Wakilii

Amayo v Zhang & 2 Others (Civil Suit 12 of 2023)

High Court · [2024] UGHC 352 · 2024 Preliminary Objection Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ruling on preliminary objection raised by the 1st defendant challenging whether the plaint discloses a cause of action against him
Decision
Preliminary objection dismissed; matter to proceed to hearing on the merits

Observed later treatment

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Holding

The High Court held that the plaint disclosed a cause of action against the 1st defendant. Where a plaintiff alleges that a defendant executed tenancy agreements purportedly as director of a company that is claimed to be non-existent and that the defendant occupied the premises and defaulted on rent, the liability of that defendant under the contracts warrants proof at trial. The plaintiff has liberty to sue whomever he chooses, and determining the 1st defendant's liability is a matter for determination at the hearing, not at the preliminary objection stage. The preliminary objection was overruled with costs in the cause.

Outcome

Preliminary objection dismissed; matter to proceed to hearing on the merits

Facts

The plaintiff landlord sued three defendants seeking special damages, general damages, mesne profits, interests, vacant possession, permanent injunction, and a declaration of entitlement to repudiate a tenancy agreement. The 2nd and 3rd defendants were companies (the 2nd having been amalgamated to form the 3rd). The plaintiff and the 2nd defendant executed a series of tenancy agreements and addenda between 2014 and 2020. The 1st defendant signed these agreements as a witness or purportedly on behalf of the 2nd defendant company. The 1st defendant raised a preliminary objection contending that the plaint disclosed no cause of action against him personally, as he had signed only as a director or witness for the 2nd defendant company, which had legal capacity to sue and be sued. The plaintiff countered that the 2nd defendant company did not exist on the company registry and that the 1st defendant had personally occupied the premises and defaulted on rent. The plaintiff argued that a person contracting on behalf of a non-existent entity becomes personally liable.

Issues

  1. Whether the plaint discloses a cause of action against the 1st defendant

Orders

  • Preliminary objection overruled.
  • Costs in the cause.

Rules and key headnotes

Civil Procedure — Preliminary Objection — Test for Whether Preliminary Objection Lies
A preliminary objection consists of an error on the face of the pleadings which rises by clear implication out of the pleadings and which, if argued as a preliminary objection, may dispose of the suit. The objection must amount to points of law which, if successfully established, will dispose of the suit.
Civil Procedure — Cause of Action — Elements Required to Disclose a Cause of Action
A cause of action is the fact or combination of facts which gives rise to a right of action. Three essentials must be present to sustain a cause of action: (i) the plaintiff enjoyed a right, (ii) the right has been violated, (iii) the defendant is liable. If any essential is missing, the plaint is a nullity and ought to be struck off.
Civil Procedure — Cause of Action — Assessment at Preliminary Objection Stage
In assessing whether a plaintiff has a reasonable cause of action, the court must confine itself only to the averments in the statement of claim and must assume the facts pleaded by the plaintiff are correct. The proposition that a plaintiff has no reasonable cause of action can only be made upon examination of the facts pleaded, and has nothing to do with the nature of the defence which the defendant may have.
Contract Law — Contracting on Behalf of Non-Existent Entity — Personal Liability
If a person contracts on behalf of a non-existent principal, that person will be found to be personally liable on the contract. Where a plaintiff alleges that a defendant executed contracts on behalf of a company that does not exist on the company registry, that allegation raises a cause of action against the defendant personally, and the defendant's liability under the contract warrants proof at trial.
Civil Procedure — Joinder of Parties — Plaintiff's Liberty to Sue
Under Order I rule 3 of the Civil Procedure Rules, a plaintiff has liberty to sue whomever he or she wishes to sue, at the risk of incurring costs if the suit is frivolous and vexatious or discloses no cause of action. All persons may be joined as defendants against whom any right to relief in respect of or arising out of the same act or transaction is alleged to exist.

Legislation cited (1)

Cases cited (9)

  • NEC and 2 Others v Nile Bank Ltd (Supreme Court Civil Appeal No. 17 of 1994)
  • Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd (1969) 1 EA 696
  • Priamuit Enterprises Limited v Attorney General (Supreme Court Civil Appeal No. 1 of 2001)
  • Attorney General v David Tinyeluza (Supreme Court Civil Appeal No. 1 of 1997)
  • Bello v Attorney-General of Oyo State [1986] 5.N. W.L.R. (Part 45) 828 at 876
  • Trower & Sons Ltd. v Ripstein [1944] AC 254 at p.263
  • Shell B.P. Petroleum Development Co. of Nigeria Ltd. & Ors. v. Onasanya [1976] 6 S.C.89
  • Stanbic Bank Uganda Ltd v Ducat Lubricants (UL) Ltd and 3 Others (High Court Miscellaneous Application No. 645 of 2013)
  • Bank of India Ltd v Ambalal L Shah and Others (1965) 1 EA 18

Full judgment

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

Amayo v Zhang & 2 Others (Civil Suit 12 of 2023) [2024] UGHC 352 (16 May 2024)
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.