Wakilii

Asset Profiling & Management Co. Limited v Mabale Growers Tea Factory Limited (Civil Suit 253 of 2021)

High Court · [2024] UGCOMMC 201 · 2024 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract and commission on financing secured
Decision
Plaintiff's claim dismissed with costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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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 dismissed the plaintiff's claim for commission on financing obtained by the defendant from Uganda Development Corporation. The plaintiff failed to prove it fulfilled its contractual obligations under the agreement dated 18 March 2019 to source and introduce a finance provider to the defendant. The evidence established that the defendant obtained government financing through a presidential directive and ongoing engagements with Uganda Development Corporation dating to 2016, predating the plaintiff's involvement. The plaintiff produced no evidence of meetings, applications, or negotiations with the Corporation or Ministry of Finance officials on the defendant's behalf. The plaintiff's role was limited to following up an unfulfilled 2008 presidential pledge, which remained unpaid and was unrelated to the financing ultimately received.

Outcome

Plaintiff's claim dismissed with costs

Facts

In March 2019, the plaintiff entered into an agreement with the defendant to source and negotiate equity and debt financing from financial providers in exchange for commission on any financing successfully obtained. The commission was structured as 25% on amounts recovered from unfulfilled pledges and grants, 5% on debt finance, and 10% on equity finance. In 2020, the defendant received UGX 20,000,000,000 from Uganda Development Corporation comprising UGX 13,500,000,000 in equity and UGX 6,500,000,000 as a loan. The plaintiff claimed commission of UGX 1,600,000,000 alleging its efforts secured the financing. The defendant denied the plaintiff's role, stating the financing resulted from government intervention pursuant to a presidential directive. The defendant asserted it had engaged with Uganda Development Corporation since 2016, before the plaintiff's involvement, and that the plaintiff failed to introduce any finance provider or conduct any substantive negotiations on its behalf.

Issues

  1. Whether the plaintiff has authority to sue.
  2. Whether the plaintiff received equity and debt financing from a finance provider sourced for and introduced to the defendant by the plaintiff.
  3. Whether the plaintiff is entitled to a commission out of the funding received by the defendant from the Government of Uganda.
  4. Whether there are remedies available to the parties.

Orders

  • Suit dismissed.
  • Costs awarded to the defendant.

Rules and key headnotes

Contract Law — Agency — Authority to Institute Proceedings — Director's Power
Any director who is authorised to act on behalf of a company, unless the contrary is shown, has the powers of the board of directors to act on behalf of that company, including the authority to instruct counsel to institute proceedings in the company's name.
Contract Law — Enforcement of Contract Terms — Freedom of Contract
The duty of the court is to enforce the terms of an agreement freely entered into by the parties thereto. Parties who freely negotiate and conclude a contract should be held to their bargain and judges should not intervene by substituting terms according to their individual sense of fairness contrary to those which the parties have agreed upon themselves.
Contract Law — Breach of Contract — Burden of Proof — Plaintiff's Duty to Prove Performance
A plaintiff claiming entitlement to commission under a contract for services must demonstrate that it fulfilled its contractual obligations. Where a contract requires the plaintiff to introduce a finance provider and conduct negotiations on behalf of the defendant, the plaintiff must adduce evidence of such introduction, meetings, applications, and negotiations. Failure to produce any documentary or testimonial evidence of performance is fatal to the claim.

Cases cited (4)

  • M/S Tatu Naiga & Co. Emprorium v Verjee Brothers Limited (Civil Appeal No. 8 of 2000)
  • United Assurance Company Ltd (supra)
  • Bosere Coffee Growers Ltd v Zulubaba ri Kikuvo (1970) E.A. 147
  • Stockloser v Johnson (1954) 1 ALL ER 630

Full judgment

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

Asset Profiling & Management Co. Limited v Mabale Growers Tea Factory Limited (Civil Suit 253 of 2021) [2024] UGCommC 201 (2 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.