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Beiersdorf East Africa Limited and Another v Dembe Trading Enterprises Limited (Miscellaneous Appeal 45 of 2022)

High Court · [2022] UGCOMMC 174 · 2022 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Appeal from the ruling of the Deputy Registrar granting a temporary injunction in Miscellaneous Application No. 1182 of 2022 arising from High Court Civil Suit No. 712 of 2022
Decision
Appeal allowed. Registrar's ruling set aside. Main suit dismissed for lack of jurisdiction.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court allowed the appeal, holding that the Deputy Registrar erred in law by determining the question of jurisdiction, which is a matter for the trial judge and not the registrar. The court further held that the exclusive jurisdiction clause in the parties' agreement conferring jurisdiction on the Commercial Court of Nairobi was valid and binding. The respondent failed to show strong reasons for suing in Uganda. The main suit was dismissed for lack of jurisdiction.

Outcome

Appeal allowed. Registrar's ruling set aside. Main suit dismissed for lack of jurisdiction.

Facts

The 1st Appellant and Respondent entered into a Non-Exclusive Supply and Services Agreement effective 1 January 2022, under which the 1st Appellant would supply goods and the Respondent would purchase and distribute them. On 3 June 2022, the 1st Appellant issued a notice of termination. The 1st Appellant then engaged the 2nd Appellant to perform distribution services. The Respondent filed a suit seeking declarations that the 1st Appellant's refusal to supply goods and its distribution through the 2nd Appellant amounted to breach of contract, and that the 2nd Appellant was liable for procuring the breach. The Respondent also filed an application for a temporary injunction to restrain the 1st Appellant from distributing goods through the 2nd Appellant. The Deputy Registrar granted the injunction on 18 October 2022. The 1st Appellant appealed on 25 October 2022. The agreement contained a clause conferring exclusive jurisdiction on the Commercial Court of Nairobi, Kenya.

Issues

  1. Whether the appeal was filed out of time.
  2. Whether the appellant was precluded from raising the issue of jurisdiction for failure to file a formal notice and application under Order 9 rule 3 of the Civil Procedure Rules.
  3. Whether the Learned Registrar erred in law when she entertained and determined the question of whether the court had jurisdiction to hear the injunction application arising from the main suit.
  4. Whether the exclusive jurisdiction clause in the parties' agreement should be enforced.

Orders

  • Ground 1 of the appeal is allowed.
  • The Ruling and Order of the Learned Registrar in Miscellaneous Application No. 1182 of 2022 is hereby set aside.
  • Costs of the appeal are awarded to the 1st Appellant.
  • High Court Civil Suit No. 712 of 2022 is dismissed with costs to the 1st Appellant, for lack of jurisdiction.

Rules and key headnotes

Civil Procedure — Appeals — Time for Filing — Date of Order — Pronouncement of Ruling
Where a court ruling is signed and dated before the date of pronouncement, the date of pronouncement is the appropriate date for determining the time within which to appeal. A ruling takes effect when it is pronounced to the parties in open court, not when it is signed and dated. Where a ruling is delivered electronically via the ECCMIS platform, the date of upload to the platform is the date of pronouncement.
Civil Procedure — Jurisdiction — Challenges to Jurisdiction — Distinction Between Procedural and Substantive Jurisdiction
Filing a defence instead of a notice of intention to defend under Order 9 rule 3 of the Civil Procedure Rules constitutes a submission to the procedural jurisdiction of the court, but does not preclude a party from raising the issue of substantive jurisdiction (subject matter, personal, territorial or temporal jurisdiction) as a preliminary objection in the defence or otherwise.
Civil Procedure — Powers of Registrar — Determination of Jurisdiction
The issue of jurisdiction is not one of the preliminary matters that a registrar may determine under Order 50 rule 3 of the Civil Procedure Rules. Only the trial judge can determine whether the court has jurisdiction in the main suit, since such a determination may dispose of the suit. A registrar who adjudicates on the issue of jurisdiction is in effect disposing of a trial issue which goes to the core of the main suit.
Contract Law — Exclusive Jurisdiction Clauses — Enforcement — Freedom of Contract
Where parties have contractually submitted to the exclusive jurisdiction of a foreign court, courts will ensure that they comply with that obligation unless the party suing in a non-contractual forum shows strong reasons for suing in that forum. A stipulation that the parties agree to be bound by the jurisdiction of the courts of a particular country is binding, provided the selection is bona fide and there is no objection on the ground of public policy.
Contract Law — Exclusive Jurisdiction Clauses — Third Parties — Procurement of Breach
The fact that a suit involves a third party sued for procuring a breach of contract is not a strong reason to justify a party suing in a forum other than the forum agreed in an exclusive jurisdiction clause. Where the dispute with the third party is still in respect of the agreement containing the jurisdiction clause, and the third party does not object to the chosen forum, the exclusive jurisdiction clause remains binding.

Legislation cited (24)

Cases cited (9)

  • Misango v Republic [1969] 1 EA 538
  • Joseph Amuyeka & Another v Philip Mwachi Otinga [2006] EKLR
  • Gillani v Modern Bakery v Kunther (1954) 21 EACA 123
  • Ibrahim Damulira v Attorney General (Court of Appeal Miscellaneous Application No. 24 of 2015)
  • Uganda Telecom Limited v Rodrigo Chacon t/a Andes Alps Trading (High Court Miscellaneous Application No. 337 of 2008)
  • Bank One Ltd v Simbamanyo Estate Ltd (High Court Miscellaneous Application No. 1302 of 2022)
  • Huadar Guangdong Chinese Co Ltd v Damco Logistics Uganda Ltd (Civil Suit No. 4 & 5 of 2012)
  • Oozu Brothers Enterprises v Ayikoru Milka (Civil Revision No. 2 of 2016)
  • Icco Cooperation v Trivision Uganda Ltd (Miscellaneous Application No. 64 of 2018)

Full judgment

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

Beiersdorf East Africa Limited and Another v Dembe Trading Enterprises Limited (Miscellaneous Appeal 45 of 2022) [2022] UGCommC 174 (30 November 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.