Wakilii

Hass Petroleum (U) Limited v Kena International Limited and Another (Civil Suit No. 275 of 2021)

High Court · [2025] UGCOMMC 294 · 2025 Plaintiff's Claim Dismissed; Counterclaim Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for liquidated sum and general damages with counterclaim for unpaid balance on construction contracts
Decision
Plaintiff's claim dismissed. Counterclaimant awarded UGX 50,000,000 in general damages with interest at 6% per annum from judgment until payment in full.

Observed later treatment

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Holding

The High Court dismissed the plaintiff's claim for UGX 356,796,800 allegedly spent over the contractual sum, finding the plaintiff failed to prove payment of the full contractual sum of UGX 6,216,686,604 or that the defendant failed to execute its obligations. The court allowed the counterclaim in part, awarding the defendant UGX 50,000,000 in general damages for failure to pay balances on construction contracts, finding the reconciliation statement signed by the defendant's site engineer binding on both parties under the doctrine of ostensible authority.

Outcome

Plaintiff's claim dismissed. Counterclaimant awarded UGX 50,000,000 in general damages with interest at 6% per annum from judgment until payment in full.

Facts

On 6 June 2018, Hass Petroleum (plaintiff) contracted with Kena International (1st defendant) for construction of four petrol stations at Jinja, Lira, Buloba, and Gulu for UGX 5,984,707,289, with completion by January 2019. The plaintiff advanced UGX 4,043,109,265 and the parties agreed to variations totaling UGX 231,979,325, bringing the total contractual sum to UGX 6,216,686,604. Due to delays and the 1st defendant's financial difficulties, the parties entered a second agreement on 17 June 2019 whereby the plaintiff would complete the works directly, with Fagayo-Fagayo (2nd defendant) as guarantor. The plaintiff claimed it spent UGX 600,925,157 over the contractual sum, offset UGX 244,128,357 owed for Buloba, and sought the balance of UGX 356,796,800. The defendants denied the claim and counterclaimed for unpaid balances on the contracts including UGX 231,979,325 for extra works. The Gulu site was never completed due to resistance from residents claiming to be lawful tenants.

Issues

  1. Whether there was breach of contracts for the construction of the Plaintiff's fuel stations, and if so, by whom?
  2. What remedies are available to the parties?

Orders

  • Plaintiff's suit dismissed against the Defendants with costs.
  • Judgment entered for the Counterclaimant against the Counter-Defendant.
  • General damages of UGX 50,000,000 awarded to the Counterclaimant.
  • Interest on general damages at 6% per annum from date of judgment until payment in full.
  • Costs of the suit and half the costs of the counterclaim awarded to the Counterclaimant.

Rules and key headnotes

Burden of Proof — Breach of Contract — Failure to Prove Payment
A party alleging breach of contract bears the burden of proving the facts upon which the alleged breach depends, including proof that contractual payments were made as claimed.
Ostensible Authority — Site Engineer — Binding Effect of Acts
Where a site engineer acts as a party's representative in contract performance and the principal makes no contrary representation to the other contracting party, the site engineer has ostensible authority to bind the principal, and documents signed by the site engineer (including reconciliation statements) are binding on the principal.
Approbation and Reprobation — Estoppel — Use of Contractor's Completion Reports
A party who uses a contractor's completion reports and calibration charts to obtain completion certificates and operational permits is estopped from later claiming the contractor did not complete the works. A party cannot approbate and reprobate the same transaction by accepting its benefits while denying its validity.
Pleadings — Scope of Counterclaim — Matters Outside Pleadings
A party is bound to prove the case as alleged in the pleadings and issues framed. A party will not be allowed to succeed on a case not set up in the pleadings or to introduce claims for matters outside the scope of the suit as defined by the pleadings.
Special Damages — Pleading and Proof — Failure to Particularise
Special damages must be specifically claimed, particularised in the pleadings, and proved by evidence. A claim for special damages that is pleaded but not particularised offends the rules of procedure and will fail where no evidence is adduced to support it.
General Damages — Assessment — Factors to Consider
In assessing general damages for breach of contract, the court considers the value of the subject matter, the economic inconvenience suffered by the plaintiff, and the nature and extent of the injury. General damages are awarded at the court's discretion, which must be exercised judiciously to compensate for loss and inconvenience suffered.

Legislation cited (5)

Cases cited (23)

Full judgment

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

Hass Petroleum (U) Limited v Kena International Limited and Another (Civil Suit No. 275 of 2021) [2025] UGCommC 294 (10 June 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.