Wakilii

In The Matter Of Company Cause By Musis Grivas (Company Cause 243 of 2023)

High Court · [2024] UGHCCD 106 · 2024 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by member of a company to convene meetings virtually and with shortened notice
Decision
Application dismissed with no order as to costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Application dismissed where applicant sought court orders to convene company meetings virtually with shortened notice and reduced quorum. Court held that pending litigation between the surviving company members concerning authority to bind the company made it practically impossible for the members to undertake meaningful deliberations. Court found that matters sought to be resolved should form part of the pending suit.

Outcome

Application dismissed with no order as to costs

Facts

Musisi Grivas, one of two surviving members of Abundant Life Faith Church of Uganda (a company limited by guarantee), applied to court for orders to convene an Extra Ordinary General Meeting and Annual General Meeting of the company. The company was incorporated with four subscribers, two of whom had since died. The applicant resided in Uganda while the other surviving member, Thomas Collier, lived in Sierra Leone. Applicant sought permission to hold virtual meetings with shortened notice and a quorum of two members. Two related matters were pending: Civil Suit No. 197 of 2022 in which Collier and others sued the applicant concerning operations of the company and authority to bind it, and Miscellaneous Cause No. 376 of 2023 (disposed of on 28 June 2024) concerning registration as an NGO. The applicant wished to amend the company's articles and memorandum of association.

Issues

  1. Whether the application raised sufficient grounds for grant of an order to conduct an Extra Ordinary General Meeting and Annual General Meeting of the Company?

Orders

  • Application dismissed.
  • No order as to costs.

Rules and key headnotes

Company Meetings — Power of Court to Order Meetings — Impracticability
Section 142 of the Companies Act 2012 empowers the court to order a company meeting to be held in a manner deemed fit where it is impracticable to convene the meeting in the manner prescribed by the company articles or by law, but the court will decline to exercise this power where pending litigation between members raises questions as to authority to bind the company and makes meaningful deliberations impossible.
Company Causes — Timing of Applications — Lis Pendens
Where a dispute is pending between company members concerning authority to bind the company, an application to convene company meetings to resolve matters that overlap with the pending dispute should be deferred until the dispute is resolved, and such matters should properly form part of the pending suit.

Legislation cited (5)

Full judgment

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

In The Matter Of Company Cause By Musis Grivas (Company Cause 243 of 2023) [2024] UGHCCD 106 (1 July 2024)
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.