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Fabrication Systems Uganda Limited v Zeus Agro Limited (Civil Suit No. 115 of 2022)

High Court · [2025] UGCOMMC 316 · 2025 Judgment Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of construction contract with counterclaim for defects and damages
Decision
Plaintiff awarded outstanding contract price less set-off for omitted and defective works, with interest and partial costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that a design-and-build contractor who designed and constructed prefabricated structures negligently failed to account for environmental wind loads and provided insufficient eaves contrary to building standards. The contractor breached contract by omitting a bar/living area specified in drawings. However, the employer who rushed construction, occupied structures before completion, and misused the facilities contributed to the defects and cannot recover full damages. The court awarded the contractor US $ 4,229.54, being the outstanding contract price of US $ 25,000 less a set-off of US $ 20,770.46 for the cost of omitted and defective works.

Outcome

Plaintiff awarded outstanding contract price less set-off for omitted and defective works, with interest and partial costs

Facts

The plaintiff, a construction company, contracted with the defendant to construct six prefabricated structures at Bunambutye, Bulambuli District for US $ 118,000. The defendant was responsible for constructing foundation slabs; the plaintiff for the superstructure and materials. Construction began in December 2018. The plaintiff received US $ 93,000, leaving US $ 25,000 outstanding. From March 2019, the defendant complained of defects including leaking roofs, panels, and floors, non-level wall panels, lopsided construction, and structures not being air and water tight. The defendant occupied the structures as they were completed, before final handover. The defendant withheld the final payment, claiming the cost of rectifying defects exceeded the amount owed. The plaintiff sued for the balance; the defendant counterclaimed for breach of contract and costs of repairs.

Issues

  1. Whether the defendant is indebted to the plaintiff to a tune of US $ 25,000 or at all.
  2. Whether the plaintiff was negligent in executing the construction works.
  3. Whether there was any breach of contract by the plaintiff.
  4. What remedies are available to the parties.

Orders

  • Judgment entered for the plaintiff against the defendant for the sum of US $ 4,229.54 as the outstanding contractual price.
  • Interest on the award at the rate of 6% per annum from 31st May, 2019 until payment in full.
  • The plaintiff awarded 20% of the costs of the suit and of the counterclaim.

Rules and key headnotes

Construction Contracts — Design and Build — Liability for Defects
A design and build contractor who assumes the role of both designer and contractor for the purposes of a project is responsible for defects in design, materials and workmanship.
Construction Contracts — Design and Build — Standard of Care
Drawings and specifications must meet the minimum standard of skill, care and diligence to be expected of a properly qualified and competent architect, designer or engineer in accordance with good industry practice, and standards that are neither codified nor an industry practice will not be implied into the contract.
Construction Contracts — Design and Build — Fitness for Purpose
A design and build contractor must carry out any design work for which it is responsible so that the works when used are fit for any purposes made known to it, are safe for operation, compliant with building codes, and meet the employer's initial expectations, unless the contract states otherwise.
Construction Contracts — Defects — Definition
Defects are flaws or deficiencies in the design, materials, or workmanship of a building or structure that cause it to fail to meet contractual obligations, industry standards, or applicable building codes.
Expert Evidence — Admissibility and Weight
When a party does not challenge an opposing party's expert report, either by cross-examination or providing their own contradictory evidence, but chooses to challenge the report during closing submissions at trial, a Court is justified to rely on it nevertheless, except where an obvious mistake has been made, where a bald assertion is made in the expert's report without any reasoning to support it, where the witness' evidence of facts are contrary to the basis on which the expert expressed their opinion in the expert report, or where the expert evidence is manifestly incredible.
Expert Evidence — Industry Practice
An expert can give an opinion of practices within a particular industry at the time a contract was entered into for the benefit of allowing the Court to understand the backdrop to the commercial arrangement.
Construction Contracts — Taking Over — Practical Completion
Where an employer occupies or uses the works before a formal Taking-Over Certificate is issued, this action deems the certificate to have been issued, and marks the official completion of works and the beginning of the defects liability period. The employer's actual use of the works serves as sufficient evidence of take-over even without a formal certificate.

Legislation cited (10)

Cases cited (47)

  • Meridiana Africa Airlines (U) Ltd v. Avmax Spares Ltd, H.C. Civil Suit No. 0111 of 2017
  • Bernard Byamukama v. Paul Muwanga t/a Polo Boutique. H.C. Civil Suit No. 477 of 2022
  • IBA v. EMI Electronics Limited and BICC Construction Limited (1980) 14 BLR 1
  • Yarmouth v. France (1887) 19 QBD 647
  • Christian Wiegand, Allocation of the Soil Risk in Construction Contracts: A Legal Comparison, ICLR, Vol. 6, Part. 1, Jan. 1989, pp. 282-309, at p. 286
  • C.J. Pearce & Co. Ltd. v. Hereford Corporation. (1968) 66 L.G.R. 647
  • Acrecrest Ltd v. W.S. Hattrell and Partners [1982] 3 WLR 1976; [1983] QB 260; [1983] 1 All E.R. 17
  • Bowen v. Paramount Builders (Hamilton) Ltd [1977] 1 NZLR 394
  • Eames London Estates Ltd. v. North Hertfordshire District Council (1980) 259 EG 491; (1980) 18 Build LR 50
  • Daubert v. Merrell Dow Pharmaceuticals (92-102), 509 U.S. 579 (1993)
  • Bolam v. Friern Hospital Management Committee [1957] 1 W.L.R. 582
  • Plant Construction plc v. Clive Adams Associates, [2000] EWHC Technology 119; [2000] BLR 137
  • Duncan v. Blundell (1820) 171 ER 749
  • Cousins v. Paddon 150 Eng. Rep. 234 (1835)
  • Conquer v. Boot [1928] 2 KB 336, [1928] All ER 120
  • Purser and Co. (Hillingdon) Limited v. Jackson and Another, [1971] 1 QB 166
  • East Ham Corporation v. Bernard Sunley & Sons [1966] AC 406
  • P & M Kaye Ltd v. Hosier & Dickinson Ltd [1972] 1 WLR 146
  • Emson Eastern Ltd v. EME Developments Ltd (1991) 55 BLR 114 at 122
  • Greaves & Co (Contractors) Ltd v. Baynham Meikle & Partners [1975] 1 WLR 1095; [1975] 3 All ER 99
  • Independent Broadcasting Authority v. EMI Electronics Ltd [1980] 5 WLUK 151
  • George Hawkins v. Chrysler (UK) Limited and Burn Associates (1987) 38 BLR 36
  • Doosan Babcock Ltd v. Comercializadora De Equipos Y Materiales Mabe Limitada [2013] EWHC 3010 (TCC)
  • Ide v. ATB Sales Ltd [2008] PIQR P13 at [4]- [6]
  • Barnett v. Chelsea and Kensington Management Committee [1956] AC 613
  • Cork v. Kirby MacLean Ltd [1952] 2 All ER 402
  • Bonnington Castings Ltd v. Wardlaw [1956] AC 613
  • Rhesa Shipping Co SA v. Edmunds (The Popi M) [1985] 1 WLR 948
  • Wilsher v. Essex Area Health Authority [1988] AC 1074
  • Fairchild v. Glenhaven Funeral Services [2003] 1 AC 32; [2002] UKHL 22
  • Turner Corporation Ltd v. Coordinated Industries Pty Ltd (1995) 11 BCL 202
  • Buildtust Construction (U) Ltd. v. Martha Rugasira H.C. Civil Suit No. 288 of 2005
  • Borham-Carter v. Hyde Park Hotel [1948] 64 TLR
  • Masaka Municipal Council v. Semogerere [1998-2000] HCB 23
  • Musoke David v. Departed Asians Property Custodian Board [1990-1994] E.A. 219
  • Kyambadde v. Mpigi District Administration, [1983] HCB 44
  • Haji Asuman Mutekanga v. Equator Growers (U) Ltd, S.C. Civil Appeal No.7 of 1995
  • Gapco (U) Ltd v. A.S. Transporters (U) Ltd C. A. Civil Appeal No. 18 of 2004
  • TUI (UK) Ltd v. Griffiths [2023] UKSC 48
  • Thomas Crema v. Cenkos Securities plc [2010] 2 All ER (Comm) 1; [2010] EWHC 461 (Comm); [2010] EWCA Civ 1444
  • Prenn v. Simmonds [1971] 1 WLR 1381 at 1383H to 1385H
  • Jarvis & Sons Ltd v. Westminster Corporation [1969] 1 WLR 1448, at 1458
  • H. W. Nevill (Sunblest) Ltd v. William Press & Sons Ltd (1981) 20 BLR 780
  • City of Westminster v. J. Jarvis & Sons Ltd [1970] 7 BLR 64; [1970] 1 All ER 943; [1970] 1 W.L.R. 637
  • Batty v. Metropolitan Property Realisation [1978] Q.B. 554
  • Balcomb v. Ward Construction (Medway) Ltd. (1981) 259 Estates Gazette 765
  • John Lelliott (Contracts) Ltd v. Byrne Bros (Formwork) Ltd (1992), 31 Con LR 89

Full judgment

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Fabrication Systems Uganda Limited v Zeus Agro Limited (Civil Suit No. 115 of 2022) [2025] UGCommC 316 (9 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.