Wakilii

Charles Twagira v Oil Seeds Uganda Limited (Civil Application No. 125 of 2002)

Court of Appeal · [2003] UGCA 39 · 2003 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by Notice of Motion to strike out a pending civil appeal as incompetent
Decision
Application to strike out the appeal dismissed with costs; the appeal stands as competent

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Court of Appeal dismissed an application to strike out a pending civil appeal. It held the appeal was competent despite omitting Mr Kasule, because his distinct claim against the applicant was not affected by the ruling appealed against, which only altered Oil Seeds (U) Limited's position from claimant to co-defendant. The Court further held that the company's advocates were duly instructed: giving instructions to file suit is an incident of day-to-day management vested in the directors, and the two directors who authorised filing formed the required quorum. As the directors could not authorise a suit against the majority shareholder who was the defendant, the power properly vested in them. The application was dismissed with costs.

Outcome

Application to strike out the appeal dismissed with costs; the appeal stands as competent

Facts

The applicant, Charles Twagira, was one of three directors and the majority (60%) shareholder of Oil Seeds (U) Limited. The company sued him for a specified sum in HCCS No.1488 of 2000. Mr Remmy Kasule was later joined as co-plaintiff, claiming Shs.70 million in arbitration fees against the applicant. On a preliminary objection regarding the competence of the company suing its majority shareholder, the trial judge ordered a substitution of parties, striking out the company as first plaintiff and adding it as second defendant, and adding directors as plaintiffs. The company appealed against this ruling, joining only the applicant and not Mr Kasule. The applicant brought this motion to strike out the appeal, arguing it was incompetent for omitting Mr Kasule and that the company's advocates lacked authority to file it. The company's directors deposed that two of them had authorised filing, satisfying the quorum of two under the Articles.

Issues

  1. Whether the appeal was incompetent for failing to join Mr Remmy Kasule, a party to the lower court proceedings.
  2. Whether M/s Kampala Solicitors had authority to file the appeal on behalf of the respondent company.

Orders

  • The application is dismissed with costs.

Rules and key headnotes

Civil Procedure — Appeals — Non-joinder of Party — Competence of Appeal
An appeal is not rendered incompetent by the omission of a person who was a party in the lower court where that person's distinct claim was not affected by the decision being appealed against.
Company Law — Litigation — Authority of Advocates to Institute Proceedings
Whether an advocate has been duly instructed to institute proceedings on behalf of a company is a matter of evidence; how such authority is given depends on the company's constitution and may be by resolution of the company or of its board of directors.
Company Law — Management — Instructing Advocates as Incident of Day-to-Day Management
Giving instructions to an advocate to file suit is an incident of the day-to-day management of a company, a power vested in its directors, and may be exercised by directors forming the required quorum under the company's articles.
Company Law — Litigation — Reversion of Power to General Meeting
Where directors cannot give instructions to file a suit against themselves, the power to do so reverts to the general meeting.
Evidence — Burden of Proof — Allegation that Advocates Lacked Authority
The burden of proof lies on the party alleging that a company's advocates had no authority to file proceedings to establish that lack of authority.

Legislation cited (5)

  • Rules of the Court of Appeal r.81
  • Rules of the Court of Appeal r.42(1)
  • Civil Procedure Rules O.1 r.10(2)
  • Civil Procedure Rules O.1 r.13
  • Civil Procedure Rules O.10 r.2

Cases cited (6)

  • Bitahwa Nyire Samson v Ishanga Ndyanabo Longino (Election Petition Appeal No. 11 of 2002)
  • Ahmed Bin Ahmed Kassim Kusa v Syed Abdulla Fadhal (1958) EA 60
  • Bugerere Coffee Growers Ltd v Sebaduka & Another (1970) EA 147
  • Navichandra Kakubhai Radia v Kakubhai Kalidas and Co. Ltd (Civil Appeal No. 10 of 1994)
  • Shaw & Sons (Salford) Ltd (1953) 2 KB 113 (CA)
  • Yenidje r Lushington (1877) 6 Ch. D.70

Full judgment

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Charles Twagira v Oil Seeds Uganda Limited (Civil Application No. 125 of 2002) [2003] UGCA 39 (30 June 2003)
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.