Wakilii

Benar Technical Services Limited v National Curriculum Development Centre [2025] UGCOMMC 18

High Court · 2025 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 with counterclaim
Decision
Both the suit and counterclaim dismissed; each party to bear own costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the contract between the parties was a lump sum contract, not an admeasurement contract, as evidenced by the signed Agreement dated 5th January 2012. The plaintiff signed with knowledge of the lump sum nature despite the bidding document indicating admeasurement. The plaintiff failed to prove under-measurement in the Bill of Quantities or entitlement to payment for alleged extra works, which were unauthorized. The defendant failed to strictly prove special damages. Both the suit and counterclaim were dismissed with each party to bear its own costs.

Outcome

Both the suit and counterclaim dismissed; each party to bear own costs

Facts

On 5th October 2011, the Defendant invited bids for ground leveling and landscaping work on its land at Kyambogo. The Plaintiff was awarded the contract, and on 5th January 2012 both parties signed an agreement for a contract price of UGX 116,609,317. During execution, the Plaintiff claimed the Bill of Quantities was under-measured and that it performed extra work covering 23,360m² instead of 8,498.3m² stated in the Bill of Quantities. The Plaintiff requested verification and payment for extra works valued at UGX 173,885,672 plus VAT. The Defendant refused, contending the contract was lump sum. Prior to signing, the Plaintiff's Managing Director was informed by the Head of Procurement that the contract had been changed from admeasurement to lump sum. The contract was mutually terminated after meetings, with the Defendant counterclaiming UGX 30,000,000 for sub-standard and incomplete works.

Issues

  1. Whether the Contract entered into by the Plaintiff and the Defendant was a lump sum or admeasurement Contract?
  2. Whether the Bill of Quantities presented by the Defendant to the Plaintiff was under measured?
  3. Whether the Plaintiff is entitled to the payment for the extra work done in execution and completion of the Contract?
  4. Whether the Defendant is entitled to any special damages claimed in the Counterclaim?
  5. What remedies are available to the parties?

Orders

  • The suit is hereby dismissed.
  • The counterclaim is hereby dismissed.
  • Each party shall bear its costs of the suit and counterclaim.

Rules and key headnotes

Contract Formation and Interpretation — Public Procurement — Lump Sum vs Admeasurement Contracts
In public procurement contracts governed by the Public Procurement and Disposal of Public Assets Act, the written contract signed by both parties takes priority over bidding documents where there is a discrepancy. A procuring entity and contractor are bound by the terms of the signed Agreement, and the award is confirmed only by the written contract signed by both parties after satisfaction of statutory conditions.
Variation and Extra Works — Authorization Requirement
Under a lump sum contract, a contractor is not entitled to payment for extra works unless such works were formally authorized and agreed to by the procuring entity in writing following the procedure for variation laid down in the contract. Carrying out unauthorized extra work does not create an obligation on the procuring entity to pay, particularly where mandatory procurement procedures have not been followed.
Estoppel — Waiver — Knowledge at Signing
Where a contractor signs a contract agreement after being expressly informed of a change from the bidding document terms and provides no evidence of vitiating factors such as fraud or duress, the contractor is bound by the signed agreement and cannot later claim entitlement based on the earlier bidding document. Knowledge of contractual terms at the time of signing estops the contractor from claiming ignorance.
Burden and Standard of Proof — Special Damages
Special damages must be specially pleaded and strictly proved. While strict proof does not require exclusively documentary evidence and may be established through direct testimony or expert evidence, the claimant must lead sufficient evidence to enable the court to quantify the special damages sought. Mere pleading of particulars without evidence to guide quantification is insufficient.

Legislation cited (9)

Cases cited (10)

  • John Bwiza v Patrick Yowasi Kadama (Court of Appeal Civil Appeal No. 35 of 2011)
  • Galleria in Africa Limited v Uganda Electricity Distribution Company Limited (Supreme Court Civil Appeal No. 8 of 2017)
  • Finishing Touches Ltd v Attorney General of Uganda (Civil Suit No. 144 of 2010)
  • Mugabi John v Attorney General (Civil Suit No. 133 of 2002)
  • W.M. Kyambadde v Mpigi District Administration [1983] HCB 44
  • Borham-Carter v Hyde Park Hotel [1948] 64 TLR
  • Gapco (U) Ltd v A.S Transporters (U) Ltd (Court of Appeal Civil Appeal No. 18 of 2004)
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (Supreme Court Civil Appeal No. 7 of 1995)
  • Takiya Kashwahiri and Another v Kajungu Denis (Court of Appeal Civil Appeal No. 85 of 2011)
  • Uganda Commercial Bank v Deo Kigozi [2002] 1 EA 305

Full judgment

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

Benar Technical Services Limited v National Curriculum Development Centre 2025 UGCommC 18 (17 January 2025)
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.