Wakilii

Kakooza Hussein and Another v New Park Lockup Owners Association and Others (Civil Suit No. 492 of 2017)

High Court · [2026] UGCOMMC 314 · 2026 Judgment for Plaintiffs AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract and fiduciary duty arising from allocation of lock-up shops in a redevelopment project
Decision
Judgment entered for the plaintiffs against the defendants jointly and severally; specific performance ordered for the 2nd plaintiff; damages in lieu of specific performance and general damages awarded to the 1st plaintiff

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that although the resolution to allocate ground floor shops to pioneer members was conditional on timely payment, the defendants waived the time limit by accepting late payments toward a loan-based financing model. Both plaintiffs satisfied the revised payment obligations and were entitled to ground floor shops. The defendants breached their contractual and fiduciary duties by failing to allocate ground floor shops to the plaintiffs. The second plaintiff was granted specific performance; the first plaintiff was awarded damages in lieu of specific performance. The defendants did not act fraudulently.

Outcome

Judgment entered for the plaintiffs against the defendants jointly and severally; specific performance ordered for the 2nd plaintiff; damages in lieu of specific performance and general damages awarded to the 1st plaintiff

Facts

The plaintiffs were long-term tenants of lock-up shops managed by KCCA around the New Taxi Park in Kampala. In 1995, the 1st plaintiff purchased lock-up shop No. L 081 and the 2nd plaintiff was allocated shop No. L 079. KCCA directed tenants to form an association to obtain a collective lease. The 1st defendant, a company limited by guarantee, was formed and granted a 40-year lease. At a members' meeting on 11 December 2010, it was resolved that pioneer members would retain ground floor shops measuring 10x10 feet provided they paid construction contributions on time. The contribution was initially fixed at UGX 53,000,000 per member. Due to delayed payments, the 1st defendant obtained a loan to finance construction and increased the contribution to UGX 88,500,000. The plaintiffs paid the revised amount over time, with the 2nd plaintiff completing payment on 1 September 2016 and the 1st plaintiff on 31 January 2017. However, the defendants allocated the plaintiffs shops on upper floors measuring 8x10 feet. By a resolution dated 2 February 2016, the 1st defendant decided to convert the title into condominium units and sell them to the general public, contrary to the 2010 resolution. The plaintiffs sued to enforce their rights to ground floor shops.

Issues

  1. Whether the resolution to allocate shops on the ground floor to pioneer members was unconditional.
  2. Whether the plaintiffs are entitled to shops on the ground floor.
  3. Whether the defendants acted fraudulently when they secretly allocated shops on the ground floor to non-pioneer members of the 1st defendant.
  4. What remedies are available to the parties?

Orders

  • The defendants to forthwith hand over to the 2nd plaintiff vacant possession of lock-up shop No. 763 and its corresponding condominium title comprised in Condominium Plan No. KCCA000022.
  • General damages of UGX 283,500,000 awarded to the 2nd plaintiff.
  • Damages of UGX 957,552,000 in lieu of specific performance awarded to the 1st plaintiff.
  • General damages of UGX 15,000,000 awarded to the 1st plaintiff.
  • Interest on the awarded sums at the rate of 8% per annum from the date of judgment until payment in full.
  • Costs of the suit awarded to the plaintiffs.

Rules and key headnotes

Company Law — Members' Resolutions — Binding Effect on Company and Directors
Properly passed resolutions at a members' general meeting are binding on the company and are actionable. If the company or its directors breach resolutions passed at a members' general meeting, depending on whether the breach violated the company's constitution or personal shareholder rights, members have legal grounds to hold the company or its directors accountable.
Company Law — Fiduciary Duties — Directors Receiving Funds for Specified Purpose
Directors receiving funds from members for a specified development project intended to directly benefit the members assume a fiduciary duty to act in the interests of the members, to the exclusion of their own interests and those of third parties without the informed consent of the principal.
Contract Law — Waiver by Conduct — Acceptance of Late Payment
Waiver by conduct generally requires clear and unequivocal actions that demonstrate an intention to relinquish a right, such as the enforcement of time limits for payment. By accepting a late, unconditional payment, a promisee signals to the promisor that strict adherence to that specific deadline is no longer critically required.
Contract Law — Time of the Essence — Reinstatement After Waiver
If the innocent party wishes to enforce strict timelines for future payments or actions under the ongoing contract after waiving a time requirement, they cannot arbitrarily revert to treating time as essential. They must provide a new, reasonable deadline and issue a clear notice expressly stating that time is of the essence and that failure to meet the new deadline will result in termination or default.
Civil Procedure — Declaratory Relief — Distinction from Findings of Fact
Findings of fact or law do not necessarily result in declaratory relief. A declaration is sought by a party to clarify legal rights or obligations, often to resolve uncertainty or prevent future disputes. Factual or legal conclusions constitute findings made by the court during the trial process that build toward the final judgment, not separate binding statements.
Contract Law — Damages in Lieu of Specific Performance — Calculation
Damages in lieu of specific performance are a monetary award granted when an order to compel the completion of a contract is inappropriate or impossible. This remedy substitutes financial compensation for the actual performance of the agreement, protecting the injured party's expectation interest by placing them in the same financial position they would have been in had the contract been fulfilled.

Legislation cited (7)

Cases cited (34)

  • In re Duomatic Limited [1969] 2 Ch 365
  • Foss v Harbottle (1843) 2 Hare 461
  • DFCU Bank Limited v John Magezi (High Court Civil Suit No. 547 of 2017)
  • Meridiana Africa Airlines (U) Ltd v Avmax Spares (EA) Ltd (High Court Civil Suit No. 111 of 2017)
  • Padwick Properties Ltd v Punj Lloyd Ltd [2016] EWHC 502 (Ch)
  • Tele2 International Card Co SA v Post Office Ltd [2009] EWCA Civ 9
  • Ashe v National Westminster Bank plc [2008] 1 WLR 710
  • Shields Limited Partnership v Bradberry (526 S.W.3d 471)
  • Scandinavian Trading Tanker Co AB v Flota Petrolera Ecuatoriana [1983] 2 AC 694
  • Samarenko v Dawn Hill House Ltd [2011] EWCA Civ 1445
  • Hayward v Norwich Union Insurance Ltd [2001] 1 All ER (Comm) 545
  • Alegrow SA v Yayla Agro Gida San Ve Nak AS [2020] EWHC 1845
  • Arklow Investments Ltd v Maclean [2000] 1 WLR 594
  • Bristol & West Building Society v Mothew [1998] Ch 1
  • Murad v Al-Saraj [2004] EWHC 1235
  • Ross River Ltd v Waveley Commercial Ltd [2013] EWCA Civ 910
  • Twinsectra Ltd v Yardley [2002] 2 AC 164
  • Sheridan Millennium Limited and others v Irish Bank Resolution Corporation Limited [2012] NIQB 47
  • Mitchell and another v Sheikh Mohamed Bin Issa Al Jaber [2021] EWHC 912 (Ch)
  • Sebuliba v Cooperative Bank Limited [1987] HCB 130
  • M Kibalya v Kibalya [1994-95] HCB 80
  • The Rio Claro [1987] 2 Lloyd's Rep 173
  • Ward and others v Savill [2021] EWCA Civ 1378
  • Johnson and another v Agnew [1979] 1 All ER 883
  • Storms v Hutchinson [1905] AC 515
  • Kabona Brothers Agencies v Uganda Metal Products & Enamelling Co Ltd [1981-1982] HCB 74
  • Kiwanuka Godfrey T/a Tasumi Auto Spares and Class mart v Arua District Local Government (High Court Civil Suit No. 186 of 2006)
  • Hungerfords v Walker (1989) 171 CLR 125
  • Robert Cuossens v Attorney General (Supreme Court Civil Appeal No. 8 of 1999)
  • James Fredrick Nsubuga v Attorney General (High Court Civil Suit No. 13 of 1993)
  • Erukana Kuwe v Isaac Patrick Matovu and another (High Court Civil Suit No. 177 of 2003)
  • Hadley v Baxendale (1854) 9 Exch 341
  • Charles Acire v M Engola (High Court Civil Suit No. 143 of 1993)
  • Kibimba Rice Ltd v Umar Salim (Supreme Court Civil Appeal No. 17 of 1992)

Full judgment

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Kakooza Hussein and Another v New Park Lockup Owners Association and Others (Civil Suit No. 492 of 2017) [2026] UGCommC 314 (16 June 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.