Wakilii

M.Investments Inc and Others v Emy Management, Finances & Investment Ltd and Others (Civil Suit 7 of 2023)

High Court · [2025] UGHC 1516 · 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 share transfer agreement and specific performance
Decision
Judgment entered for the plaintiffs against the 1st to 4th defendants with orders for specific performance, monetary awards, interest, and costs. Suit withdrawn against the 5th defendant.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that a valid share transfer agreement existed between the parties dated 15 November 2021. The defendants breached the agreement by failing to pay the outstanding balance of USD 180,000 for the purchase of a fish feed factory and by failing to deliver 31 fish nets despite receiving full payment of USD 35,000. The court granted specific performance compelling the defendants to pay the outstanding amounts or deliver the fish nets, awarded general damages of UGX 100,000,000, and granted interest at 17% per annum on monetary awards from the date of breach until full payment.

Outcome

Judgment entered for the plaintiffs against the 1st to 4th defendants with orders for specific performance, monetary awards, interest, and costs. Suit withdrawn against the 5th defendant.

Facts

On 15 November 2021, the plaintiffs and defendants entered into a share transfer agreement whereby the plaintiffs transferred 40 ordinary shares in Agro Development Africa Limited (the 5th defendant) to the 1st-4th defendants. The agreement provided that a fish feed factory valued at USD 400,000 would remain joint property, with either party having the option to purchase it for USD 200,000 within 90 days of notice. The agreement also required the parties to share 63 fish nets equally (31 to plaintiffs, 32 to defendants) after the plaintiffs paid USD 35,000 in three instalments. On 22 March 2022, the 2nd defendant exercised the option to purchase the factory but paid only USD 20,000, leaving a balance of USD 180,000 unpaid. The plaintiffs paid the full USD 35,000 for the fish nets by 24 March 2022, but the defendants failed to deliver the 31 nets. Despite numerous reminders and a formal demand notice, the defendants failed to perform their obligations. The 1st-4th defendants did not appear to defend the suit.

Issues

  1. Whether there was a valid agreement of transfer of shares between the plaintiffs and the 1st to the 4th defendants?
  2. Whether the 1st to the 4th defendants are in breach of the said agreement.
  3. What remedies are available to the parties?

Orders

  • An order for specific performance compelling the defendants to deliver 31 fish nets to the plaintiffs or pay USD 35,000 being the value of fish nets paid by the plaintiffs.
  • An order for specific performance compelling the defendants to pay USD 180,000 being the outstanding balance for the purchase of the fish feed factory comprised in Kyaggwe Block 364 Plot 522 land at Wakabuzi, Buikwe District.
  • Alternatively, in the event that the 1st-4th defendants cannot carry out specific performance, they are directed to pay the plaintiffs the current market value of the fish factory in question.
  • General damages of UGX 100,000,000.
  • Interest on the monetary awards at a commercial rate of 17% per annum from the date of breach of the agreement until payment in full.
  • Interest on general damages at court rate from the time of judgment until payment in full.
  • Costs of the suit awarded to the plaintiffs.

Rules and key headnotes

Contract Formation — Essential Elements — Valid and Enforceable Agreement
A valid contract requires free consent of parties with capacity to contract, lawful consideration, lawful object, and intention to be legally bound. Where parties execute a written share transfer agreement and pass a resolution confirming it, and the agreement concerns lawful subject matter with clear consideration, a valid and enforceable contract exists between the parties.
Breach of Contract — Failure to Perform Contractual Obligations
A party breaches a contract when it fails to perform or offer to perform its promises under the contract. Where a party exercises an option to purchase property under a share transfer agreement but pays only a partial sum and fails to pay the balance within the stipulated time, and separately fails to deliver goods for which full payment has been received, that party is in breach of the contractual obligations.
Remedies — Specific Performance — When Available
Specific performance is an appropriate remedy where a valid and enforceable contract exists, monetary compensation is inadequate, and the party seeking the remedy has performed or is willing to perform their obligations. The court may order specific performance compelling a party in breach to pay outstanding purchase money or deliver goods paid for under the contract.
Damages — General Damages — Assessment for Breach of Contract
General damages for breach of contract are awarded at the discretion of the court to compensate the injured party for inconvenience and loss suffered as a result of the breach. The court considers the value of the subject matter, the economic inconvenience suffered, and the nature and extent of the breach in assessing quantum. Where a party has been deprived of the use of money for investment purposes due to the other party's breach, general damages are recoverable.
Interest — Commercial Rate — Breach of Contract
Interest on monetary awards for breach of contract may be awarded at a commercial rate from the date of breach until full payment to cushion the awarded amount against inflation and currency depreciation. A rate of 17% per annum may be considered just and fair in commercial disputes.

Legislation cited (17)

Cases cited (29)

  • Dr. Vincent Karuhanga t/a Friends Polyclinic v National Insurance Corporation and Uganda Revenue Authority (HCCS No. 617 of 2002)
  • Takiya Kaswahili and Another v Kajungu Denis (CACA No. 85 of 2011)
  • Miller v Minister of Pension [1947] All E R 373
  • Sebuliba v Co-Operative Bank (1982) HCB 129
  • Green Boat Entertainment Ltd v City Council of Kampala (HCCS No. 580 of 2003)
  • Bristol Cardiff and Swansea Aerated Bread Co. Ltd vs Maggs (11890) 44 Ch. Div. 616
  • William Kasozi v Dfcu Bank Ltd (HCCS No. 1326 of 2000)
  • Ronald Kasibante v Shell Uganda Ltd (HCCS No. 542 of 2006)
  • Kirugi and another v. Kabiya and three others [1987] KLR 347
  • Uganda Breweries Ltd v Uganda Railways Corporation (SCCA No. 6 of 2001)
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (SCCA No. 7 of 1995)
  • Uganda Telecom vs. Tanzanite Corporation [20051 EA 351
  • Bank of Uganda v Fred Masaba and 5 Others (SCCA No. 3 of 1998)
  • ESSO Petroleum Co. Ltd vs. Mardan [19761 2 ALLER
  • Robert Coussens v Attorney General (SCCA No. 8 of 1999)
  • Dr. Kaijuka Mutabazi Emmanuel v Fang Min (SCCA No. 23 of 2007)
  • Kampala City Council vs. Nkaye (1972) EA 446
  • Kyambadde vs. Mpigi District Administration (1983) HC B 44
  • Robert Coussens v Attorney General (SCCA No. 8 of 1999)
  • Kiwanuka Godfrey T/A Tosumi Autospares and Glassmart v Arua District Local Government (HCCS No. 186 of 2006)
  • James Fredrick Nsubuga v Attorney General (HCCS No. 13 of 1993)
  • Erukan Kuwe v Isaac Patrick Matovu and Another (HCCS No. 177 of 2003)
  • Ongom v. Attorney General. [1979] HCB 267
  • Uganda Commercial Bank v. Kigozi [2002] 1 EA. 305
  • Charles Acire v Myaana Engola (HCCS No. 143 of 1993)
  • Kibimba Rice Ltd v Umar Salim (SCCA No. 17 of 1992)
  • Francis Butagira v Deborah Mukasa (Civil Appeal No. 6 of 1989)
  • Uganda Development Bank vs. Muganga Construction Company (1981) HCB 35
  • Sutherland vs. Canada (Attorney General) 2008 BCCA 27

Full judgment

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

M.Investments Inc and Others v Emy Management, Finances & Investment Ltd and Others (Civil Suit 7 of 2023) [2025] UGHC 1516 (11 November 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.