Wakilii

I Kawenyera David and Another v Kagwa Robert [2025] UGHC 1587

High Court · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by Notice of Motion for dissolution of partnership
Decision
Partnership dissolved; Applicants granted liberty to wind up partnership affairs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that a partnership existed between the parties based on their joint operation of Bright Children Primary School, evidenced by lease agreements and business operations. The court dissolved the partnership under Section 37(c), (d), and (f) of the Partnership Act, finding that the respondent engaged in fraudulent duplication of the partnership, unauthorized use of partnership funds, failure to account, and refusal to allow inspection of books—conduct prejudicial to the business and rendering it impracticable to continue the partnership.

Outcome

Partnership dissolved; Applicants granted liberty to wind up partnership affairs

Facts

The Applicants and Respondent, along with another teacher, met between 1997 and 1999 to plan a school business. In 2000, they commenced Bright Children Primary School, Kyebando. A lease agreement was signed by the second Applicant and Respondent on behalf of the partnership, with the Respondent serving as managing partner. The Applicants alleged the Respondent engaged in fraudulent activities including duplicating the partnership with other members, failing to account for school fees, unauthorized use of partnership funds, fraudulent resignation while remaining as Head Teacher, and refusing to allow inspection of partnership books. The Applicants attempted resolution through meetings in July 2022 and served formal notice in November 2022, but the Respondent allegedly ignored these efforts. The Respondent did not file a reply or appear at the hearing despite being duly served.

Issues

  1. Whether a partnership exists between the parties.
  2. Whether the partnership should be dissolved.

Orders

  • The partnership known as Bright Children Primary School, Kyebando is hereby dissolved.
  • The Applicants are granted liberty to take steps in accordance with the law to wind up the affairs of the partnership.
  • The Respondent shall pay the costs of this Application.

Rules and key headnotes

Partnership Law — Formation — Existence of Partnership Without Written Deed
A partnership relationship can be inferred where two or more persons not exceeding twenty carry on a business in common with the intention of making profits, even in the absence of a written partnership deed, provided there is evidence of joint business operations.
Partnership Law — Proof of Partnership Status — Circumstantial Evidence
Where a person's name does not appear on primary partnership documents but there is corroborative evidence of involvement in founding and operating the business, and no rebuttal is offered, the court may find on a balance of probabilities that the person was a partner.
Partnership Law — Dissolution — Grounds for Court-Ordered Dissolution
A partnership may be dissolved by court order under Section 37 of the Partnership Act where a partner engages in conduct prejudicial to the business, willfully or persistently breaches the partnership agreement, or where circumstances render it just and equitable to dissolve the partnership.
Partnership Law — Fiduciary Duties — Duty to Account and Provide Information
Under Section 10 of the Partnership Act, every partner is bound to render true accounts and provide full information of all matters affecting the partnership to any partner or their legal representatives, reflecting the fiduciary duty partners owe to one another.
Partnership Law — Dissolution — Fraudulent Duplication and Unauthorized Transactions
Creating a separate partnership deed to reconstitute a partnership and exclude existing partners, while simultaneously managing the original partnership's affairs and making unauthorized requisitions and loans, constitutes conduct calculated to prejudice the business and renders it impracticable to continue the partnership.
Evidence — Unchallenged Affidavit Evidence — Effect of Non-Rebuttal
Where affidavit evidence is not rebutted by a party who has been duly served, the evidence is deemed admitted.
Partnership Law — Dissolution — Effect and Subsequent Winding Up
Dissolution of a partnership does not extinguish the rights and obligations of the partners but triggers the process of winding up the firm's affairs, settlement of accounts, realization of assets, and distribution of net assets among partners according to their respective entitlements.

Legislation cited (6)

  • Partnership Act No. 2 of 2010 s.2(1)
  • Partnership Act No. 2 of 2010 s.10
  • Partnership Act No. 2 of 2010 s.37(c)
  • Partnership Act No. 2 of 2010 s.37(d)
  • Partnership Act No. 2 of 2010 s.37(f)
  • Civil Procedure Rules Order 52 Rule 1

Cases cited (1)

  • Samwiri Massa v Rose Achen [1978] HCB 297

Full judgment

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I Kawenyera David and Another v Kagwa Robert 2025 UGHC 1587 (4 September 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.