Wakilii

Future Stars Investment (U) Ltd v Nasuru (CIVIL SUIT No. 0012 OF 2017)

High Court · [2017] UGHCCD 138 · 2017 Judgment for Plaintiff (on Admission) AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of advance rent payment and damages for breach of contract
Decision
Plaintiff awarded refund of advance rent payment based on defendant's admission; all other claims dismissed; costs denied due to premature filing

Observed later treatment

Treatment recorded in citing cases followed in 1 Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

Good law Followed in 1 case and applied in 0 cases, with no adverse treatment recorded. Citations rising — 6 citing cases on record, 4 in the most recent three data years. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

Held that in a ten-year tenancy agreement for premises under construction, where no specific date for handing over physical possession was stipulated and time was not expressly made of the essence, a one-month delay in making premises available after the commencement date did not constitute a repudiatory breach justifying rescission. Without notice making time of the essence, the defendant's obligation was to deliver possession within a reasonable time. However, judgment entered on the defendant's admission of willingness to refund the advance rent payment of 108 million shillings.

Outcome

Plaintiff awarded refund of advance rent payment based on defendant's admission; all other claims dismissed; costs denied due to premature filing

Facts

On 5 November 2016, the plaintiff company entered into a ten-year tenancy agreement with the defendant for premises comprised in plot 15, Transport Road, Arua Municipality, at monthly rent of UGX 4,500,000. The plaintiff paid UGX 108,000,000 as two years' advance rent. The building was under construction at the time of contracting. The agreement stated the tenancy would commence on 15 January 2017 but did not specify a date for handing over physical possession. When the plaintiff's representative visited on 5 February 2017, the building was still under construction. After three meetings between 5 and 17 February 2017 failed to resolve the matter, the plaintiff demanded a refund and filed suit on 20 February 2017. The defendant testified he had verbally agreed to extend time if the building was not ready, that the plaintiff had requested and contributed to structural adjustments that would require additional time, and that he was willing to refund the advance payment on a schedule.

Issues

  1. Whether there was any breach of contract by the defendant.
  2. What remedies are available to the parties.

Orders

  • Judgment entered in favour of the plaintiff for recovery of UGX 108,000,000 based on the defendant's admission of willingness to refund.
  • All other claims for damages dismissed.
  • Each party to bear their own costs of the suit.

Rules and key headnotes

Contract Law — Implied Terms — Test for Implication — Business Efficacy
For a term to be implied into a contract, the court must be satisfied that the parties must have intended that term to form part of their contract; it must be a term that went without saying, a term necessary to give business efficacy to the contract. A term will be inferred only if it is necessary to give business efficacy to the contract to avoid such a failure of consideration that the parties cannot as reasonable businessmen have intended. If the contract makes business sense without the term, the courts will not imply it. The test is not whether the term is reasonable, but whether it is necessary.
Contract Law — Interpretation — Parol Evidence Rule
Once the terms of a contract are reduced to writing, any extrinsic evidence meant to contradict, vary, alter, or add to the express terms of the agreement is generally inadmissible under the parol evidence rule. The parol evidence rule prevents the admission of oral evidence to prove that some particular term was verbally agreed upon but had been omitted from the written contract. Where a contract contains an entire agreement clause, oral testimony purporting to introduce unstipulated terms contravenes both the express provision and the parol evidence rule.
Land & Property — Tenancy Agreements — Time of the Essence — General Presumption
In transactions relating to immovable properties, time is not the essence of the contract unless the parties expressly make it so. The mere selection of a particular date for commencement of a tenancy will not, in the absence of other relevant connecting factors, be sufficient to draw an inference that the parties intended that date to be of the essence. The intention to treat time as the essence must be evidenced by circumstances sufficiently strong to displace the normal presumption that in tenancy agreements, stipulations as to time are not the essence of the contract.
Contract Law — Breach — Time Not of the Essence — Notice Making Time of the Essence
Where time is not of the essence in the performance of a contract, a breach cannot occur unless the innocent party issues a notice to the other making time of the essence. In the absence of time being made of the essence, performance must be within a reasonable time. After the lapse of a reasonable time for performance, the promisee may give notice fixing a reasonable time for performance. It is only after service of such notice and failure to comply that time becomes of the essence. The notice must itself be reasonable, and the date fixed for performance must not be unreasonably soon in all the circumstances.
Contract Law — Breach — Repudiatory Breach — Test
The test as to whether a breach is repudiatory is whether the occurrence of the event deprived the party who has further undertakings to perform of substantially the whole benefit which it was the intention of the parties, as expressed in the contract, that he should obtain as the consideration for performing those undertakings. The question is whether the breach goes so much to the root of the contract that it makes further commercial performance impossible, or in other words, whether the whole contract is frustrated. A month's delay in delivering possession under a ten-year tenancy does not constitute a repudiatory breach going to the root of the contract.
Civil Procedure — Judgment on Admission — Discretionary Power
Under Order 13 rule 6 of the Civil Procedure Rules, the court is empowered to enter judgment on admission at any stage of a suit where an admission of facts has been made, either on the pleadings or otherwise. The admission should be unambiguous, clear, unequivocal, unconditional and positive. The judge's discretion to grant judgment on admission of fact is to be exercised only in plain cases where the admissions of fact are so clear and unequivocal that they amount to an admission of liability entitling the plaintiff to judgment.
Civil Procedure — Costs — Misconduct — Premature Litigation
A successful litigant who has been guilty of some sort of misconduct relating to the litigation or the circumstances leading up to the litigation may be denied costs. Where a plaintiff rescinds a contract without legal justification and files suit prematurely before the defendant has breached the contract, such conduct is reprehensible and may warrant denial of costs even where the plaintiff obtains judgment on the defendant's admission.

Legislation cited (3)

Cases cited (25)

  • Sharif Osman v. Haji Haruna Mulangwa, S.C.CA. 38 of 1985
  • Joseph Muluuta v. Katama Silvano, SC. ac No. 11 of 1999
  • Francis Sembuya v. Olport Services Limited, S.C.CA 6 of 1999
  • British and Commonwealth Holdings PLC v. Quadrex Holdings, [1989] 3 ALL ER 492
  • Halsbury's Laws of England (4th edn.) vol. 9 (1) para 622
  • Chitty on Contracts 24th Edition Vol I page 338
  • Jacob v. Batavia and General Plantations Trust, (1924)1 Ch. 287
  • Muthuuri v. National Industrial Credit Bank Ltd [2003] KLR 145
  • Robin v. Gervon Berger Association Limited And Others [1986] WLR 526 at 530
  • Liverpool City Council v. Irwin, [1977] AC 239
  • Brown and Davis Ltd v. Galbraith, [1972] 1 WLR 997
  • F. A. Tamplin Steamship Co. Ltd. v. Anglo-Mexican Petroleum Products Co. Ltd [1916] 2 A.C. 397
  • Trollope and Colls Limited v. North West Metropolitan Regional Hospital Board, [1973] 1 WLR 601, [1973] 2 All ER 260
  • Davis Contractors Ltd v. Fareham Urban District Council, [1956] 2 All ER 145
  • Behzadi v. Shaftsbury Hotels, [1992] Ch 1, [1991] 2 All ER 477, [1991] 2 WLR 1251
  • N. Srinivasa v. Kuttukaran Machine Tools Ltd. [2009 (5) SCC 182; AIR 2009 SC 2217]
  • Charles Rickards Ltd. v. Oppenheim.[ [1950] 1 K.B. 616]
  • United Scientific Holdings v. Burnley Borough Council, [1978] AC 904
  • Universal Cargo Carriers Corporation v. Citat, [1957] 2 QB 402
  • Hong Kong Fir Shipping Co v. Kawasaki Kisen Kaisha Ltd, [1962] 2 QB 26, [1962] 1 All ER 474
  • Lombard North Central v. Butterworth, [1987] QB 527; [1987] 1 All ER 267; [1987] 2 WLR 7
  • Cassam v. Sachania [1982] KLR 191
  • Industrial and Commercial Development Corporation v. Daber Enterprises Ltd, [2000] 1 EA 75
  • Continental Butchery Ltd v. Ndhiwa, [1989] KLR 573
  • Anglo-Cyprian Trade Agencies Ltd v. Paphos Wine Industries Ltd, [1951] 1 All ER 873

Cases citing this judgment (5)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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Future Stars Investment (U) Ltd v Nasuru (CIVIL SUIT No. 0012 OF 2017) [2017] UGHCCD 138 (30 October 2017)
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.