Wakilii

Chemical Distributors (U) Ltd & Ors v Byaruhanga (COMPANY CAUSE No. 142 OF 2017)

High Court · [2017] UGHCCD 190 · 2017 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to review decision of the Registrar of Companies under section 291 of the Companies Act 2012
Decision
Application struck out for lack of jurisdiction

Observed later treatment

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Holding

The High Court held that it lacked jurisdiction to review the Registrar of Companies' decision under section 291 of the Companies Act 2012 because that section applies only to decisions directly concerning rectification of the register of companies. Although the Registrar's decision had the effect of reinstating the respondent as a member, it was not a decision on rectification of the register itself. The application was struck out on jurisdictional grounds. The court rejected the abuse of process objection, finding that bringing a review application after an unsuccessful appeal did not constitute improper use of judicial process.

Outcome

Application struck out for lack of jurisdiction

Facts

The applicants sought to review a decision of the Registrar of Companies dated 23 February 2017 made under section 247 of the Companies Act 2012. The Registrar had found that the respondent remained a member and director of Chemical Distributors (U) Ltd and that the company's affairs had been conducted oppressively. The applicants contended that the respondent had retired from the company after surrendering his shares for payment of UGX 30,000,000. The High Court had previously granted an order for a one-man meeting under Company Cause No. 29 of 2014, at which resolutions were passed excluding the respondent from the register of members. The applicants argued that the Registrar's decision had the effect of setting aside the High Court order and rectifying the company register. The respondent raised preliminary objections that the High Court lacked jurisdiction to review the Registrar's decision and that the application was an abuse of process, having previously brought an unsuccessful appeal on the same matter.

Issues

  1. Whether the High Court has jurisdiction to review a decision of the Registrar of Companies under section 291 of the Companies Act 2012 where the decision did not directly concern rectification of the register of companies.
  2. Whether the application constituted an abuse of court process.

Orders

  • First preliminary objection (lack of jurisdiction) upheld.
  • Second preliminary objection (abuse of court process) overruled.
  • Application struck out.
  • Each party to bear their own costs of the application.

Rules and key headnotes

Company Law — Registrar of Companies — Review of Decisions — Scope of Section 291 Companies Act 2012
Section 291 of the Companies Act 2012 empowers the High Court to review only those decisions of the Registrar of Companies that directly concern rectification of the register of companies. Where the Registrar's decision has the effect of altering the register but was not itself a decision on rectification, section 291 does not confer jurisdiction on the High Court to review that decision.
Civil Procedure — Abuse of Court Process — Bringing Review Application After Unsuccessful Appeal
Where an applicant brings an appeal which is struck out for lack of a right of appeal, and subsequently brings a review application under a different statutory provision, this does not constitute abuse of court process. A review is distinct from an appeal, and the use of different statutory mechanisms does not amount to improper use of judicial process.
Administrative Law — Quasi-Judicial Decisions — Absence of Appellate or Review Mechanism
Where statute confers quasi-judicial functions on the Registrar of Companies under section 247 of the Companies Act 2012 but provides no right of appeal or review, affected parties may lack any remedy to challenge the Registrar's decisions. The court may recommend legislative amendment to provide for checks on such powers, particularly where similar matters determined by the High Court carry a constitutional right of appeal.

Legislation cited (8)

Cases cited (5)

  • Saggu v Road Master Cycles (U) Ltd [2002] EA 258
  • Uganda Land Commission v Kamoga & Anor (Civil Application No. 08 of 2004)
  • Conform Uganda Limited v Megha Industries (U) Ltd (Miscellaneous Application No. 1000 of 2014)
  • Karuhanga & Anor v Attorney General & 2 Ors (Miscellaneous Cause No. 060 of 2015)
  • R- Benkay Nigeria Ltd Vs Cadbury Nigerian PLC SC 29 of 2006

Full judgment

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

Chemical Distributors (U) Ltd & Ors v Byaruhanga (COMPANY CAUSE No. 142 OF 2017) [2017] UGHCCD 190 (20 December 2017)
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.