Wakilii

Life Medical and Rescue International Ltd v Nu World Proprietary Limited (Miscellaneous Application No. 723 of 2025)

High Court · [2025] UGCOMMC 220 · 2025 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to dismiss civil suit for want of jurisdiction arising from a commercial dispute governed by a Memorandum of Agreement executed in South Africa
Decision
Application to dismiss the main suit for want of jurisdiction dismissed; main suit to proceed before the High Court Commercial Division

Observed later treatment

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Holding

The High Court held that a governing law clause specifying South African law does not oust the jurisdiction of the Ugandan High Court unless the parties unequivocally submit to the exclusive jurisdiction of a foreign court. A governing law clause determines substantive law for interpreting the agreement, while a jurisdiction clause determines where disputes must be resolved. These are separate and distinguishable concepts. The application to dismiss for want of jurisdiction was dismissed.

Outcome

Application to dismiss the main suit for want of jurisdiction dismissed; main suit to proceed before the High Court Commercial Division

Facts

The parties executed a Memorandum of Agreement on 25 May 2023 in Sandton, South Africa, for the sale of assorted medicines to be delivered from Uganda to the Ministry of Health in Botswana. The Agreement contained a clause stating it would be governed by and construed in accordance with the laws of South Africa. A dispute arose and the Respondent instituted Civil Suit No. 1114 of 2024 in the High Court of Uganda. The Applicant sought to dismiss the suit, arguing that the governing law clause ousted the jurisdiction of the Ugandan courts and that the suit should be filed in South Africa. The Respondent opposed, contending that the Applicant carries on business in Uganda, the Agreement was partly performed in Uganda, and the governing law clause did not oust the court's jurisdiction.

Issues

  1. Whether this Court has the jurisdiction to hear and determine Civil Suit No. 1114 of 2024?
  2. What remedies are available to the parties?

Orders

  • Application dismissed.
  • Costs awarded to the Respondent.

Rules and key headnotes

Jurisdiction — Distinction Between Governing Law Clause and Jurisdiction Clause
A governing law clause specifies the substantive law to be applied in interpreting an agreement, while a jurisdiction clause determines the procedural law and the forum where disputes must be resolved. These are separate and distinguishable concepts. A governing law clause alone does not oust the jurisdiction of the High Court unless its wording unequivocally sets out the parties' submission to the exclusive jurisdiction of a foreign court.
Jurisdiction — Unlimited Original Jurisdiction of the High Court
The original jurisdiction of the High Court is unlimited and can only be limited by the Constitution itself. Any instrument purporting to oust the High Court's jurisdiction must do so in clear and uncertain terms. Where parties have not unequivocally submitted to the exclusive jurisdiction of foreign courts, the jurisdiction of the High Court is not ousted.
Choice of Law — Effect of Governing Law Clause on Jurisdiction
The law governing a contract is not a decisive factor in determining whether a particular court has or should exercise jurisdiction to entertain disputes arising out of the contract. What matters most is whether parties unequivocally submitted to the exclusive jurisdiction of a foreign court and whether it is proper and just for the court where the proceedings are brought to entertain the action.
Jurisdiction — Factors for Exercising Discretion in Forum Non Conveniens
Where a jurisdiction clause is present, the court must consider several factors before exercising its discretion, including: where the evidence is situated or more readily available; whether foreign law applies and differs materially from domestic law; the connection of each party to different countries; whether the defendant genuinely desires trial in the foreign country or seeks procedural advantages; and whether the claimant would be prejudiced by having to sue in the foreign court.
Preliminary Objections — Frivolous and Vexatious Applications
A frivolous and vexatious application is one that is paltry, trumpery, not worthy of serious attention, and having no reasonable ground or purpose. An application raising a substantial issue regarding the jurisdiction of the court to hear and determine a matter is not frivolous or vexatious and requires serious attention and determination by the court.

Legislation cited (14)

Cases cited (17)

  • Oriental Insurance Brokers Ltd v Transocean (U) Limited (Supreme Court Civil Appeal No. 55 of 1995)
  • Uganda Telecom Ltd v ZTE Corporation (Supreme Court Civil Appeal No. 3 of 2017)
  • R Vs Ajit Singh S/o Vir Singh [1957] EA 822
  • Icco Cooperation Uganda v Trivision Uganda Ltd (High Court Miscellaneous Application No. 64 of 2018)
  • Huadar Guangdong Chinese Co. Ltd v Damco Logistics Uganda Ltd (High Court Civil Suit No. 4 & 5 of 2012)
  • Beiersdorf East Africa Ltd & Another v Dembe Trading Enterprises Ltd (Miscellaneous Appeal No. 45 of 2022)
  • International Tin Association Limited v Kerilee Investments Limited (High Court Miscellaneous Application No. 368 of 2019)
  • Larco Concrete Products Ltd Vs Transair Ltd [1987] HCB 39
  • Saggu Vs Roadmaster Cycles (U) Ltd [2002] 1 EA 258
  • Desai Vs Warsama [1967] E.A 351
  • Koboko District Local Government v Okujjo Swali (High Court Miscellaneous Application No. 1 of 2016)
  • Transtrac Ltd v Damco Logistics Uganda Limited (High Court Miscellaneous Application No. 394 of 2010)
  • Ozuu Brothers Enterprises v Ayikoru Milka (High Court Civil Revision No. 02 of 2016)
  • Businge Maxim and Another v Sinopec Services (U) Ltd (High Court Civil Suit No. 07 of 2023)
  • Maersk Agency Uganda Limited v Derrick Munywevu & Another (High Court Miscellaneous Application No. 1177 of 2021)
  • CMA CGM Uganda Ltd v M/s H. Ssekatawa International Ltd (High Court Civil Appeal No. 27 of 2013)
  • Uganda Telecom Ltd v Rodrigo Chacon t/a Andes Alpes Trading (High Court Miscellaneous Application No. 37 of 2008)

Full judgment

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

Life Medical and Rescue International Ltd v Nu World Proprietary Limited (Miscellaneous Application No. 723 of 2025) [2025] UGCommC 220 (10 July 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.