Malkara Birlik Sut ve Sut Mamulleri AS v Skyrocket Agency Co Ltd and Others [2023] UGCOMMC 296

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

Holding

Held that the plaintiff Turkish company was the lawful owner of goods in dispute and retained a lien over them. The sale agreement between the 1st defendant and the 5th defendant trading as the 4th defendant was void ab initio because the 4th defendant had ceased to exist prior to the sale, rendering the 5th defendant incapable of passing good title under the nemo dat principle. The 3rd defendant breached the contract by failing to pay for the goods. The plaintiff was entitled to a declaration of ownership, orders for release and re-export of the goods, and damages.

Outcome

Judgment entered for the plaintiff with declaration of ownership, orders for release and re-export of goods, permanent injunction, general damages, interest and costs. Suit by 1st defendant dismissed.

Facts

The plaintiff, a Turkish company, agreed to supply 25,000kg of whey protein concentrate to the 3rd defendant for delivery to the 4th defendant in Uganda. The plaintiff issued a proforma invoice and shipped the goods, delivering the bill of lading and shipping documents to the 4th defendant as instructed by the 3rd defendant. The 3rd defendant never paid the agreed sum of USD 82,500. The 5th defendant received the shipping documents on behalf of the 4th defendant and subsequently sold the goods to the 1st defendant for USD 50,000, transferring the bill of lading. The 1st defendant commenced clearance but was stopped by a court order obtained by the plaintiff. Evidence showed that the 4th defendant had ceased to exist as a registered business eight days before the sale to the 1st defendant, a fact the 1st defendant discovered during due diligence but proceeded with the purchase nonetheless.

Issues

1. Whether the suit filed by the Plaintiff is competent before this Honorable Court?
2. Who is the lawful owner of the goods in container No. MRU 369933 and whether the plaintiff holds a lien over the goods?
3. Whether the 3rd, 4th and 5th defendants are liable for breach of contract?
4. What remedies are available for the parties?

Orders

• A declaration is made that the suit goods in container No. MRSU 369933 are the property of the plaintiff.
• A declaration that the 3rd defendant breached the contract with the plaintiff under the Commercial Invoice.
• The 2nd and 6th Defendants are ordered to release the suit goods to the plaintiff and/or facilitate their re-export by the Plaintiff after payment of the requisite taxes.
• A permanent injunction is issued restraining the 2nd Defendant from releasing the suit goods in container No. MRSU 369933 to the 1st Defendant or any other person party claiming an interest in the goods save for the plaintiff.
• General damages of UGX 10,000,000 are awarded to the plaintiff.
• Interest is awarded on the general damages until payment in full.
• Costs of the suit to the plaintiff.

Rules and key headnotes

Legislation cited (14)

• Civil Procedure Rules Order 9 rule 11(2)
• Civil Procedure Rules Order 29 rule 1
• Business Names Registration Act s.2(1)(b)
• East African Community Customs Management Act s.2(1)(b)
• Sale of Goods and Supply of Services Act 2018 s.1(1)(b)
• Sale of Goods and Supply of Services Act 2018 s.4(c)
• Sale of Goods and Supply of Services Act 2018 s.10
• Sale of Goods and Supply of Services Act 2018 s.25(f)
• Sale of Goods and Supply of Services Act 2018 s.29
• Sale of Goods and Supply of Services Act 2018 s.51
• Sale of Goods and Supply of Services Act 2018 s.54(2)(b)
• Sale of Goods and Supply of Services Act 2018 s.58(2)
• Companies Act 2012
• Contracts Act 2010 s.10

Cases cited (16)

• Yoswa Kityo v Eriya Kaddu [1982] HCB 58
• Bugerere Coffee Growers Ltd v Sebadduka & Anor [1970] IEA 147
• Makerere Properties Ltd v Mansukhlal Ranji Karia (HCCS No. 32 of 1994)
• Rubaga Building Company Ltd v Gopal Devsi Vekaria & Virbhai Nanji Bechar Kerai (HCCS No. 534 of 2014)
• Friecca Pharmacy Limited v Anthony Natif (Misc Application No. 497 of 2019)
• Krone Uganda Limited v Kerilee Investments Limited (Civil Miscellaneous Application No. 306 of 2019) [2021] UGCommC 16
• Chicken Tonight Limited v Kikomeko Aminah T/a Agro-Tech Enterprises Ltd (Misc Application No. 408 of 2023)
• All American Hardware Uganda Limited v Uganda Revenue Authority (TAT Application No. 23 of 2019)
• Rass T Smyth & Co Limited v TD Bailey Sons & Co [1940] 3 All ER 60
• Rahima Nagita & 2 Others v Richard Bukenya & 3 Others (HCCS No. 389 of 2010)
• P&O Nedloyd Uganda Ltd v Tesco International Ltd (Court of Appeal Civil Appeal No. 86 of 2004)
• Copy Lines Ltd v Rapid Shipping and Freight Uganda Ltd and Another (HCCS No. 314 of 2007)
• Biddell Bros Ltd v E Clemens Horst & Co Ltd [1911] 1 KB 934
• Makula International Ltd v Cardinal Nsubuga (Civil Appeal No. 4 of 1981)
• Karim Moding v Sulaiman Kabega (HCCA No. 35 of 2015)
• United Building Services Ltd v Yafesi Muzira T/A Quickest Builders and Co [2006] UGCommC 15

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