before dealing in land.
Special Damages — Proof — Uncontroverted Documentary and Oral Evidence
Special damages must be specifically pleaded and strictly proved, but strict proof need not always be documentary; uncontroverted oral evidence corroborated by receipts and admissions in a memorandum of understanding suffices to prove sums paid as advance rent where no consideration was received.

Legislation cited (4)

Cases cited (12)

  • Miller v Minister of Pensions [1947] 2 All ER 372
  • Obuntu Consulting Ltd v Plan Build Technical Services Ltd (High Court Civil Suit No. 173 of 2014)
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Fredrick J. K. Zaabwe v Orient Bank Limited (Supreme Court Civil Appeal No. 4 of 2006)
  • Esther Sempebwa v The Non-Performing Assets Recovery Trust (High Court Civil Suit No. 954 of 2004)
  • Lawrence Tumusiime as Patrick Idringi Salvado (High Court Civil Suit No. 321 of 2018)
  • Christine Hope Kanyima v Mercantile Credit Bank Ltd & Another (High Court Miscellaneous Application No. 85 of 2021)
  • Stanbic Bank (U) Ltd v Hajji Yahaya Sekalega t/a Sekalega Enterprises (High Court Civil Suit No. 185 of 2009)
  • Opia Moses v Chukia Lumago Roselyn & 5 Others (High Court Civil Suit No. 22 of 2013)
  • Sir John Bageire v Ausi Matovu (Court of Appeal Civil Appeal No. 7 of 1996)
  • Mohanlal Kakubhai Radia v Warid Telecom Uganda Ltd (High Court Civil Suit No. 224 of 2011)
  • Kwizera Eddie v Attorney General (Supreme Court Constitutional Appeal No. 1 of 2008)

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Alvi Auto Village Limited v Shumuk Investment Limited & Another (Civil Suit 710 of 2022) [2025] UGCommC 41 (28 March 2025)
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.