Wakilii

Kintu Samuel and Anor v Registrar of Companies and 2 Others (Miscellaneous Cause No. 58 of 2021)

High Court · [2021] UGHCCD 75 · 2021 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for extension of time to file judicial review application against Registrar of Companies' quasi-judicial decision
Decision
Application dismissed; 1st respondent struck off with costs

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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 dismissed the application for extension of time to file judicial review proceedings. The court held that the Registrar of Companies, when exercising quasi-judicial functions, enjoys immunity and cannot be sued or joined as a party to proceedings. The court struck off the Registrar with costs. On the merits, the court found that the applicants failed to demonstrate good cause for the inordinate delay of one year and three months, and that the alleged mistake of counsel was unsupported by evidence. The application was dismissed with costs to the respondents.

Outcome

Application dismissed; 1st respondent struck off with costs

Facts

On 20 September 2019, the Assistant Registrar of Companies delivered a ruling in a company dispute concerning alleged illegal alteration of the register of Nsangi High School Ltd, brought by the 2nd and 3rd respondents against the applicants. An order was extracted on 3 October 2019. The applicants claimed they instructed lawyers immediately after the ruling but no steps were taken. On 18 February 2021, one year and three months after the order, the applicants filed this application seeking extension of time to file judicial review proceedings. The applicants alleged they were not given a fair hearing and that the delay was caused by their former lawyers' failure to act. The 2nd and 3rd respondents contended that the applicants had used forged documents, including a purported board resolution dated 6 December 2014, to fraudulently alter the company register, and that the Registrar's ruling properly reinstated the legitimate directors and shareholders.

Issues

  1. Whether the Registrar of Companies, exercising quasi-judicial functions, can be sued or joined as a party to judicial review proceedings.
  2. Whether the applicants have shown good cause for extension of time to file an application for judicial review beyond the three-month statutory period.
  3. Whether the alleged mistake of counsel constitutes sufficient reason to warrant extension of time.

Orders

  • The 1st respondent (Registrar of Companies) is struck off the proceedings with costs.
  • The application for extension of time to file judicial review is dismissed.
  • Costs awarded to the respondents.

Rules and key headnotes

Administrative Law — Quasi-Judicial Bodies — Immunity from Suit — Registrar of Companies
A Registrar of Companies exercising quasi-judicial functions under the Companies Act 2012 and the Companies (Power of Registrar) Regulations 2016 enjoys immunity from civil or criminal suits and cannot be joined as a party to appeal or judicial review proceedings arising from decisions made in the exercise of those functions.
Judicial Review — Extension of Time — Good Cause — Burden of Proof
An application for extension of time to file judicial review beyond the three-month statutory period under Rule 5(1) of the Judicature (Judicial Review) Rules 2009 requires the applicant to demonstrate good cause. The court must carefully scrutinize the evidence and will refuse the application where the applicant is guilty of unexplained and inordinate delay, has not presented a reasonable explanation for the failure to file within time, or where the intended application is not arguable.
Civil Procedure — Extension of Time — Mistake of Counsel — Proof Required
Where an applicant seeks extension of time on grounds of mistake of counsel, the applicant must adduce cogent evidence proving that instructions were given and that counsel failed to act. Mere assertion of instructions without supporting evidence such as proof of payment of fees or notice of instruction is insufficient to establish mistake of counsel as good cause for delay.
Civil Procedure — Laches and Delay — Finality of Litigation
Courts will not entertain stale claims brought by persons who have slept on their rights. Inordinate delay in making an application for judicial review is a good ground for refusing to exercise the court's discretionary jurisdiction, as there must be finality to litigation and it is undesirable to allow stale claims to be canvassed.

Legislation cited (8)

Cases cited (15)

  • Byamukama Edson v Makerere University [2008] UGHC 36
  • Wasswa Primo v Molders Ltd (Miscellaneous Application No. 999 of 2014)
  • Mathias Konde v Byarugaba Moses and Grace Nampijja (High Court Civil Suit No. 66 of 2007)
  • Makula International v H.E Cardinal Nsubuga and Another [1982] HCB 11
  • Money Lenders Association of Uganda and MK Financiers v Uganda Registration Services Bureau (Company Cause No. 11 of 2019)
  • Steve O'riodan v. An Board Pleanala No. 806
  • Ojara v Okwera (Miscellaneous Application No. 23 of 2017)
  • Tight Security Ltd v Chartis Uganda Insurance Company Ltd and Another (High Court Miscellaneous Application No. 8 of 2014)
  • Roussos v Gulam Hussein Habib Virani and Nasmudin Habib Virani (Supreme Court Civil Appeal No. 9 of 1993)
  • Andrew Bamanya v Shamsherali Zaver (Court of Appeal Civil Application No. 70 of 2001)
  • Sango Bay Estates Ltd v Dresdner Bank [1971] EA 17
  • G M Combined (U) Ltd v A K Detergents (U) Ltd (Supreme Court Civil Appeal No. 34 of 1995)
  • Rossette Kizito v Administrator General and Others (Supreme Court Civil Application No. 9 of 1986)
  • Shanti v Hindocha and Others [1973] EA 207
  • Okodoi and Another v Okello (High Court Miscellaneous Application No. 143 of 2016)

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Kintu Samuel and Anor v Registrar of Companies and 2 Others (Miscellaneous Cause No. 58 of 2021) [2021] UGHCCD 75 (30 June 2021)
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.