Wakilii

Kellen Karemera v FBW Uganda Ltd (HCT-01-LD-CS-0027-2024)

High Court · [2026] UGHC 504 · 2026 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of land sale agreement and refund of purchase price
Decision
Judgment entered in favour of the plaintiff with refund of purchase price, interest, general damages, and costs

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

The High Court held that the defendant breached the land sale agreement by failing to deliver vacant possession of at least 60% of the land within the stipulated timeframe, despite undertaking to use best endeavours. The plaintiff was entitled to a refund of the part-payment of UGX 626,000,000 with interest at 15% per annum from the date of the agreement, not the contractually stipulated 15% per month which the court found harsh and unconscionable. The plaintiff was also awarded general damages of UGX 100,000,000 for prolonged deprivation and loss of opportunity.

Outcome

Judgment entered in favour of the plaintiff with refund of purchase price, interest, general damages, and costs

Facts

In December 2018, the plaintiff entered into a land sale agreement with the defendant for approximately 633.13 hectares of land in Kabarole District for UGX 3,130,000,000. The plaintiff paid a 20% deposit of UGX 626,000,000 upon execution. The agreement required the defendant to deliver vacant possession within six months, or at minimum 60% of the land. The land was subject to occupation by 117 individuals as confirmed by a 2013 High Court judgment. The defendant engaged a clearing agent and held meetings with occupants and government officials, but these efforts were frustrated by hostility from occupants, political interference, and the Covid-19 pandemic. Over five years later, no portion of the land had been delivered to the plaintiff. The plaintiff demanded a refund in September 2022, which the defendant refused. The plaintiff sued for breach of contract, refund of the deposit with contractual interest at 15% per month, and general damages.

Issues

  1. Whether either party is in breach of their respective obligations under the Land Sale Agreement dated 10th December 2018.
  2. Whether the Plaintiff is entitled to a refund of the part-payment of Ug. Shs 626,000,000/= and the claimed contractual interest of 15% per month.
  3. What remedies are available to the parties?

Orders

  • Declaration issued that the Defendant's failure to deliver vacant and physical possession of the suit land amounts to a breach of the Land Sale Agreement dated 10th December 2018.
  • Plaintiff's claim for a declaration that the Defendant's alleged acts amount to fraud dismissed for lack of strict proof.
  • Defendant shall refund to the Plaintiff the sum of UGX 626,000,000 being the part-payment made under the agreement.
  • Plaintiff awarded interest on the refund at the rate of 15% per annum from 10th December 2018 until payment in full.
  • Plaintiff awarded general damages in the sum of UGX 100,000,000.
  • Plaintiff awarded the costs of the suit.

Rules and key headnotes

Best Endeavours Clauses — Standard of Performance Required
A contractual obligation to use 'best endeavours' requires a party to take all reasonable steps within its power to achieve the contractual objective, leaving no stone unturned, though it does not amount to an absolute guarantee of success. The obligor must act diligently, persistently, and proactively, and cannot adopt a passive or minimal approach.
Breach of Contract — Failure to Deliver Vacant Possession
Where a vendor undertakes to deliver vacant possession of land within a specified timeframe or, failing that, to deliver at least a minimum percentage of the land, complete failure to deliver any portion constitutes a fundamental breach of contract, regardless of external impediments, unless the contract expressly suspends performance on those grounds.
Contractual Step-In Rights — Optional Not Mandatory
A contractual provision granting a purchaser liberty to 'step in' and perform the vendor's obligations is an optional right, not a mandatory duty. Such a clause cannot be used to shift the primary burden of performance from the vendor to the purchaser, and the purchaser's failure to exercise the option does not constitute breach where the vendor has failed to perform its primary obligations.
Contractual Interpretation — Salvage Provisions and Partial Performance
A contractual provision allowing a purchaser to forego uncleared portions of land and retain cleared portions on a pro rata basis is a salvage or severability provision that only operates where partial performance has already occurred. It cannot be invoked by a vendor who has failed to deliver any portion of the land, as the precondition for its operation remains unfulfilled.
Refund of Consideration — Failure of Consideration
Where a purchaser pays consideration under a land sale agreement but the vendor fails to deliver vacant possession for any cause or reason, the consideration has failed and the purchaser is entitled to a refund, particularly where the contract contains an express indemnity clause triggered by the vendor's inability to deliver possession.
Contractual Interest — Unconscionable Rates
A contractual interest rate of 15% per month (180% per annum) is harsh and unconscionable within the meaning of Section 26(1) of the Civil Procedure Act and ought not to be enforced by the courts. The court retains discretion to substitute a just rate that is compensatory rather than punitive, reflecting prevailing commercial realities and achieving fairness between the parties.
General Damages for Breach — Prolonged Deprivation
General damages may be awarded in a breach of contract claim where the breach causes prolonged deprivation of the subject matter, loss of opportunity, and inconvenience, provided the award does not result in double compensation where the plaintiff is already receiving restitution of the purchase price and interest.

Legislation cited (9)

Cases cited (30)

  • Greenboat Entertainment Ltd v City Council of Kampala (High Court Civil Suit No. 580 of 2003)
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Cargo World Logistics Ltd v Royale Group Africa Ltd (High Court Civil Suit No. 157 of 2013)
  • Ronald Kasibante v Shell (U) Limited (2008) HCB 162
  • Fredrick J. K. Zaabwe v Orient Bank Ltd & 5 Others (Supreme Court Civil Appeal No. 4 of 2006)
  • Nassimu Moses & Another v Mugambe Sam (High Court Civil Suit No. 68 of 2023)
  • Cloth Link (U) Ltd v Africa Traders Investments Fund Ltd & Another (High Court Civil Suit No. 234 of 2010)
  • Kensheka v Uganda Development Bank (High Court Civil Suit No. 469 of 2011)
  • Forest Paper Packaging Limited v Blue Wave Beverages Limited (High Court Civil Suit No. 1133 of 2024)
  • Premchandra Shenoi & Another v Maximou Oleg Petrovich (Supreme Court Civil Appeal No. 9 of 2003)
  • Nasif Mujib & Another v Attorney General (High Court Civil Suit No. 160 of 2014)
  • Liao Ning Middle East & Another v Katon Manufacturers Ltd (High Court Miscellaneous Application No. 432 of 2010)
  • Harry Ssempa v Kambagambire David (High Court Civil Suit No. 408 of 2014)
  • Nakana Trading Co. Limited v Coffee Marketing Board (High Court Civil Suit No. 137 of 1991)
  • IBM United Kingdom Ltd v Rockware Glass Ltd [1980] FSR 335
  • Odoch Jenasio v Okot Caesar & 3 Others (High Court Civil Appeal No. 8 of 2018)
  • Sheffield District Railway Co v Great Central Railway Co [1911] 27 TLR 451
  • Midland Land Reclamation Ltd & Another v Warren Energy Ltd [1997] CILL 1222
  • Jet2.com Ltd v Blackpool Airport Ltd [2012] EWCA Civ 417
  • UBH (Mechanical Services) Ltd v Standard Life Assurance Co [1986] TLR 13 November
  • CPC Group Ltd v Qatari Diar Real Estate Investment Company [2010] EWHC 1535 (Ch)
  • Ampurius Nu Homes Holdings Ltd v Telford Homes (Creekside) Ltd [2012] EWHC 1820 (Ch)
  • Little v Courage Ltd [1995] CLC 164
  • Kampala Bottlers Ltd v Damanico (U) Ltd (Supreme Court Civil Appeal No. 22 of 1992)
  • Sebasif Group Enterprises Limited v DFCU Bank Limited (Supreme Court Civil Appeal No. 28 of 2021)
  • A Tampalin Steamship Co. Ltd v Anglo-Mexican Petroleum Products Co. Ltd [1916] 2 AC 397
  • Trollope & Colls Ltd v North West Metropolitan Regional Hospital Board [1973] 2 All ER 260
  • Dr. Maj. Rtd Anthony Jallon Okullo v Attorney General (Civil Appeal No. 3 of 2020)
  • Hadley v Baxendale (1854) 9 Exch 341
  • Kampala District Land Board & Another v Venansio Babweyaka & Others (Supreme Court Civil Appeal No. 2 of 2007)

Full judgment

↓ Download PDF

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

Kellen Karemera v FBW Uganda Ltd (HCT-01-LD-CS-0027-2024) [2026] UGHC 504 (20 May 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.