Wakilii

Hotel Greton Ltd v Em Enterprises Africa Ltd (Civil Suit 143 of 2015)

High Court · [2017] UGCOMMC 264 · 2017 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract with counterclaim
Decision
Declaration granted in favor of plaintiff that termination was wrongful; damages declined to both parties; defendant directed to pursue specific performance remedy against plaintiff

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

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 the plaintiff breached the sub-contracts by failing to formalize a contract with the Ministry of Defense before delivery of goods. The defendant's termination of the sub-contracts was wrongful because the contracts provided only for specific performance as a remedy. No evidence supported the plaintiff's allegation that the defendant sabotaged the contract process. The court declined damages to both parties and directed the defendant to enforce specific performance by requiring the plaintiff to secure the Ministry contract so payment could flow to both parties.

Outcome

Declaration granted in favor of plaintiff that termination was wrongful; damages declined to both parties; defendant directed to pursue specific performance remedy against plaintiff

Facts

Hotel Greton Ltd and EM Enterprises Africa Ltd entered two sub-contract agreements on 19 March 2014 for supply of 3,000 blankets and 4,000 T-shirts to the Ministry of Defense. The sub-contracts required the plaintiff to formalize a contract with the Ministry before the defendant would supply. The defendant procured goods from Turkey and delivered them to Magamaga Barracks in June 2014. At delivery, the defendant discovered the plaintiff had not formalized the Ministry contract. The UPDF received the goods for safe custody and later used them. The plaintiff never secured the formal Ministry contract. The defendant terminated the sub-contracts and sought recovery of its goods or payment. Both parties disputed who delivered the goods and when. The plaintiff sued for unlawful termination; the defendant counterclaimed for payment of expenses and profit.

Issues

  1. Whether there was a breach of contract and if so by whom?
  2. Whether the defendant sabotaged the contract process between the plaintiff and Ministry of Defense?
  3. Whether the defendant wrongfully/unlawfully terminated the sub-contracts made on 19th March 2014?
  4. Whether the defendant is entitled to the remedies in the counterclaim?
  5. What remedies are available to the parties?

Orders

  • Declaration that the defendant wrongfully and unlawfully terminated the sub-contracts made on 19th March 2014.
  • Plaintiff's prayer for general damages of UGX 200,000,000 declined.
  • Plaintiff's prayer for interest at 25% per annum declined.
  • Defendant's counterclaim for payment of UGX 246,687,500 declined.
  • Defendant's counterclaim for refund of goods declined.
  • Defendant's counterclaim for general damages declined.
  • Defendant's counterclaim for interest at 30% declined.
  • Court directs that the defendant enforce its right to specific performance of the sub-contracts by the plaintiff.
  • Each party to bear its own costs of the suit.

Rules and key headnotes

Contract Law — Breach of Contract — Duty to Perform Condition Precedent
Where a sub-contract stipulates that one party shall formalize a contract with a third party as a condition precedent to performance, failure to formalize that contract constitutes a breach of the sub-contract by the party who undertook that duty.
Contract Law — Termination — Specific Performance as Contractual Remedy
Where parties to a contract agree that specific performance shall be the remedy for breach and the contract does not provide for termination, a party who terminates the contract acts wrongfully because termination nullifies the parties' original intention to be bound and prevents achievement of the agreed contractual position.
Contract Law — Parol Evidence Rule — Variation of Written Contract
The parol evidence rule prohibits variation of a written contract by adding to, altering, or deleting from it; the written document is the exclusive memorial of the contract and both parties are bound by the terms therein.
Contract Law — Remedies — Damages for Breach by Plaintiff
A plaintiff who has itself breached a contract is not entitled to general damages where it has not proved that the defendant was responsible for the alleged loss of business.
Contract Law — Remedies — Direction to Enforce Specific Performance
Where a contract provides that parties are entitled to enforce specific performance in case of breach, and goods supplied under the contract have already been used by a third party, the court may direct the breaching party to perform its contractual obligations so that payment can flow to the non-breaching party.

Full judgment

↓ Download PDF

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

Hotel Greton Ltd v Em Enterprises Africa Ltd (Civil Suit 143 of 2015) [2017] UGCommC 264 (24 August 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.