Wakilii

Amos Nzeyi Menna v Tewahade (Civil Reference No. 2 of 2025)

Court of Appeal · [2026] UGCA 139 · 2026 Stay of Execution Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Reference to a panel of three Justices from the ruling of a single Justice dismissing an application for a stay of execution pending appeal.
Decision
Reference allowed; ruling of the single Justice reversed and execution stayed pending determination of the appeal.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

On a reference under s.12(2) of the Judicature Act, the Court reversed a single Justice's dismissal of the applicant's stay-of-execution application. Although the single Justice correctly restated the principles for a stay, he omitted a material undisputed fact: the parties' settlement agreement made the USD 230,000 balance payable only on renewal of the Master Franchise Agreement, which never occurred. Requiring the applicant to pay the entire decretal sum before the appeal determined his liability would unfairly favour the respondent, who had already received close to half that sum. The Court granted the stay pending Civil Appeal No. 312 of 2024.

Outcome

Reference allowed; ruling of the single Justice reversed and execution stayed pending determination of the appeal.

Facts

The parties were shareholders and beneficial owners of M/s Innscor (U) Ltd, where the respondent was Managing Director. Under a share sale agreement, the respondent agreed to sell all his shares to the applicant for USD 400,000 by instalments, receiving USD 50,000 on execution before emigrating to the United States. The company operated a Nandos franchise under a Master Franchise Agreement whose clause 18 barred changing beneficial ownership without the franchisor's consent. On learning of the sale, the franchisor terminated the franchise. The respondent sued for the balance; the trial court found the share sale agreement breached the Master Franchise Agreement and ordered the applicant to pay USD 230,000. The applicant appealed (Civil Appeal No. 312 of 2024) and sought a stay of execution, which a single Justice refused. The parties had also executed an agreement to settle their dispute under which the balance was payable only on renewal of the franchise agreement, an event that never occurred. The applicant had by then paid the respondent USD 100,000.

Issues

  1. Whether the single Justice erred in the exercise of his discretion in dismissing the application for a stay of execution.
  2. Whether the applicant would suffer irreparable or substantial loss if execution proceeded pending the appeal.
  3. Whether the balance of convenience favoured granting a stay of execution.

Orders

  • The orders of the single Justice dismissing the application are reversed.
  • Execution of the judgment and orders in HCCS No. 288 of 2011 is stayed pending the determination of Civil Appeal No. 312 of 2024.
  • Costs of the reference shall abide the outcome of the appeal.

Rules and key headnotes

Civil Procedure — References — Jurisdiction of the Full Court over a Single Justice
A person dissatisfied with the decision of a single Justice exercising a power under section 12(1) of the Judicature Act is entitled under section 12(2) to have the matter determined by a bench of three Justices of the Court of Appeal, who may confirm, vary or reverse that decision.
Civil Procedure — Stay of Execution — Conditions for Grant
An applicant for a stay of execution must establish a prima facie case or a likelihood of success on appeal, that he will suffer irreparable damage or that the appeal will be rendered nugatory if the stay is refused, and, where the first two are not satisfied, that the balance of convenience lies in his favour.
Civil Procedure — Discretion — Appellate Interference
An appellate court will interfere with the exercise of a discretionary power only where the discretion was not exercised at all, was wrongly exercised, was exercised on a wrong principle of law, or where the judge took into account irrelevant factors or omitted factors material to the decision.
Civil Procedure — Stay of Execution — Balance of Convenience
In assessing the balance of convenience on a stay application, a court must consider the material undisputed facts; compelling a judgment debtor to pay the full decretal sum before the appeal determines his liability, where the underlying obligation was conditional and the creditor has already received a substantial part of the sum, unfairly skews the balance in the creditor's favour.

Legislation cited (4)

  • Judicature Act s.12(2)
  • Court of Appeal Rules r.55(1)(b)
  • Court of Appeal Rules r.55(2)
  • Court of Appeal Rules r.85(1)

Cases cited (5)

  • Editor in Chief of the New Vision v Jeremiah Ntabgoba (Civil Application No. 53 of 2004)
  • [2025] UGCA 224
  • [2024] UGCA 246
  • Mbogo v Shah [1958] 1 EA 93
  • Ssemakula Augustine v Attorney General & Another (Constitutional Court Miscellaneous Application No. 32 of 2015)

Full judgment

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

Amos Nzeyi Menna v Tewahade (Civil Reference No. 2 of 2025) [2026] UGCA 139 (14 April 2026)
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.