Wakilii

Elsa Bokhre Abraha v Opec Prime Properties (U) Ltd and Another (Civil Suit 106 of 2020)

High Court · [2026] UGCOMMC 104 · 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 contract with third party proceedings
Decision
Judgment entered for the Plaintiff against the Defendants with orders for refund of USD 150,000, general damages of UGX 200,000,000, interest, and costs. Third party claim dismissed.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that the 1st Defendant breached the Sale and Purchase Agreement by failing to deliver the townhouse by the agreed date of 30 September 2016 and failing to refund the deposit of USD 150,000. The defence of frustration failed because the termination of the Public Private Partnership Agreement by Government occurred in August 2018, nearly two years after the contractual delivery date had passed. The Third Party was not liable to indemnify the 1st Defendant as the contract was not frustrated by Government action.

Outcome

Judgment entered for the Plaintiff against the Defendants with orders for refund of USD 150,000, general damages of UGX 200,000,000, interest, and costs. Third party claim dismissed.

Facts

On 19 January 2015, the Plaintiff entered into a Sale and Purchase Agreement with the 1st Defendant to acquire Townhouse No. 25 on Plot 28 Naguru Avenue at USD 280,000. The Plaintiff paid USD 150,000 as deposit (USD 5,000 on 27 January 2016 and USD 145,000 on 4 March 2016). The agreement provided for delivery and vacant possession by 30 September 2016. The 1st Defendant failed to deliver the completed townhouse by that date. The certificate of title was transferred to the Plaintiff on 12 June 2017 despite non-completion of construction. On 25 February 2018, the 1st Defendant wrote indicating problems with Government and that the contract had been withdrawn. The 1st Defendant had entered into a Public Private Partnership Agreement with Government for the Naguru-Nakawa satellite city development, which was terminated by Government on 9 August 2018. The Plaintiff neither received the completed house nor a refund of the deposit.

Issues

  1. Whether the contract between the parties was frustrated?
  2. Whether the 1st Defendant is liable for breach of contract specifically the Sale and Purchase Agreement for the purchase by the Plaintiff of Town House Number 25 Naguru?
  3. Whether the Third Party is liable to indemnify the 1st Defendant?
  4. What remedies are available to the parties?

Orders

  • A declaration that the Defendants breached the contract.
  • An order for recovery of USD 150,000 (United States Dollars One Hundred Fifty Thousand).
  • General damages of UGX 200,000,000 (Uganda Shillings Two Hundred Million only).
  • Interest on the USD 150,000 at the rate of 25% per annum from the date of filing the suit until payment in full.
  • Interest on general damages at the rate of 6% per annum from the date of judgment till payment in full.
  • Costs of the suit awarded to the Plaintiff.
  • The suit as against the Third Party is dismissed with costs.

Rules and key headnotes

Frustration — Timing of Frustrating Event — Breach Prior to Alleged Frustration
A party cannot successfully plead frustration where the alleged frustrating event occurred after the date on which that party was already in breach of the contract by failing to perform its contractual obligations.
Frustration — Definition and Requirements
Frustration is the premature determination of an agreement owing to the occurrence of an intervening event or change of circumstances so fundamental as to strike at the root of the agreement and entirely beyond what was contemplated by the parties when they entered into the agreement.
Breach of Contract — Failure to Perform — Time of the Essence
Where time is of the essence in a contract and a party fails to perform its obligations by the stipulated date, that party is in breach of contract regardless of subsequent events.
Construction of Contracts — Intention of Parties
The cardinal presumption in construction of written agreements is that parties have intended what they have in fact said, so that their words must be construed as they stand. The court must consider the meaning of the words used, not what one may guess to be the intention of the parties.
Third Party Proceedings — Indemnity — Requirements
For a third-party indemnity claim to be sustained, the subject matter of the suit between the defendant and the third party on a contract express or implied must be the same as that between the defendants and the plaintiff. There must be a contract to indemnify either express or implied; a mere right to claim damages would not suffice.
General Damages — Assessment — Factors to Consider
When assessing the quantum of general damages, the court must consider the value of the subject matter, the economic inconvenience that the plaintiff may have been put through, and the nature and extent of the injury suffered.
Interest — Contractual Rate — Court's Discretion
Where an interest rate has been provided in the contract, the court may award interest at that contractual rate on the decretal sum from the date of filing suit until payment in full, and at the court rate on general damages from the date of judgment until payment in full.

Legislation cited (7)

Cases cited (22)

Full judgment

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

Elsa Bokhre Abraha v Opec Prime Properties (U) Ltd and Another (Civil Suit 106 of 2020) [2026] UGCommC 104 (30 March 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.