Wakilii

Hajati Rehema Buteraba v Kiwanuka Fatuma and Others (Civil Appeal No. 3 of 2023)

High Court · [2026] UGHCCD 23 · 2026 Appeal Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Civil appeal from Chief Magistrate's Court judgment in breach of contract suit
Decision
Trial court judgment set aside except for dismissal of counter claim; no valid contract found to exist between the parties

Observed later treatment

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Holding

The High Court held that no valid contract existed between the parties because the evidence failed to establish essential elements including offer, acceptance, and exchange of valuable consideration. The purported written agreement was unsigned by the appellant and unwitnessed, and no evidence proved payment of the alleged UGX 25,000,000. The appeal was partly allowed; the trial court's judgment was set aside except for dismissal of the counter claim for rent arrears, which lacked supporting evidence.

Outcome

Trial court judgment set aside except for dismissal of counter claim; no valid contract found to exist between the parties

Facts

The respondents sued the appellant for breach of contract, alleging that on 17th March 2020 the appellant sold her goodwill in shop No. 1, Modern Sara Centre at Nasser Road to the 1st respondent for UGX 50,000,000, with UGX 25,000,000 paid as part payment. The respondents claimed the appellant subsequently sold the same shop to another person. The appellant denied entering any agreement or receiving payment, and counterclaimed for UGX 14,520,000 in rent arrears, alleging the respondents were her sub-tenants. The trial Chief Magistrate found a valid contract existed and that the appellant breached it, dismissing the counter claim. The appellant appealed.

Issues

  1. Whether the agreement dated 17th March 2020 met all the necessary requirements for a valid contract.
  2. Whether the appellant was in breach of the contract of sale of goodwill.
  3. Whether the appellant's counter claim for rent arrears of UGX 14,520,000 was proven.

Orders

  • Appeal partly allowed.
  • Judgment and decree of the trial Chief Magistrate in Civil Suit No. 806 of 2020 set aside with the exception of the order dismissing the counter claim.
  • Each party to bear their own costs of the appeal and in the lower court.

Rules and key headnotes

Contract Law — Formation of Contract — Essential Elements — Offer, Acceptance, and Consideration
For a valid contract to exist under section 9(1) of the Contracts Act, there must be evidence establishing all essential elements including offer, acceptance, free consent of parties with capacity to contract, valuable consideration, lawful object, and intention to be legally bound. Where evidence fails to prove exchange of valuable consideration or expression of intention to be legally bound, no valid contract exists.
Contract Law — Form of Contract — Written Contracts — Directory vs Mandatory Requirements
While section 9(5) of the Contracts Act requires contracts exceeding twenty-five currency points (UGX 500,000) to be in writing, where all elements of a valid contract under sections 9(1) and 9(2) are satisfied, the requirement for writing serves more of an evidential purpose than one of validity and should be construed as directory rather than mandatory. A contract may be partly written and partly oral, or implied from the conduct of the parties.
Contract Law — Proof of Contract — Burden of Proof — Unsigned Agreements
A purported written agreement that neither fully sets out the terms of the agreement nor is signed by the alleged contracting party and witnesses cannot be relied upon as proof of a valid contract or as acknowledgement of receipt of money. Where the alleged payment is unwitnessed and the alleged receiver neither signed the agreement nor acknowledged receipt in any other way, there is no evidence of exchange of valuable consideration.
Contract Law — Breach of Contract — Prerequisite of Valid Contract
Where no valid and enforceable contract exists between parties, there can be no breach of contract by either party.
Contract Law — Landlord and Tenant — Proof of Rent Arrears — Burden of Proof
A claim for rental arrears must be supported by evidence establishing the terms of the tenancy, prior rental payments, and issuance of demand notices. Where no evidence is adduced showing the terms of sub-tenancy, prior rental payments, or demand notices for alleged arrears over an extended period, the claim for rental arrears fails for lack of proof.
Civil Procedure — Appeals — Duty of First Appellate Court — Re-evaluation of Evidence
The duty of the first appellate court is to scrutinize and re-evaluate the evidence on record and come to its own conclusion. The court must reconsider all material evidence that was before the trial court, making allowance for the fact that it has neither seen nor heard the witnesses, and must consider the evidence on any issue in its totality and not any piece in isolation.

Legislation cited (4)

Cases cited (5)

  • Greenboat Entertainment Ltd v City Council of Kampala (HCCS No. 5080 of 2020)
  • Kifamunte Henry v Uganda (SC Criminal Appeal No. 10 of 1997)
  • Fredrick Zabwe v Orient Bank Ltd (SCCA No. 4 of 2006)
  • Baguma Fred v Uganda (SC Criminal Appeal No. 7 of 2004)
  • Ndyowayesu Ceaser v Serubiri Timothy (Civil Appeal No. 15 of 2021)

Full judgment

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

Hajati Rehema Buteraba v Kiwanuka Fatuma and Others (Civil Appeal No. 3 of 2023) [2026] UGHCCD 23 (22 January 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.