Wakilii

Lift Up Jesus Global Ministries v Asociatia Misiunea and Others (Civil Suit No. 15 of 2019)

High Court · [2025] UGHC 1434 · 2025 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit concerning removal of plaintiff's representatives from membership of the 7th defendant company
Decision
Suit dismissed with no order as to costs

Observed later treatment

Cited — treatment unverified cited in 5 (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 5 times with no adverse treatment recorded; not yet tested on the merits. Citations rising — 5 citing cases on record, 5 in the most recent three data years. 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 plaintiff's suit challenging its removal from membership of the 7th defendant company. The court held that the plaintiff was a member of the 7th defendant under its Articles of Association, and therefore had locus and a cause of action. However, the removal was conducted in accordance with the company's constitution at a properly convened meeting where both members were represented. The court found no grounds to impeach the removal on grounds of illegality, procedural impropriety, or denial of natural justice, as the meeting had quorum and followed the company's procedures.

Outcome

Suit dismissed with no order as to costs

Facts

The plaintiff, a Ugandan NGO, partnered with the 1st defendant, a Romanian organisation, to establish the 7th defendant company (Hope for Uganda Ministries Ltd) to implement projects for the Batwa minority group in Kisoro district. The plaintiff and 1st defendant were the two members of the 7th defendant, with the plaintiff holding 4 seats and the 1st defendant holding 5 seats on the 9-member Executive Board. After the relationship soured, a meeting of the 7th defendant was held on 18 May 2019 at which the 1st defendant's representatives voted to remove the plaintiff's four board representatives from membership. The plaintiff challenged this removal as illegal and in breach of the 7th defendant's constitution, seeking reinstatement and a permanent injunction.

Issues

  1. Whether the plaintiff has locus to institute the suit
  2. Whether the plaintiff has a cause of action against the defendants
  3. Whether the plaintiff was properly removed as a member of the 7th defendant
  4. What remedies are available to the parties

Orders

  • Suit dismissed.
  • Each party to bear its own costs.

Rules and key headnotes

Company Law — Membership — Determination of Members — Companies Limited by Guarantee
The subscribers to the memorandum of a company and persons whose names are entered in the register of members are members of the company under Section 45 of the Companies Act. Where the Articles of Association list specific entities as members, those entities are members regardless of whether they subscribed to the memorandum.
Company Law — Locus Standi — Member's Right to Sue
A member of a company has locus standi to institute proceedings challenging actions that affect its membership rights, notwithstanding that it was not a subscriber to the memorandum of association.
Company Law — Corporate Representatives — Voting Rights
Where a corporation is a member of another company, it may by resolution of its directors or governing body authorise representatives to act at meetings under Section 142 of the Companies Act. Representatives duly authorised by corporate members may exercise voting rights on behalf of those members.
Company Law — Removal of Members — Judicial Review of Internal Decisions
Courts will refrain from inquiring into the internal affairs of a company and will only review decisions on grounds of illegality, procedural impropriety, or denial of natural justice. Where a member is removed at a properly convened meeting in accordance with the company's articles of association, and both members were represented and had opportunity to be heard, the court will not impeach the removal.
Company Law — Minority Oppression — Remedies in Non-Share Companies
Remedies for oppressed minorities in companies limited by guarantee are limited under the Companies Act. A former member whose membership has been validly revoked in accordance with the articles of association has no express remedy under the articles or the Companies Act for reinstatement, though equitable remedies such as an account may be available if properly pleaded.

Legislation cited (12)

Cases cited (3)

  • Foss v Harbottle (1843) 2 Hare 461
  • Christopher Sales & Another v Attorney General (Civil Suit No. 91 of 2011)
  • Auto Garage v Motokov [1971] EA 515

Cases citing this judgment (5)

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.

Lift Up Jesus Global Ministries v Asociatia Misiunea and Others (Civil Suit No. 15 of 2019) [2025] UGHC 1434 (30 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.