Wakilii

M/S Dembe Enterprises Limited v M/S Transami Uganda Limited and Another (Civil Suit No. 375 of 1993)

High Court · [1994] UGHC 144 · 1994 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 arising from verbal transportation agreement
Decision
Judgment entered in favour of plaintiff with orders for payment, damages, interest and costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that an oral contract existed between the plaintiff and the first defendant for transportation of 75 containers at US $1,250 per container. Both defendants were jointly liable for breach by failure to pay. Judgment entered for US $93,750 or its equivalent in Uganda or Kenya shillings at market rate at time of payment, applying the principle in Miliangos that conversion should occur at enforcement date rather than breach date.

Outcome

Judgment entered in favour of plaintiff with orders for payment, damages, interest and costs

Facts

The plaintiff company entered into a verbal contract with the first defendant through its General Manager for transportation of containers from Mombasa to Kampala at US $1,250 per 20-foot container. Between 1990 and 1992, the plaintiff transported 75 containers as agreed. The defendants failed to pay despite demand. The second defendant later offered to pay at Kenya Shillings 30,000 per container, which the plaintiff rejected. The plaintiff sought payment in US dollars based on the original agreement. The first defendant claimed it was wrongly sued and that the contract was with the second defendant. The second defendant's General Manager testified the contract was concluded in Kenya with the second defendant and payments were always made in Kenya shillings.

Issues

  1. Whether there was a contract between the plaintiff with either of the defendants.
  2. If there was a contract, what were the terms of the contract between the plaintiff and either defendant.
  3. Whether there was a breach of the said contract.
  4. Who is liable for the breach.
  5. What is the quantum of damages and in what currency.

Orders

  • The defendants to pay the plaintiff US $93,750 or its equivalent at market rate in Uganda or Kenya shillings at the time of the payment.
  • Nominal damages of shs. 200,000/=.
  • Interest at court rate on (1) and (2) above from the date of judgment until payment in full.
  • Costs of the suit.

Rules and key headnotes

Formation — Oral Contracts — Proof
Where a plaintiff establishes an oral contract through credible testimony that is not seriously challenged, and the defendant merely disputes which corporate entity contracted without disproving the existence of the agreement, the court will find the contract proved.
Jurisdiction — Place of Suit — Contract Cases
Under section 19 of the Civil Procedure Act, in suits arising out of contract, the cause of action arises at the place where the contract was made, where it was to be performed or performance completed, or where money to which the suit relates was payable. Where a contract involves performance in multiple jurisdictions, the plaintiff may bring suit in any of those places.
Breach of Contract — Damages — Measure
In cases of breach of contract, the aggrieved party is only entitled to recover such part of the costs actually resulting as was at the time of the contract reasonably foreseeable as liable to result from the breach.
Foreign Currency — Payment — Conversion Date
Following Miliangos v George Frank (Textiles) Ltd, where a contract is denominated in foreign currency, judgment should be given in that currency or its equivalent at the exchange rate prevailing at the date of payment or enforcement, not at the date of breach. The just rate is that prevailing when judgment is being enforced, as the plaintiff has been kept out of his money until then.
Damages — Exemplary/Punitive Damages — Breach of Contract
Punitive or exemplary damages are not awarded for breach of contract unless specifically pleaded and the plaintiff satisfies the court that the case falls within an exceptional category, such as where the plaintiff's reputation is damaged. General allegations of loss without proof will attract only nominal damages.

Legislation cited (2)

Cases cited (10)

  • Victoria Laundry (Windsor) Ltd v Newman Industries Ltd [1949] 2 KB 528
  • M/S Spear Motors Ltd v M/S Banyankole Kweterana Growers Cooperative Union (Civil Appeal No. 7 of 1991)
  • Owners of Steamship Celia and Owners of Steamship Volturno 2 AC
  • United Railways of the Havana and Regia Warehouses Ltd [1960] All ER 332
  • Syndic in Bankruptcy of Nasrajah Khoury v Khayat [1943] 2 All ER 406
  • Miliangos v George Frank (Textiles) Ltd [1976] AC 443
  • Esso Standard (U) Ltd v Semu Amanu Opio (Civil Appeal No. 3 of 1993)
  • Kalema v Attorney General RCCS 103/90
  • Hadley v Baxendale (1847-1860) 1 All EA 461
  • Lukwago v Attorney General 1146/1988

Full judgment

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

M_S Dembe Enterprises Limited v M_S Transami Uganda Limited and Another (Civil Suit No. 375 of 1993) [1994] UGHC 144 (23 February 1994)
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.