Wakilii

Downtown Investments Uganda Ltd v M S Muwema & Co. Advocates and Others (Civil Suit No. 621 of 2023)

High Court · [2026] UGCOMMC 51 · 2026 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of lease agreement, recovery of rent arrears, mesne profits, and vacant possession
Decision
Judgment entered for the Plaintiff. The 1st Defendant ordered to pay rent arrears, general damages, mesne profits, interest, and to vacate the leased premises. Eviction order issued.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the Plaintiff did not sell the leased premises to the 1st Defendant as the 2nd August 2021 offer to purchase was never accepted. The 1st Defendant breached the lease agreement by failing to pay rent from 15th December 2021 onwards. The Plaintiff was not liable for breach as it had no contractual obligation to conclude the sale and the Defendants failed to prove entitlement to reimbursement for repairs. Judgment entered for the Plaintiff with orders for payment of rent arrears of USD 148,300, general damages of UGX 50,000,000, mesne profits of USD 224,000, interest, vacant possession, and eviction.

Outcome

Judgment entered for the Plaintiff. The 1st Defendant ordered to pay rent arrears, general damages, mesne profits, interest, and to vacate the leased premises. Eviction order issued.

Facts

On 15th December 2014, the Plaintiff and 1st Defendant entered into a five-year lease agreement for premises at Plot 50 Windsor Crescent Road, Kololo, at USD 5,500 monthly rent plus VAT, with 10% annual increments after 24 months. The lease included an option for the 1st Defendant to purchase the premises. The lease expired on 15th December 2019 but the 1st Defendant continued occupying the premises. The 1st Defendant paid rent up to 15th December 2021, though often late. On 2nd August 2021, the 1st Defendant offered to purchase the premises for USD 1,050,000. The Plaintiff's then Managing Director indicated the offer was too low and promised a counteroffer, but passed away in December 2021 before responding formally. From 15th December 2021 onwards, the 1st Defendant stopped paying rent regularly. The Plaintiff terminated the lease in July 2023 and demanded vacant possession, but the 1st Defendant refused to vacate. The 1st Defendant claimed it had spent USD 186,000 on repairs and renovations and argued that after making the purchase offer, it no longer owed rent.

Issues

  1. Whether the Plaintiff sold the leased premises to the 1st Defendant.
  2. Whether the Defendants are liable for breach of contract.
  3. Whether the Plaintiff is liable for breach of contract.
  4. What reliefs are available to the parties.

Orders

  • The 1st Defendant shall pay the sum of USD 148,300 being rent arrears as at 30th May 2023 to the Plaintiff.
  • The 1st Defendant shall pay general damages of UGX 50,000,000 to the Plaintiff for breach of contract.
  • The 1st Defendant shall pay mesne profits of USD 224,000 to the Plaintiff for wrongful possession of the leased premises from 30th May 2023 until 31st January 2026.
  • The 1st Defendant shall pay interest on the rent arrears at the rate of 6% per annum from 1st June 2023 until payment in full.
  • The 1st Defendant shall pay interest on the general damages at the rate of 13% per annum from the date of judgment until payment in full.
  • The 1st Defendant shall pay interest on the mesne profits at the rate of 6% per annum from 1st June 2023 until payment in full.
  • An order of vacant possession hereby issues requiring the 1st Defendant to vacate the leased premises comprised in Plot 50 Windsor Crescent Road, Kololo and yield them back to the Plaintiff forthwith.
  • An order of eviction hereby issues permitting the Plaintiff to evict the 1st Defendant from the leased premises comprised in Plot 50 Windsor Crescent Road, Kololo forthwith.
  • Costs of the suit are awarded to the Plaintiff.

Rules and key headnotes

Contract Law — Offer and Acceptance — Requirement of Acceptance for Binding Contract
An offer can only give rise to a legally binding contract between the offeror and the offeree if and when it is accepted by the offeree. Silence on the part of the offeree upon receipt of an offer does not amount to acceptance of that offer. Acceptance of an offer must be communicated by the offeree to the offeror and must be absolute and unqualified.
Land & Property — Lease Agreements — Option to Purchase — Nature and Effect
An option to purchase in a lease agreement is an opportunity that the lessor gives to the sitting lessee to purchase the lessor's reversionary interest in the leased property in case the lessor wishes to sell that interest. It entitles a sitting lessee to consideration as a potential purchaser before third parties, but does not bind the lessor to always accept the lessee's offer. An option to purchase proceeds on a 'willing buyer, willing seller' basis.
Contract Law — Interpretation of Contracts — Rent Revision Clauses
In interpreting a rent revision clause in a lease agreement, a reasonable business-like construction means that where a landlord and tenant agree to rent revisions at a defined rate and regular intervals, the rent would be gradually increased over time to recognise the appreciation in value of the property. In the absence of special conditions causing devaluation of real property, there is a rebuttable presumption that a rent revision clause calls for increment and not reduction in rent.
Contract Law — Breach of Contract — Failure to Pay Rent
Where a lessee fails to pay rent due under a lease agreement within the agreed timelines or at all, and continues to occupy the leased premises after the expiry and termination of the lease without paying rent, the lessee is in breach of contract and in wrongful possession of the premises.
Land & Property — Lease Agreements — Alterations and Repairs — Requirement of Written Consent
Where a lease agreement expressly provides that any alterations, renovations, or improvements to the leased premises must be approved by the lessor in writing, a lessee who undertakes such works without obtaining written consent cannot claim reimbursement or set-off of expenses from rent, regardless of whether the lessor had informal knowledge of the works.
Damages & Quantum — Special Damages — Pleading and Proof Requirements
Special damages are past pecuniary loss calculable at the date of trial and must be specifically pleaded and proven. Since special damages are already ascertained, whoever pleads them must give all the specific detail in all necessary details about them in the pleadings and prove them at trial. Failure to specifically plead and prove special damages with supporting evidence such as receipts or payment records will result in the claim being dismissed.
Damages & Quantum — Mesne Profits — Calculation and Award
Mesne profits are the profits which the person in wrongful possession of property actually received or might with ordinary diligence have received from it. The calculation of mesne profits is based on the profits that the defendant in wrongful possession has actually received or could have received with ordinary diligence, rather than on the losses incurred by the owner due to the deprivation of possession. Mesne profits are properly awarded where a party is found to be in wrongful possession of property.

Legislation cited (10)

Cases cited (18)

  • Miller v Minister of Pensions [1947] 2 All ER 372
  • Red Stone Training Institute Ltd v Joyce Nabbosa Sebugwawo (HCMA No. 195 of 2024)
  • Crystal Consult (U) Ltd v MTN Uganda Ltd (HCCS No. 67 of 2012)
  • William Kasozi v DFCU Bank Ltd (HCCS No. 1326 of 2000)
  • Bukulu Samuel Katumba v Charles Jemba (HCCA No. 0095 of 2022)
  • Joy Tumushabe & Anor v M/S Anglo-African Ltd & Anor (SCCA No. 7 of 1999)
  • Opia Moses v Chukia Lumago Roselyn & 5 Ors (HCCS No. 0022 of 2013)
  • Chris Rugari v Amin Tejan (HCCS No. 25 of 2016)
  • Elizabeth Luwedde Kasule & Anor v Board of Governors of Caltec Academy & Anor (HCMA No. 1861 of 2022)
  • MTN Two One Two Staff Coop. & Credit Society Ltd v Samuel Majwega Musoke (HCCS No. 0082 of 2021)
  • JAS Ventures International Ltd v Atuhaire Juliet (HCCS No. 0676 of 2021)
  • Walusimbi's Garage Ltd & 2 Ors v NCBA Bank Uganda Ltd (HCMA No. 1561 of 2024)
  • Mohanlal Kakubhai Radia v Warid Telecom (HCCS No. 0224 of 2011)
  • Kwizera Eddie v Attorney General (SC Const. Appeal No. 01 of 2008)
  • Andrew Akol Jacha v Noah Doka Onzivua (HCCA No. 1 of 2014)
  • Rainy Sky Sa & Ors v Kookmin Bank [2011] 1 WLR 2900
  • Net Fabric & Engineering Ltd v Arab Contractors (Osman Ahmed, Osman & Co.) (HCCS No. 0774 of 2022)
  • Makubuya Enock William t/a Polla Plast v UMEME (U) Ltd (CACA No. 1 of 2019)

Full judgment

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

Downtown Investments Uganda Ltd v M S Muwema & Co. Advocates and Others (Civil Suit No. 621 of 2023) [2026] UGCommC 51 (20 February 2026)
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.