Wakilii

Deirdre v Joyland Enterprises (Civil Suit 957 of 2019)

High Court · [2023] UGCOMMC 145 · 2023 Preliminary Objections Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Ruling on preliminary objections raised by the 1st, 2nd, and 3rd Defendants during scheduling proceedings in a civil suit for recovery of loan balance and interest
Decision
Preliminary objections dismissed; matter to proceed to trial

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court dismissed all three preliminary objections. The plaint disclosed a cause of action against the individual defendants as directors who allegedly used the company to transact with the plaintiff. The omission of 'Ltd' from the company name was a misnomer capable of correction by amendment. The purpose of summons for directions was achieved through the scheduling proceedings already commenced, rendering the third objection unnecessary.

Outcome

Preliminary objections dismissed; matter to proceed to trial

Facts

In October 2015, the 2nd Defendant, a director and company secretary of the 1st Defendant company, approached the Plaintiff for a loan of UGX 85,000,000 to clear customs duty charges. The Plaintiff, a retired teacher who had received gratuity and pension benefits, advanced the loan and the parties executed an agreement dated 20 October 2015. By 20 April 2016, the Defendants had made some payments leaving a balance of UGX 79,000,000. Despite reminders, the Defendants failed to clear the outstanding balance. The Plaintiff sued for UGX 66,000,000 as outstanding principal and UGX 471,200,000 as accrued interest. During scheduling proceedings, the Defendants raised three preliminary objections challenging the validity of the suit.

Issues

  1. Whether the plaint discloses a cause of action against the 2nd, 3rd, 4th, and 5th Defendants.
  2. Whether the Plaintiff sued a non-existent entity rendering the suit a nullity.
  3. Whether the Plaintiff's failure to take out summons for directions causes the suit to abate.

Orders

  • The preliminary objections raised by Counsel for the 1st, 2nd, and 3rd Defendants are dismissed.

Rules and key headnotes

Civil Procedure — Preliminary Objections — Disclosure of Cause of Action — Test for Determining Cause of Action
In determining whether a plaint discloses a cause of action, the court must look only at the plaint and its annexures, assuming all express or implied allegations of fact are true, and consider whether the plaintiff enjoyed a right, whether that right was violated, and whether the defendant is liable.
Company Law — Directors' Liability — Corporate Veil — Mind of the Company
The mind of a company where guilty intent or responsibility is being considered cannot meaningfully be separated from the minds of the directors where the will of the company is discerned, and directors may be sued as persons alleged to have used the company to transact.
Civil Procedure — Misnomer — Company Name — Amendment of Pleadings
The omission of 'Ltd' from a company's name in a plaint is a misnomer which can be corrected by amendment without prejudice to the defendants, where the company was properly identified in the agreement and incorporated documents.
Civil Procedure — Summons for Directions — Scheduling Proceedings — Purpose and Compliance
Where scheduling proceedings have commenced and trial bundles have been filed, the purpose of summons for directions to ensure preliminary issues are handled and curtail unnecessary delays is achieved, and failure to formally take out summons for directions does not cause the suit to abate.

Legislation cited (1)

  • Civil Procedure (Amendment) Rules 2019 Order 11A Rule 1(1)

Cases cited (6)

  • Tororo Cement Co. Limited v Frokina International Limited (Supreme Court Civil Appeal No. 2 of 2001)
  • Auto Garage v Motokov No.3 [1971] EA 514
  • Narottam Bhatia and Another v Boutique Shazimi Ltd (Supreme Court Civil Appeal No. 6 of 2009)
  • Jeraf Sharif & Co. v Chotai Fancy Stores [1960] EA 374
  • Stanbic Bank Uganda Ltd v Deduct Lubricants (U) Ltd and 3 Others (High Court Miscellaneous Application No. 845 of 2013)
  • HL Bolton Co. v TJ Graham and Sons [1963] 3 All ER 624

Full judgment

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

Deirdre v Joyland Enterprises (Civil Suit 957 of 2019) [2023] UGCommC 145 (27 April 2023)
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.