Wakilii

Corporate Security Services Uganda Limited v Davern Hardware Limited (Miscellaneous Application 53 of 2023)

High Court · [2024] UGHC 942 · 2024 Application Granted — Plaint Struck Out AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to strike out plaint in Civil Suit No. 20 of 2023 on the ground that the plaintiff company is non-existent
Decision
Civil Suit No. 20 of 2023 struck out on the ground that the plaintiff company is non-existent and incapable of suing

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court struck out the plaint on the ground that the plaintiff company was non-existent and lacked capacity to sue. A search with the Uganda Registration Services Bureau revealed no record of the respondent company in its database. The court held that annexures purporting to prove the company's incorporation were not properly certified, lacked signatures of responsible officers, and could not be relied upon. Only incorporated companies have capacity to sue in their own names, and a suit by a non-existent party is a nullity. No order as to costs was made because a non-existent party cannot be condemned to pay costs.

Outcome

Civil Suit No. 20 of 2023 struck out on the ground that the plaintiff company is non-existent and incapable of suing

Facts

The respondent company instituted Civil Suit No. 20 of 2023 against the applicant seeking a declaration that the applicant breached a contract. When served with the plaint, the applicant filed a written statement of defence and indicated it would raise a preliminary objection on a point of law. The applicant conducted a search with the Uganda Registration Services Bureau to establish whether the respondent company was duly registered. By letter dated 12 July 2023, the Registrar General responded that the respondent company was not reflected in its database. The applicant then filed this application seeking to strike out the plaint and for a declaration that the respondent is non-existent. The respondent opposed the application and attached to its affidavit in reply annexures comprising a Certificate of Incorporation, Company Form 18, Company Form 20, and a Company Activation document, claiming these proved its existence.

Issues

  1. Whether the Respondent company has capacity to commence a suit against the Applicant.
  2. What remedies are available to the parties.

Orders

  • Civil Suit No. 20 of 2023 is struck out.
  • The Respondent company is declared non-existent with no capacity to commence a suit against the Applicant.
  • No order as to costs.

Rules and key headnotes

Company Law — Corporate Capacity — Capacity to Sue and Be Sued — Incorporation as Prerequisite
Only incorporated companies have capacity to sue and be sued in their own names, and incorporation confers existence and corporate capacity on a company.
Company Law — Corporate Capacity — Non-Existent Entity — Effect of Suit
A suit by or against a non-existent party is no suit at law and is a nullity.
Civil Procedure — Documentary Evidence — Certification of Documents — Requirements
For a document to be properly certified, the certification must be countersigned by the certifying officer who has custody of the original documents. A typed word 'CERTIFIED COPY' without the endorsement and signature of the certifying officer does not satisfy the requirement for certification.
Civil Procedure — Striking Out — Non-Existent Plaintiff — Effect on Plaint
Where a search with the Uganda Registration Services Bureau reveals that a plaintiff company is not reflected in the database of registered companies, and the plaintiff fails to produce properly certified proof of incorporation, the plaint is liable to be struck out for being brought by a non-existent entity.
Civil Procedure — Costs — Non-Existent Party — Liability
A non-existent party cannot be condemned to pay costs, and no order as to costs should be made where a suit is struck out on the ground that the plaintiff company is non-existent.

Legislation cited (6)

Cases cited (4)

  • Salomon v A Salomon & Co Ltd [1897] AC 22 (HL)
  • Sabric Building & Decorating Contractors Ltd v Attorney General (Court of Appeal No. 21 of 2025)
  • Wasswa Primo v Moulders Ltd (High Court Miscellaneous Application No. 685 of 2017)
  • Gusii Mwalimu Investment Co. Ltd vs Gusii Mwalimu Savings Credit Co-op Society Ltd [2017] eKLR

Full judgment

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

Corporate Security Services Uganda Limited v Davern Hardware Limited (Miscellaneous Application 53 of 2023) [2024] UGHC 942 (20 September 2024)
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.