Wakilii

Dr. Rene Bakashaba and Another v National Housing and Construction Co. Ltd (Civil Suit No. 367 of 2020)

High Court · [2025] UGCOMMC 339 · 2025 Judgment for Plaintiffs (Partial) AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract seeking specific performance or damages
Decision
Suit partly succeeded. Defendant ordered to refund deposit with interest and pay general damages. Specific performance denied.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that the defendant breached the contract by demanding the full outstanding balance in a lump sum contrary to the agreed phased payment plan and by withdrawing the offer without proper notice of construction progress. The plaintiffs were entitled to a refund of UGX 40,000,000 deposited plus interest at 24% per annum from filing date, and general damages of UGX 20,000,000 for anxiety and inconvenience. Specific performance was denied as the unit had been sold to a third party and circumstances had changed.

Outcome

Suit partly succeeded. Defendant ordered to refund deposit with interest and pay general damages. Specific performance denied.

Facts

On 26 October 2011, the plaintiffs contracted to purchase Unit A12 at Naalya Pride Apartments for UGX 240,000,000, depositing 10% (UGX 24,000,000). In 2013, due to construction delays, they requested and were granted a swap to Unit I22 under new terms requiring 20% initial deposit. The plaintiffs relied on the original 10% deposit. Construction was completed in 2019. In January 2020, the defendant demanded immediate payment of the full balance of UGX 216,000,000. The plaintiffs deposited an additional UGX 16,000,000 in February 2020 and arranged mortgage financing for UGX 200,000,000 through Y-Save Multi-Purpose Co-operative Society Limited. Despite this, the defendant withdrew the offer on 29 January 2020 and sold the unit to a third party.

Issues

  1. Whether the parties breached the contract for the sale of the condominium Unit?
  2. Whether the Defendant should provide an alternative condominium Unit on Block 221, Plot 2273, situated at Naalya, to the Plaintiffs at the same purchase price of UGX 240,000,000?
  3. What remedies are available to the parties?

Orders

  • The Defendant shall refund the Plaintiffs the sum of UGX 40,000,000 being money deposited for the purchase of Flat I 22 Naalya Pride Apartments Plot 2273, Block 221 at Naalya.
  • The Plaintiffs are awarded general damages of UGX 20,000,000.
  • The Plaintiffs are awarded interest on the refund sum at the rate of 24% per annum from the date of filing the suit until payment in full.
  • The Plaintiffs are awarded interest on the general damages at the rate of 6% per annum from the date of Judgment until payment in full.
  • The Plaintiffs are awarded half of the costs of the suit.

Rules and key headnotes

Contract Law — Formation — Acceptance by Conduct — Validity Despite Non-Compliance with Initial Deposit Terms
Where a party to a contract fails to pay the full initial deposit as stipulated in an offer but the other party continues to treat the contract as valid by making demands for payment and facilitating arrangements, the contract is validly formed and subsists until formally terminated.
Contract Law — Breach — Phased Payment Terms — Demand for Lump Sum Payment
A demand for the full outstanding balance in a lump sum contrary to an agreed phased payment plan tied to construction milestones constitutes a breach of contract, particularly where the purchaser was never notified of the completion of each construction stage.
Contract Law — Oral Contracts — Modification by Conduct — Validity
A contract may be modified orally or by conduct of the parties. Where a party's employee with apparent authority facilitates payment arrangements and the other party acts on those arrangements without objection, the conduct may constitute a valid modification of the contract terms.
Contract Law — Remedies — Specific Performance — Discretionary Nature — Impossibility
Specific performance is an equitable remedy exercised at the court's discretion on fixed principles. It will not be granted where the subject matter has been sold to a third party, circumstances have materially changed, and only a partial payment has been made.
Damages & Quantum — General Damages — Anxiety and Inconvenience — Breach of Contract
General damages are compensatory and should restore satisfaction to the injured party. Where a defendant's conduct in breaching a contract causes anxiety, stress, and inconvenience to the plaintiff, general damages are recoverable.
Contract Law — Remedies — Refund of Deposit — Interest
Where a contract for sale is breached by the seller and the purchaser does not receive the property, the seller must refund all deposits paid. Interest on the refund runs from the date of filing suit at the rate determined by the court.

Legislation cited (12)

Cases cited (11)

  • John Bwiza v Patrick Yowasi Kadama (Court of Appeal Civil Appeal No. 35 of 2011)
  • Sharif Osman v Haji Haruna Mulangwa (Supreme Court Civil Appeal No. 38 of 1995)
  • Greenboat Entertainment Ltd v City Council of Kampala (High Court Civil Suit No. 580 of 2003)
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Omega Bank Plc Vs O.B.C Limited [2005] 8 NWLR (pt.928) 547
  • Fina Bank Ltd Vs Spares, and Industries Ltd [2000] 1 EA 52
  • Hon. Justice Anup Singh Choudry v Mohinder Singh Channa and Another (High Court Civil Suit No. 335 of 2014)
  • Nakawa Trading Co. Ltd v Coffee Marketing Board (High Court Civil Suit No. 137 of 1991)
  • Dr. Kaijuka Mutabazi Emmanuel v Fang Min (Supreme Court Civil Appeal No. 23 of 2007)
  • Takiya Kashwahiri and Another v Kajungu Denis (Court of Appeal Civil Appeal No. 85 of 2011)
  • Uganda Development Bank Vs Muganga Construction Co. Ltd [1981] HCB 35

Full judgment

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

Dr. Rene Bakashaba and Another v National Housing and Construction Co. Ltd (Civil Suit No. 367 of 2020) [2025] UGCommC 339 (23 September 2025)
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.