Giuliano v Glaudio (Civil Appeal No. 91 of 2003)

Observed later treatment

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.

Holding

The Court of Appeal dismissed the main appeal, upholding the trial judge's findings that there was no oral joint venture agreement and that the appellant had sold his machinery to Domus Aurea Ltd and owed the respondent UGX 24,143,000 in commissions. On the cross-appeal, the court held that the trial judge erred in ordering Domus Aurea Ltd and its Directors to pay the appellant, since the company was a separate legal person and not a party to the suit; the corporate veil could not be lifted absent evidence of sham and an application made at trial. The court declined to award general damages for want of proof but awarded interest at 20% per annum on the commission.

Outcome

Main appeal dismissed; cross-appeal allowed with costs; orders against Domus Aurea Ltd set aside; interest at 20% per annum awarded on commission, no general damages

Facts

The appellant filed a suit seeking a declaration that he owned machinery in the premises of Domus Aurea Ltd, an unconditional order releasing the machines, a permanent injunction, general damages and costs. He alleged an oral agreement with the respondent to form a joint venture carpentry workshop with 51:49 shareholding. The respondent denied a joint venture and counterclaimed, stating he was engaged by the appellant on a 10% commission to negotiate the liquidation of the appellant's shares in Kava International Ltd and to sell machines to Kapkwata Saw Mills Ltd. The respondent also asserted the appellant had agreed to sell machines to Domus Aurea Ltd for UGX 75,920,000, of which UGX 30,000,000 was paid before the appellant refused to formalise the documentation. Defence witnesses and draft sale agreements (exhibits P1–P4) indicated a sale to the company rather than a joint venture. The respondent claimed unpaid commissions totalling UGX 24,143,000. The trial judge dismissed the main suit and allowed the counterclaim.

Issues

1. Whether there was an oral agreement between the parties to form a joint venture.
2. Whether the appellant sold the suit machinery to the respondent's company Domus Aurea Ltd.
3. Whether the appellant owed the respondent commission for negotiations disposing of shares in Kava International Ltd and sale of machines to Kapkwata Saw Mills Ltd.
4. Whether the trial judge properly made orders against Domus Aurea Ltd and its Directors when the company was not a party to the suit.
5. Whether the respondent was entitled to general damages and interest under the counterclaim.

Orders

• Main appeal dismissed.
• Cross-appeal allowed with costs to the respondent.
• Orders made against Domus Aurea Ltd set aside as the company was not a party to the suit.
• No general damages awarded to the respondent on the counterclaim.
• Interest at a commercial rate of 20% per annum on the commission from date of filing until payment in full.

Rules and key headnotes

Cases cited (4)

• Katarikawe vs Katwiremu (1997) HCB 187
• Fenekanzi Semakula vs Ezekiel Mulondo (1985) HCB 2
• Haji Sulaiman Lule vs commission Zamu Nalumansi Nalongo & Anor H.C.C.S. No.558/189
• Salomon v Salomon & Co Ltd [1897] AC 22

Cases citing this judgment (3)

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.

• Guiliano v Claudio (Civil Application 1 of 2013)
• Gariggio v Casadio [2014] UGSC 402
• Giuliano Garigio v Claudio Casadio (Civil Appeal 13 of 2010)

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