Wakilii

Kinyara Sugar Limited and Others v Bikanga Muzamil (Miscellaneous Application No. 383 of 2025)

High Court · [2025] UGCOMMC 442 · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to strike out amended plaint arising from Civil Suit No. 622 of 2024
Decision
Civil Suit No. 622 of 2024 dismissed with costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court struck out the respondent's amended plaint for failure to disclose a cause of action. The respondent, who was not a party to share sale agreements between the Government and a private company, lacked standing to enforce contractual terms requiring a public share offering. His claim disguised as a human rights enforcement action under Article 50 was impermissible because shares constitute property in personam, not in rem. The doctrine of legitimate expectation cannot transform a private commercial contract dispute into a public law claim. The respondent also failed to obtain a representative order as required for suing on behalf of others. Finally, the claim was time-barred, having been filed nearly two years after the six-year limitation period expired.

Outcome

Civil Suit No. 622 of 2024 dismissed with costs

Facts

The respondent filed Civil Suit No. 622 of 2024 claiming entitlement to participate in an Initial Public Offering for 19% shares in Kinyara Sugar Limited, alleging the shares were fraudulently transferred to Rai Holdings Limited. The claim was based on Share Sale and Purchase Agreements executed in 2006 and 2011 between the Government of Uganda and Rai Holdings Limited, which provided that residual shares would be offered to the public within specified timeframes. The respondent, not a party to these agreements, sued on his own behalf and purportedly on behalf of all Ugandans, alleging breach of legitimate expectation and constitutional rights. The applicants moved to strike out the plaint, arguing the respondent lacked privity to the contracts, failed to obtain a representative order, improperly framed the claim as a human rights action, and filed beyond the limitation period.

Issues

  1. Whether the preliminary objections/issues raised in the present application can be determined without hearing the evidence of both parties?
  2. Whether the Respondent has a cause of action in law in relation to the claim set out in the amended plaint?
  3. Whether the Respondent's cause of action premised on infringement of fundamental rights and freedoms is legally tenable?
  4. Whether the Respondent required a representative order prior to instituting Civil Suit No. 622 of 2024?
  5. Whether the Respondent has a cause of action against the Applicants since he is not privy to the Second Amendment Agreement relating to the Share Sale and Purchase Agreement and the earlier 2006 Share Sale and Purchase Agreement?
  6. Whether the Respondent's legitimate expectation cause of action is legally tenable?
  7. Whether the claim set out in the amended plaint is barred by the law on limitation?

Orders

  • The application is allowed.
  • The amended plaint in Civil Suit No. 622 of 2024 is struck out for failure to disclose a cause of action against the Applicants, for failure to obtain a representative order, and for being time-barred.
  • Civil Suit No. 622 of 2024 is dismissed with costs.
  • Costs of this application are awarded to the Applicants.

Rules and key headnotes

Striking Out Pleadings — Preliminary Objections — Determination Without Evidence
Preliminary objections that raise pure points of law which can be determined on the face of the pleadings and annexures alone, without requiring the evaluation of evidence or hearing of witnesses, may be disposed of before the merits of the case are heard.
Human Rights Enforcement — Article 50 — Shares as Property in Personam
Shares constitute property in personam, being interests protected solely against specific individuals, and do not fall within the scope of Article 26 of the Constitution which protects proprietary rights in rem. A claim seeking enforcement of rights in shares cannot be brought as a human rights enforcement action under Article 50 of the Constitution.
Representative Suits — Order 1 Rule 8 — Requirement for Court Permission
Where a person seeks to sue on behalf of numerous other persons having the same interest, that person must first obtain permission from the court under Order 1 rule 8 of the Civil Procedure Rules. A suit purporting to be brought on behalf of others without such permission is barred in law for lack of locus standi.
Privity of Contract — Third Party Rights — Section 64 Contracts Act
A third party may enforce a term of a contract under Section 64 of the Contracts Act only where the contract expressly provides that the third party may do so, or where a term confers a benefit on the third party and the parties intended the term to be enforceable by that third party. Where the contract contains provisions indicating the parties did not intend third party enforcement, a non-party has no locus standi to sue on the contract.
Legitimate Expectation — Private Commercial Contracts — Inapplicability
The doctrine of legitimate expectation is a public law remedy available to ensure government fulfills promises or representations made to citizens. It cannot be invoked to transform a claim arising from a private commercial contract into a public law claim, even where a public body is a party to the contract. Where the relationship between parties is governed by the terms of a private commercial contract, the claim remains in the realm of private law.
Limitation — Breach of Contract — Commencement of Limitation Period
Under Section 3(1)(a) of the Limitation Act, actions founded on contract must be brought within six years from the date on which the cause of action arose. Where a contract specifies a date for performance of an obligation, the limitation period begins to run from that date, and a suit filed after the expiration of six years is time-barred.
Cause of Action — Rejection of Plaint — Order 7 Rule 11
A plaint shall be rejected under Order 7 rule 11 of the Civil Procedure Rules where it does not disclose a cause of action or where the suit appears from the statement in the plaint to be barred by law. In determining whether a cause of action exists, the court must consider solely the plaint and its annexures, and no other evidence.

Legislation cited (18)

Cases cited (16)

  • Uganda Telecom Ltd v ZTE Corporation (Supreme Court Civil Appeal No. 3 of 2017)
  • Mukisa Biscuits Manufacturing Co. Limited Vs West End Distributors Limited [1969] EA 696
  • Ainomugisho Winifred and Others v Fatuma Dusto Nalumansi and Others (High Court Miscellaneous Application No. 2084 of 2016)
  • Hassan Bassajjabalaba and Others v Legal Brain (Supreme Court Constitutional Appeal No. 04 of 2020)
  • Aboneka Micheal and Another v Attorney General (High Court Miscellaneous Application No. 367 of 2018)
  • Ogago Brian Abangi v Uganda Communications Commission (High Court Miscellaneous Application No. 267 of 2013)
  • Andrew Oluka v Petroleum Authority of Uganda and Others (High Court Miscellaneous Cause No. 252 of 2021)
  • Omunuk James v Attorney General (Civil Suit No. 108 of 2011)
  • Mugisha Enos and Others v Kyotera District Land Board (High Court Miscellaneous Application No. 01 of 2021)
  • Tororo Cement Co. Ltd v Frokina International Ltd (Supreme Court Civil Appeal No. 2 of 2001)
  • Kapeka Coffee Works Ltd v NPART (Court of Appeal Civil Appeal No. 3 of 2000)
  • Lubwama Fred v Attorney General (Court of Appeal Civil Appeal No. 114 of 2018)
  • Nitro Chemicals (U) Ltd v The Attorney General (Miscellaneous Cause No. 71 of 2018)
  • Council of Civil Service Unions Vs Minister for the Civil Service [1985] AC 374
  • Dudley Muslim Association Vs Dudley Metropolitan Council [2015] EWCA Civ 1123
  • Patrick Lyamulemye v Stephen Kwiringira and 3 Others (Civil Suit No. 118 of 2019)

Full judgment

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Kinyara Sugar Limited and Others v Bikanga Muzamil (Miscellaneous Application No. 383 of 2025) [2025] UGCommC 442 (2 December 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.