Wakilii

M/s Apollo Construction Ltd & Ors v Kanyoro (Civil Suit No. 1202 of 1998)

High Court · [2001] UGHC 9 · 2001 Preliminary Objection Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Preliminary objection to plaintiff's standing and cause of action in first instance civil suit for breach of contract
Decision
Preliminary objection dismissed; suit to proceed to hearing on the merits

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

A statutory corporation converted to a public limited liability company pursuant to s.25(2) of the Public Enterprises Reform and Divestiture Statute 1993 remains identifiable and capable of suing despite inaccurate dual description. The court may strike out the former corporate designation and retain the correct name. Substantive justice under Article 126(2)(e) of the Constitution precludes striking out a suit on technicalities where the plaintiff's identity is not in doubt. A plaint disclosing invoices and an account states a cause of action even where an underlying lease agreement is inadmissible under the Advocates Act. Preliminary objection dismissed.

Outcome

Preliminary objection dismissed; suit to proceed to hearing on the merits

Facts

Apollo Hotel Corporation was a statutory corporation converted into a public limited liability company, Apollo Corporation Ltd, on 18 March 1998 pursuant to s.25(2) of the Public Enterprises Reform and Divestiture Statute 1993. The plaintiff sued the defendant for UGX 4,706,480 as unpaid hotel and accommodation bills accumulated from March 1996 to April 1998. The plaintiff described itself in the plaint as both a scheduled corporation and a limited liability company operating as Sheraton Kampala Hotel. The defendant filed a preliminary objection contending that the plaintiff was non-identifiable because it bore dual designations, that no scheduled corporation existed at the relevant date, and that the suit improperly mixed claims for services with land matters via a Hut Lease Agreement. The defendant relied on Auto Garage v Motokov for the proposition that a non-identifiable plaintiff cannot maintain a suit.

Issues

  1. Whether the plaintiff, having been converted from a statutory corporation to a public limited liability company, could properly be identified and maintain the suit.
  2. Whether describing the plaintiff as both a scheduled corporation and a limited liability company rendered the plaintiff non-identifiable such that the suit should be struck out.
  3. Whether the suit disclosed a cause of action warranting rejection under Order 7 Rule 11 of the Civil Procedure Rules.
  4. Whether reliance on a Hut Lease Agreement that offended against s.66 of the Advocates Act barred the plaintiff from proceeding on the basis of invoices.

Orders

  • Preliminary objection dismissed.
  • Costs awarded to the plaintiff.
  • Suit to be set down for hearing not later than one month from the date of ruling.

Rules and key headnotes

Civil Procedure — Parties — Identity of Plaintiff — Effect of Incorrect Designation
Where a plaintiff is described by both its former statutory name and its current corporate name after conversion under statute, the court may strike out the former designation and retain the correct name without striking out the suit, particularly where the plaintiff's identity is not in doubt and the defendant suffers no prejudice.
Company Law — Public Enterprises — Conversion from Statutory Corporation to Limited Liability Company
A statutory corporation converted into a public limited liability company pursuant to s.25(2) of the Public Enterprises Reform and Divestiture Statute 1993 ceases to be a scheduled corporation and assumes the character of a limited liability company subject to the Companies Act, but may bear both the titles Corporation and Limited.
Civil Procedure — Striking Out — Substantive Justice and Article 126(2)(e) of the Constitution
Striking out a suit on the ground that the plaintiff was given both its former and present names contravenes Article 126(2)(e) of the Constitution, which requires that substantive justice be determined without undue regard to technicalities, especially where the plaintiff's identity is clear and no injustice results.
Civil Procedure — Rejection of Plaint — Order 7 Rule 11 — Cause of Action
The fact that an underlying lease agreement pleaded in the plaint offends against s.66 of the Advocates Act and is inadmissible in evidence does not bar the plaintiff from adducing evidence on invoices or proving them if it can. A plaint disclosing invoices and an account states a cause of action and is not liable to rejection under Order 7 Rule 11.

Legislation cited (9)

Cases cited (1)

  • Auto Garage & Ors v Motokov (No.3) [1971] EA 514

Full judgment

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M_s Apollo Construction Ltd & Ors v Kanyoro (Civil Suit No. 1202 of 1998) [2001] UGHC 9 (5 September 2001)
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.