Wakilii

Fresh Cuts (U) Limited v Spedag Interfreight (U) Limited [2026] UGCOMMC 379

High Court · 2026 Suit Dismissed; Counterclaim Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract, with a counterclaim by the defendant.
Decision
Plaintiff's suit dismissed with costs; counterclaim succeeded with judgment for the counterclaimant of USD 19,208.90 and UGX 100,000,000 general damages, plus interest and costs.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that a valid transportation contract existed for both consignments, the plaintiff having accepted the defendant's revised quotation by conduct through submission of shipping documents despite not signing. No 30-day credit facility was agreed; the payment term required 100% payment against invoice. The plaintiff breached by failing to pay, so the defendant lawfully exercised its express contractual and possessory lien and sold the perishable cargo. The plaintiff's suit was dismissed with costs, and the counterclaim succeeded: the defendant recovered USD 19,208.90 in incidental charges plus UGX 100,000,000 general damages, with interest and costs.

Outcome

Plaintiff's suit dismissed with costs; counterclaim succeeded with judgment for the counterclaimant of USD 19,208.90 and UGX 100,000,000 general damages, plus interest and costs.

Facts

In 2019 the plaintiff engaged the defendant, a clearing and forwarding company, to transport two consignments to Kampala: one from Devro SRO (Czech Republic) and one from Tamaco International (Denmark), a 40-foot refrigerated container of frozen chicken MDM. The defendant issued quotations whose terms required 100% payment against invoice prior to release, with attached general conditions creating a possessory lien. The plaintiff did not sign the revised quotation but submitted shipping documents and appointed the defendant as its URA clearing agent, performing the offer's terms. The plaintiff later applied for a 30-day credit facility, but a credit evaluation found it not creditworthy and the defendant communicated disapproval. The Devro consignment was delivered and paid, discharging that contract. For the Tamaco container, the defendant cleared and transported the cargo to Nakawa but the plaintiff never paid the invoice, insisting on credit that was never agreed. The defendant retained the perishable cargo under its lien and sold it, incurring demurrage, electricity plug-in and storage charges.

Issues

  1. Whether there was a contract of transportation for the two consignments from Tamaco International and Devro SRO, and if so, who breached the contract.
  2. Whether the plaintiff and defendant agreed upon a 30-day credit facility before commencement of the transportation contract.
  3. Whether the defendant's sale of the consignment of frozen chicken MDM was proper.
  4. What remedies are available to the parties.

Orders

  • The suit is dismissed with costs to the Defendant.
  • Judgment is entered for the Counterclaimant against the Counter Defendant.
  • A declaration that the Counter Defendant breached the contract.
  • An order for payment of USD 19,208.90.
  • General damages of UGX 100,000,000.
  • Interest on the USD 19,208.90 at 21% per annum from the date of filing the counterclaim until payment in full.
  • Interest on the general damages at 6% per annum from the date of judgment until payment in full.
  • Costs of the suit to the Counterclaimant.

Rules and key headnotes

Contract Law — Formation — Acceptance by Performance or Conduct
Where an offer prescribes signing and returning a quotation as the mode of acceptance, a party who instead performs the terms of that offer—such as submitting the required shipping documents—accepts the offer by conduct, and a binding contract arises notwithstanding the absence of signature.
Contract Law — Breach — Payment Terms
Where a contract expressly requires 100% payment against invoice prior to release of goods and payment is due upon invoicing, the party's failure to pay upon the invoice constitutes a breach of contract that discharges the other party from its unperformed obligation to deliver.
Commercial Law — Clearing and Forwarding — Contractual and Possessory Lien
A forwarder in whose favour an express contractual lien has been created may lawfully retain possession of, and sell, cargo—including perishable goods—to recover outstanding charges where the customer has failed to pay, and such retention and sale in accordance with the parties' agreement is not unlawful.
Evidence — Burden of Proof — Party Asserting a Fact
Whoever alleges a fact on which a legal right or liability depends bears the burden of proving that fact on a balance of probabilities; a party asserting the existence of a credit facility must adduce evidence to establish it.
Damages & Quantum — General Damages — Assessment on Breach of Contract
General damages compensate for the direct, natural or probable consequences of a breach and are awarded at the court's discretion, assessed by reference to the value of the subject matter, the economic inconvenience suffered, and the nature and extent of the injury.

Legislation cited (11)

Cases cited (20)

Full judgment

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Fresh Cuts (U) Limited v Spedag Interfreight (U) Limited [2026] UGCOMMC 379 (30 July 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.