Wakilii

Dias v Reinforcing Steel Co. Ltd (Civil Appeal No. 382 of 1952)

East African Court of Appeal · [1953] EACA 31 · 1953 Appeal Allowed — Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Civil appeal from suit for arrears of rent with set-off and counterclaim for damages
Decision
Plaintiff awarded arrears of rent and charges; defendant's counterclaim for damages dismissed

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Supreme Court has concurrent jurisdiction with the Rent Control Board under s.31 of the Increase of Rent (Restriction) Ordinance 1949. A covenant clause stating consent to assignment 'shall not unreasonably be refused' does not impose a contractual obligation on the landlord; it merely qualifies the tenant's covenant such that if consent is unreasonably withheld, the tenant may assign at the risk of court challenge. No actionable negligence arises from delay in giving consent as no legal duty exists. Claim for arrears allowed; counterclaim dismissed.

Outcome

Plaintiff awarded arrears of rent and charges; defendant's counterclaim for damages dismissed

Facts

The plaintiff landlord sued for Sh. 5,413 in arrears of rent, rates and water charges. The defendant tenant admitted the debt but sought to set-off or counterclaim for the same amount, alleging the landlord unreasonably withheld consent to assignment of the lease to one M.J. Dossa. The defendants claimed that due to the plaintiff's delay from 3rd April (when consent was requested) to 10th May (when conditional consent was given), they lost Dossa as an assignee and could not find another tenant, leaving the premises unoccupied. The lease contained a covenant that the tenant would not assign without the landlord's written consent, which 'shall not unreasonably be refused'. The defendants also contended the Supreme Court lacked jurisdiction and the matter should have gone to the Coast Rent Control Board.

Issues

  1. Whether the Supreme Court has concurrent jurisdiction with the Coast Rent Control Board to try claims for arrears of rent under the Increase of Rent (Restriction) Ordinance 1949.
  2. Whether a landlord's covenant clause stating consent 'shall not unreasonably be refused' creates an express or implied covenant by the landlord not to refuse consent unreasonably.
  3. Whether a landlord who unreasonably withholds consent to assignment of a lease commits a breach of contract giving rise to damages.
  4. Whether a landlord's delay in giving consent to assignment constitutes actionable negligence in tort.

Orders

  • Counter-claim dismissed with costs on the subordinate court scale.
  • Judgment entered in favour of the plaintiff with costs on the subordinate court scale in the sum of Sh. 6,226/17.
  • Legal interest awarded on the judgment sum from the date of the plaint until full payment.

Rules and key headnotes

Jurisdiction — Concurrent jurisdiction of Supreme Court and Rent Control Board
Under section 31 of the Increase of Rent (Restriction) Ordinance 1949, the Supreme Court has concurrent jurisdiction with the Coast Rent Control Board to try claims arising under the Ordinance, including claims for arrears of rent, notwithstanding that the Board also has jurisdiction over such matters.
Landlord and Tenant — Assignment of lease — Unreasonable refusal of consent
Where a lease contains a covenant by the tenant not to assign without the landlord's consent, and that covenant includes the words 'which consent shall not unreasonably be refused', those words do not create an express or implied covenant by the landlord not to refuse consent unreasonably. The words merely qualify the tenant's covenant so that if the landlord unreasonably withholds consent, the tenant's obligation not to assign comes to an end and the tenant may assign at the risk of a court holding the refusal was reasonable.
Breach of contract — Landlord's refusal of consent to assignment
A landlord who unreasonably withholds consent to assignment of a lease commits no breach of contract where the lease imposes no contractual obligation on the landlord to give such consent. Accordingly, no claim for damages for breach of contract lies against the landlord for such withholding.
Negligence — Duty of care — Landlord's delay in giving consent
A landlord's delay in giving consent to assignment of a lease does not constitute actionable negligence. Before an action in tort for negligence lies, there must be a legal duty to take care, the breach of which constitutes the negligence. No such duty exists on a landlord to give consent to assignment within any particular time or within a reasonable time, and delay in giving such consent does not give rise to liability in tort.
Set-off and counterclaim — Requirements for damages claims
A set-off or counterclaim for damages sounding in contract requires proof of breach of a contractual obligation. A set-off or counterclaim for damages in tort requires proof of breach of a legal duty of care. Where neither contractual obligation nor duty of care exists, no valid set-off or counterclaim can be established.

Legislation cited (1)

  • Increase of Rent (Restriction) Ordinance 1949 s.31

Cases cited (3)

  • Treloar v Bigge (1874) LR 9 Ex 151
  • Sear v House Property and Investment Society (1880) 16 Ch D 387
  • Ideal Film Renting Company Ltd v Nielsen [1921] 1 Ch 575

Full judgment

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

Dias v Reinforcing Steel Co. Ltd (Civil Appeal No. 382 of 1952) [1953] EACA 31 (1 January 1953)
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.