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Asha Ali Suleman Al-Bahary and Anor vs Nassanga Aysha Salma and Anor (Civil Case No. 338 of 2015)

High Court · [2022] UGCOMMC 92 · 2022 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 with counterclaim
Decision
Judgment for the 1st Plaintiff with damages and costs. Counterclaim dismissed.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that the defendants breached a valid sales agreement by failing to pay the purchase price of UGX 100,000,000 for a beauty salon and abandoning the premises after three months of occupation. The plaintiffs were entitled to the contractual purchase price with interest at 10% per annum from the due date, special damages of USD 1,000, and general damages of UGX 15,000,000 for breach of contract. The defendants' counterclaim was dismissed.

Outcome

Judgment for the 1st Plaintiff with damages and costs. Counterclaim dismissed.

Facts

On 12 March 2015, the 1st Plaintiff sold Afsana Beauty Salon and its assets to the 1st Defendant for UGX 100,000,000. The defendants were to pay USD 10,000 as first instalment and the balance of UGX 70,000,000 by 3 April 2015. The defendants took possession, renamed the salon Duchess Beauty Salon and Spa, and operated it for approximately three months. Two cheques issued by the defendants were dishonoured by the bank. The defendants abandoned the premises without paying the purchase price, leaving rent arrears of USD 4,100. The landlord threatened to auction the salon items. The 1st Plaintiff paid USD 1,000 to the landlord to prevent the auction and took custody of the salon items. The defendants counterclaimed, alleging misrepresentation regarding ownership and that the 1st Plaintiff lacked authority to sell. The defendants did not appear at the defence hearing.

Issues

  1. Whether the Defendants are in breach of the sales agreement?
  2. Whether the parties are indebted to each other?
  3. Whether the parties are entitled to the remedies sought?

Orders

  • Judgment entered for the 1st Plaintiff against the Defendants jointly and severally.
  • Defendants to pay UGX 100,000,000 being the contractual purchase price.
  • Defendants to pay USD 1,000 being special damages.
  • Defendants to pay UGX 15,000,000 being general damages for breach of contract.
  • Interest on the purchase price at 10% per annum from 3rd April 2015 until payment in full.
  • Interest on special damages at 20% per annum from the date of filing the suit until payment in full.
  • Interest on general damages at 8% per annum from the date of judgment until payment in full.
  • Defendants to pay the taxed costs of the suit and the counterclaim to the 1st Plaintiff.
  • Counterclaim dismissed.

Rules and key headnotes

Contract Law — Breach of Contract — Failure to Pay Purchase Price
Where a purchaser takes possession of goods under a sales agreement, operates the business for a period, and then abandons the premises without paying the agreed purchase price, the purchaser is in breach of contract and liable for the full contractual sum.
Contract Law — Rescission — Communication Requirement
A party seeking to rescind a contract must communicate the rescission to the other party in clear and unequivocal terms. Mere abandonment of the subject matter without notice does not constitute valid rescission.
Contract Law — Validity — Title to Sell
Where a defendant alleges that a contract is unenforceable due to the plaintiff's lack of title, but leads no evidence of any competing claim to ownership and the defendant has already taken possession and operated the business, the defendant cannot later dispute the enforceability of the contract.
Damages & Quantum — General Damages — Assessment for Breach of Contract
General damages for breach of contract are awarded at the discretion of the court to restore the aggrieved party to the position they would have been in had the breach not occurred. The court considers the value of the subject matter, the economic inconvenience suffered, and the nature and extent of the injury.
Damages & Quantum — Interest — Contractual Interest Rate
Where parties agree to an interest rate on default without specifying the period, the court will interpret the rate as per annum. An interest rate that would be exorbitant or unconscionable if applied per month will be construed as per annum to meet the ends of justice.
Damages & Quantum — Double Recovery — Purchase Price and Goods
A plaintiff who has sold goods cannot recover both the purchase price and the goods themselves. Where the plaintiff has retaken possession of the goods but their final disposition is unclear, the court may deem the value of the goods to have covered any expenses claimed by the plaintiff in managing them.

Legislation cited (3)

Cases cited (9)

  • Hadley v Baxendale (1894) 9 Exch 341
  • Charles Acire v M Engola (High Court Civil Suit No. 143 of 1993)
  • Kibimba Rice Ltd v Umar Salim (Supreme Court Civil Appeal No. 17 of 1992)
  • Uganda Commercial Bank v Kigozi [2002] 1 EA 305
  • Bank of Uganda v Fred William Masaba and 5 Others (Supreme Court Civil Appeal No. 3 of 1998)
  • Esso Petroleum Co Ltd v Mardon [1976] QB 801
  • Premchandra Shenoi and Anor v Maximov Oleg Petrovich (Supreme Court Civil Appeal No. 9 of 2003)
  • Harbutt's Plasticine Ltd v Wayne Tank & Pump Co Ltd [1970] QB 447
  • Kinyera v Management Committee of Laroo Building Primary School (High Court Civil Suit No. 099 of 2013)

Full judgment

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

Asha Ali Suleman Al-Bahary and Anor vs Nassanga Aysha Salma and Anor (Civil Case No. 338 of 2015) [2022] UGCommC 92 (31 October 2022)
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.