Wakilii

Bison Consult International Limited v Salim Construttori SPA (Civil Appeal No. 77 of 2013)

Court of Appeal · [2022] UGCA 58 · 2022 Appeal Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First appeal from a High Court (Commercial Division) judgment dismissing a claim for the price of rock fill material supplied under a construction subcontract
Decision
Appeal substantially allowed; judgment entered for the appellant for UGX 338,559,240 additional haulage and UGX 20,000,000 quarry re-instatement, with interest at court rate

Observed later treatment

Cited — treatment unverified cited in 2 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

No adverse treatment recorded Cited 2 times with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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 of Appeal partly allowed the appeal. It held that although the written subcontract for rock fill was fulfilled and could not itself be varied without writing, the respondent's undisputed oral request for supply beyond the 3km range created a separate oral contract binding at common law even absent written variation. Where no price was agreed, quantum meruit entitled the appellant to a reasonable rate; the claimed UGX 1,500 per ton per kilometre was reasonable on the expert evidence. The claim for UGX 123,000,000 special damages failed for lack of strict proof. Interest was awarded at the court rate, not the commercial rate, in the court's discretion.

Outcome

Appeal substantially allowed; judgment entered for the appellant for UGX 338,559,240 additional haulage and UGX 20,000,000 quarry re-instatement, with interest at court rate

Facts

The appellant contracted with the respondent to supply 30,000 tons of rock fill material at UGX 10,000 per ton, transported to areas within 0-3km along the Kampala Northern Bypass, at a rate fixed and not subject to variation. After performance began, the respondent orally requested delivery of additional rock fill to points beyond the 3km range. The appellant sought clarification on price for the extra mileage by letter of 11 July 2005, but the respondent did not respond, continuing to receive material at various distances. The appellant delivered a total of 54,662.5 tons beyond the 3km range, which the respondent did not dispute. No price was agreed for the additional haulage; the appellant demanded UGX 1,500 per ton per kilometre. The appellant also stockpiled rock fill customised to the respondent's specifications, later declared no longer required, which it sold as ordinary marram for UGX 4,000,000. The respondent, citing financial crisis, declined to pay. The trial court held there was no breach and denied the claim.

Issues

  1. Whether the terms of the original written subcontract were varied to require supply of additional rock fill beyond the contracted 3km range.
  2. Whether the respondent was liable to pay for the additional haulage of rock fill delivered beyond the 3km range, and at what rate.
  3. Whether the appellant was entitled to UGX 123,000,000 as special damages for excavated stockpiled rock fill.
  4. Whether interest at a commercial rate should have been awarded on the monies owed.

Orders

  • The respondent pays to the appellant UGX 338,559,240 for the additional haulage of rock.
  • The respondent pays to the appellant UGX 20,000,000 for the re-instatement of the quarries.
  • Interest at the court rate on orders (1) and (2) from the date of filing the suit till payment in full.
  • The appellant awarded two-thirds of the costs of the appeal and costs of the lower court.

Rules and key headnotes

Contract Law — Variation — Oral variation of written contract despite fixed-price and no-variation terms
At common law a contract may be varied by oral agreement or by the parties' conduct even where the contract contains a fixed-price or no-oral-variation clause; a fresh oral request for supply distinct from the original written contract may constitute a separate binding oral contract.
Contract Law — Sale of Goods — Effect of acceptance of goods on enforceability of unwritten variation
Where a written contract of sale is fully performed and paid for according to its terms, subsequent instructions requiring supply on different terms may be treated as a separate oral contract rather than a variation of the written agreement, and are not defeated by the writing requirement in the Sale of Goods Act.
Contract Law — Quantum Meruit — Reasonable remuneration where no price agreed
Where work is done or materials supplied but no price has been fixed by the parties, the doctrine of quantum meruit imposes an obligation to pay a reasonable amount, assessable on expert evidence, to prevent unjust enrichment.
Damages & Quantum — Special Damages — Requirement of strict pleading and proof
Special damages must be specifically pleaded and strictly proved; a claimant who fails to adduce evidence of how a claimed sum was computed cannot recover that sum as special damages.
Damages & Quantum — Interest — Discretion of court under Civil Procedure Act
The award of interest is at the discretion of the court under section 26(2) and (3) of the Civil Procedure Act; a court may, in the circumstances, decline a commercial rate and grant interest at the court rate from the date of filing the suit until payment in full.
Civil Procedure — First Appeal — Duty to re-evaluate evidence
On a first appeal the appellate court is enjoined under Rule 30(1)(a) of the Court of Appeal Rules to re-appraise the evidence as a whole, closely scrutinise it, draw its own inferences and reach its own conclusion.

Legislation cited (9)

Cases cited (9)

  • Buildtrust Construction (U) Limited v Martha Rugasira (HCCS No. 288 of 2005)
  • Consultants Ltd v Empire Insurance Group (Supreme Court Civil Appeal No. 9 of 1994)
  • Mujuni Ruhemba v Skanska Jensen (U) Ltd (Civil Appeal No. 56 of 2000)
  • Deo Mabiiho v Fred Kaijabwangu (Civil Appeal No. 56 of 1971)
  • Globe Motors Inc v TRW Lucas Varity Electric Steering Ltd [2016] EWCA Civ 396
  • World Online Telecom Ltd v I-Way Ltd [2002] EWCA Civ 413
  • Pandya v R [1957] EA 336
  • Kifamunte Henry v Uganda (Supreme Court Criminal Appeal No. 10 of 1997)
  • Katalemwa Traders Ltd vs Attorney General SCCA No. 2 of 1947 [1994] IV KALR 32

Cases citing this judgment (2)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Bison Consult International Limited v Salim Construttori SPA (Civil Appeal No. 77 of 2013) [2022] UGCA 58 (2 March 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.