Wakilii

Deutsche Gesellschaft Fur Internationale Zusammenarbeit (GIZ) GmbH v Oria & Sons Investment Limited (Miscellaneous Application No. 1640 of 2022)

High Court · [2024] UGCOMMC 414 Application Granted — Suit Struck Out AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to strike out plaint for contravention of exclusive jurisdiction clause
Decision
Suit struck out and dismissed on grounds of exclusive jurisdiction clause requiring disputes to be litigated in Germany

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Where parties execute a contract containing an exclusive jurisdiction clause stipulating that disputes must be resolved in foreign courts in clear and certain terms, the High Court of Uganda will give effect to that clause and decline jurisdiction. The principle of freedom of contract and party autonomy requires the court to enforce the parties' agreement on jurisdiction. A party cannot file a claim based on a contract and then deny the contractual terms it agreed to.

Outcome

Suit struck out and dismissed on grounds of exclusive jurisdiction clause requiring disputes to be litigated in Germany

Facts

The Applicant, a German development organization, awarded a contract to the Respondent for construction of household pit latrines in Northern Uganda on 1 December 2021. On 4 January 2022, the Applicant withdrew the contract award on the basis that the Respondent had colluded with another bidder and unlawfully accessed internal project budget calculations to gain fraudulent advantage. The Respondent filed suit in the High Court of Uganda alleging breach of contract. The contract contained clause 17, an exclusive jurisdiction clause vesting jurisdiction over all disputes exclusively in German courts in Bonn and Frankfurt/Main. The Applicant applied to strike out the plaint on grounds that the suit was barred by the exclusive jurisdiction clause.

Issues

  1. Whether this Court has jurisdiction to entertain the dispute between the parties?
  2. What are the available remedies?

Orders

  • Application allowed.
  • The plaint in Civil Suit No. 0321 of 2022 is struck out.
  • Civil Suit No. 0321 of 2022 is dismissed.
  • Costs of this application and in the main suit awarded to the Applicant.

Rules and key headnotes

Contract Law — Exclusive Jurisdiction Clauses — Effect and Enforcement
Where parties to a contract agree in clear and certain terms to an exclusive jurisdiction clause vesting jurisdiction in foreign courts, Ugandan courts will give effect to that clause on the basis of freedom of contract and party autonomy, and will decline to entertain disputes arising from that contract.
Contract Law — Approbation and Reprobation — Prohibition Against Inconsistent Positions
A party cannot file a claim based on a contract and then deny the very contractual terms it agreed to. To do so is to approbate and reprobate, which is prohibited in law and equity.
Civil Procedure — Rejection of Plaint — Suit Barred by Law
Under Order 7 Rule 11(d) of the Civil Procedure Rules, a plaint shall be rejected where the suit appears from the statement in the plaint to be barred by any law, including where the suit is filed in contravention of an exclusive jurisdiction clause in a contract between the parties.
Civil Procedure — Jurisdiction — Exclusive Jurisdiction Clauses Do Not Oust Jurisdiction
Exclusive jurisdiction clauses do not oust the jurisdiction of the High Court. Rather, the High Court exercises its jurisdiction to give effect to the exclusive jurisdiction clause as a matter of contract and common law, in the same manner as it gives effect to arbitration clauses.

Legislation cited (3)

Cases cited (5)

  • Huadar Guangdong Chinese Co Ltd v Damco Logistics Uganda Limited (H.C.C.S. No. 4 and 5 of 2012)
  • Uganda Telecom v Rodrigo Chacon t/a Andes Alpes Trading (H.C.M.A. No. 337 of 2008)
  • Transtrac Ltd v Damco Logistics Uganda Limited (H.C.M.A. No. 394 of 2010)
  • Uganda Projects Implementation and Management Centre v Uganda Revenue Authority (Constitutional Appeal No. 2 of 2009)
  • Larco Concrete Products Ltd v Transair Ltd [1988-1990] HCB 80

Full judgment

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

Deutsche Gesellschaft Fur Internationale Zusammenarbeit (GIZ) GmbH v Oria & Sons Investment Limited (Miscellaneous Application No. 1640 of 2022) [2024] UGCommC 414 (16 January 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.