Wakilii

Lexington Properties Limited v Alliance Media Uganda Limited [2025] UGCOMMC 3

High Court · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract seeking arrears of rent under a license agreement
Decision
Judgment entered for plaintiff with recovery of arrears, interest, 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 court held that the defendant's letter of 30 March 2020 requesting suspension of billing did not constitute effective termination of the license agreement. The contract was not frustrated by Covid-19 restrictions because the mall remained open, the advertising space remained available, and the defendant's advertisements continued to run. Reduced profitability or decreased foot traffic did not render the contract radically different or virtually worthless. The defendant remained liable for arrears of US $ 17,343.51. A monthly periodic tenancy arose when the defendant's advertising material remained in place beyond the contract expiry date with the plaintiff's implied consent.

Outcome

Judgment entered for plaintiff with recovery of arrears, interest, and costs

Facts

The plaintiff licensed advertising space at Acacia Mall to the defendant for the period 15 February 2020 to 31 December 2020 for quarterly license fees and monthly rent. On 18 March 2020 a nationwide Covid-19 lockdown was imposed. The defendant paid only one partial instalment and on 30 March 2020 wrote requesting suspension of billing until business recovered. The plaintiff rejected the request. The defendant's advertising material remained in place until 17 February 2021. At expiry of the contract on 31 December 2020 the defendant owed US $ 14,498.87 in arrears. An additional US $ 2,844.64 accrued for the holding over period.

Issues

  1. Whether there was effective termination of the license agreement between the parties.
  2. Whether the agreement between the parties was frustrated by the occurrence of the Covid-19 global pandemic.
  3. Whether the defendant is indebted to the plaintiff, and if so in what sum.
  4. What remedies are available to the parties.

Orders

  • Judgment entered for the plaintiff against the defendant.
  • Defendant to pay arrears of rent in the sum of US $ 17,343.51.
  • Interest on the award at the rate of 6% per annum from 17th February 2021 until payment in full.
  • Costs of the suit awarded to the plaintiff.

Rules and key headnotes

Contract Law — Termination of Contract — Notice Requirements
A notice of termination of a contract must clearly or explicitly state the decision to terminate the contract and the grounds for termination. A communication expressing inability to pay or requesting suspension of billing does not constitute effective termination under a contract clause requiring one month's written notice.
Contract Law — Frustration of Contract — Test for Frustration
For frustration of a contract to be established, there must supervene an event without default of either party which so significantly changes the nature of the outstanding contractual rights and obligations from what the parties could reasonably have contemplated that it would be unjust to hold them to the literal sense of the contract's stipulations. The event must make performance radically different, not merely more expensive or onerous.
Contract Law — Frustration of Purpose — Reduced Profitability Insufficient
Frustration of purpose requires that the frustrated party's purpose be known to and shared by the other party such that it becomes at least partially the other party's own purpose. A downturn in business or reduced profitability caused by supervening circumstances does not constitute frustration unless the business endeavour becomes virtually worthless or meaningless, not merely less profitable.
Contract Law — Frustration — Covid-19 Restrictions and Commercial Licenses
Covid-19 restrictions that reduce but do not eliminate the performance or utility of a contract do not constitute frustration. Where a license for advertising space remained available and advertisements continued to run despite reduced foot traffic due to lockdown measures, the contract was not frustrated. Fluctuations in the size of the target audience for advertising must be contemplated as an inherent risk in such commercial arrangements.
Landlord and Tenant — Holding Over — Creation of Periodic Tenancy
Where a tenant remains in possession of rented premises after expiry of a fixed-term tenancy with the implied or express consent of the landlord, a monthly periodic tenancy arises on the same terms as the expired agreement except for the end date. The tenant is liable for rent during the holding over period. The period of the tenancy is determined by reference to when rent is paid.
Contract Law — Damages — Interest on Foreign Currency Debt
Where contracting parties have agreed on a foreign currency as the currency of account and payment, judgment should be given for damages in that currency to avoid one party suffering unfairly by exchange rate fluctuations. Interest on foreign currency debt should be awarded at a rate that fairly represents the loss of use of that currency, typically the unsecured borrowing rate in the relevant currency.

Legislation cited (6)

Cases cited (36)

  • Revolutionary Ads and Design Limited v Board of Trustees Nakivubo Stadium (Court of Appeal Civil Appeal No. 131 of 2013)
  • Krell v. Henry [1903] 2 KB 740
  • Taylor v. Caldwell [1861-1873] All ER Rep 24
  • National Carriers Ltd v. Panalpina (Northern) Ltd [1981] AC 675
  • Media Roadside Pty Ltd v. Diamond Wheels Pty Ltd (2011) 32 VR 255
  • The Sea Angel [2007] 2 Lloyd's Rep 517
  • Richardson v. Langridge (1811) 4 Taunt 128
  • Ladies Hosiery & Underwear Ltd v. Parker [1930] 1 Ch. 304
  • Javad v. Aqil [1991] 1 WLR 1007
  • London Baggage Co Ltd v. Railtrack Plc [2000] L & TR 439
  • Adler v. Blackman [1953] 1 KB 146
  • The Rio Claro [1987] 2 Lloyd's Rep 173
  • Borham-Carter v. Hyde Park Hotel [1948] 64 TLR
  • Masaka Municipal Council v. Semogerere [1998-2000] HCB 23
  • Musoke David v. Departed Asians Property Custodian Board [1990-1994] E.A. 219
  • Kyambadde v. Mpigi District Administration [1983] HCB 44
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (Supreme Court Civil Appeal No. 7 of 1995)
  • Gapco (U) Ltd v AS Transporters (U) Ltd (Court of Appeal Civil Appeal No. 18 of 2004)
  • Federal Commerce and Navigation Co. Ltd. v. Tradax Export SA [1977] 2 All E.R. 41
  • Mohanlal Kakubhai Radia v Warid Telecom Ltd (High Court Civil Suit No. 234 of 2011)
  • Kinyera v Management Committee of Laroo Boarding Primary School (High Court Civil Suit No. 099 of 2013)
  • Carmichael v. Caledonian Railway Co. (1870) 8 M (HL) 119
  • Riches v. Westminster Bank Ltd [1947] 1 All ER 469
  • Dodika Limited & Others v. United Luck Group Holdings Limited [2020] EWHC 2101 (Comm)
  • 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 (1894) 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)
  • Harriet Arinaitwe v Africana Clays Ltd (High Court Civil Suit No. 376 of 2013)
  • Spring Freight Logistics Limited v Amoo Holding International Limited and others (High Court Civil Suit No. 556 of 2019)

Full judgment

↓ Download PDF

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

Lexington Properties Limited v Alliance Media Uganda Limited 2025 UGCommC 3 (22 January 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.