Wakilii

Gregory Shea v Fr. Jonathan Opio and Another (Company Cause No. 33 of 2025)

High Court · [2025] UGHCCD 218 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by Notice of Motion seeking orders to compel transfer of shares held in trust
Decision
Application granted; respondents ordered to transfer shares held in trust to the applicant within 10 working days, failing which the Registrar of Companies shall effect the transfer

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that a share trust deed cannot be repudiated by board resolution but only according to the terms agreed by the parties in the deed. The board resolution purporting to terminate the trust was invalid as it was not signed by the company secretary. The respondents breached the trust deed by refusing to transfer shares to the beneficiary upon request, failing to act in good faith as required by the deed.

Outcome

Application granted; respondents ordered to transfer shares held in trust to the applicant within 10 working days, failing which the Registrar of Companies shall effect the transfer

Facts

The applicant, a foreign investor, incorporated Ano Africanext Opportunities Ltd in Uganda with the assistance of the 1st respondent. The applicant was advised that the company needed to be 51% locally owned to engage in agri-business. The company was incorporated with the applicant holding 49 shares, the 1st respondent holding 40 shares, and the 2nd respondent holding 11 shares. The respondents signed a share trust deed dated 8th May 2025 agreeing to hold their shares in trust for the applicant and to transfer them upon his instructions. The applicant solely financed all company activities. The respondents subsequently refused to transfer the shares and purported to terminate the trust deed by board resolution dated 30th September 2025. The applicant sought orders compelling the transfer of shares.

Issues

  1. Whether the share trust deed dated 8th May 2025 was validly terminated by board resolution.
  2. Whether the respondents breached the share trust deed by refusing to transfer shares held in trust for the applicant.

Orders

  • The Respondents each transfer the shares held in Ano Africanext Opportunities Ltd in trust for the beneficiary/Applicant.
  • Failure to comply within 10 working days, the Registrar of Companies shall effect the said changes and enter the same on the Register.
  • Costs of this Application are awarded to the Applicant.

Rules and key headnotes

Trusts — Share Trust Deeds — Termination — Board Resolution Cannot Terminate Trust Deed
A share trust deed, being a contract between parties, cannot be repudiated by a board resolution but only according to the terms agreed by the parties in the deed itself, save for circumstances where it was signed under vitiating factors.
Company Law — Board Resolutions — Validity — Requirement for Company Secretary's Signature
A board resolution is invalid if it is not signed by both the director and the company secretary as required.
Trusts — Share Trust Deeds — Termination — Contractual Terms Govern
The termination of a share trust deed is governed by the terms stipulated in the deed itself. Where the deed specifies the circumstances under which it may be terminated, those terms must be followed.
Contract Law — Breach of Contract — Trustees' Obligations
A breach of contract occurs where a party fails to perform a duty arising out of obligations undertaken under the contract. Trustees who refuse to transfer shares to the beneficiary upon request, contrary to the terms of a share trust deed, breach the contract by failing to act in good faith and for the benefit of the beneficiary.

Legislation cited (6)

Cases cited (3)

  • Behange v School Outfitters Ltd (2000) 7 EA 20
  • Barclays Bank of Uganda Limited v Howard Bokojjo (H.C.C.S No. 53 of 2011)
  • Nakawa Trading Co. Ltd v Coffee Marketing (H.C.C.S No. 737 of 1997)

Full judgment

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

Gregory Shea v Fr. Jonathan Opio and Another (Company Cause No. 33 of 2025) [2025] UGHCCD 218 (28 November 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.