Wakilii

Mary Kizito Kisitu v WK Properties Limited [2026] UGHCCD 169

High Court · 2026 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for order for accounts arising from Company Cause No. 22 of 2024
Decision
Application granted; respondent ordered to file proper accounts and audited financial statement within thirty days

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.

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 held that an application for accounts under Order 20 Rule 1 of the Civil Procedure Rules arising within a pending company cause does not offend the lis pendens rule. An affidavit sworn by a director whose power of attorney had been revoked before the date of swearing is incompetent. Where a petitioner seeks an order for accounts as the only relief enabling her to assert her legal rights as a shareholder and director, and the respondent raises no genuine preliminary question requiring determination, the court must grant an order for proper accounts. The application was allowed and the respondent ordered to file proper accounts within thirty days.

Outcome

Application granted; respondent ordered to file proper accounts and audited financial statement within thirty days

Facts

The applicant, Mary Kizito Kisitu, is a shareholder and director of WK Properties Limited. She filed Company Cause No. 22 of 2024 seeking protection against prejudicial conduct under Section 244(1) of the Companies Act. She brought this application seeking an order compelling the respondent company to file proper accounts for all proceeds, assets, and liabilities from 1 January 2020 to the date of filing the company cause, together with an audited financial statement. The applicant alleged that the respondent had failed to disclose audited financial statements, failed to convene annual general meetings for several years, and excluded her from management despite the company receiving not less than UGX 40,000,000 monthly from rental income. The respondent opposed the application, raising a preliminary objection that it was lis pendens and arguing that the applicant had been informed through her lawful attorney. The respondent also contended that for part of the period in question, the applicant had suspended the co-director and appointed her own relatives to manage the company.

Issues

  1. Whether the application offends the lis pendens rule under Section 6 of the Civil Procedure Act.
  2. Whether the affidavit in reply sworn by Ms. Stella Mutyaba is competent.
  3. Whether the applicant is entitled to an order for accounts under Order 20 Rule 1 of the Civil Procedure Rules.
  4. Whether there is a preliminary question to be tried before an order for accounts can be granted.

Orders

  • Application allowed.
  • Respondent to file in court and serve upon the applicant proper accounts for all proceeds received from 01/01/2020 to the date of filing Company Cause No. 22 of 2024 within thirty (30) days from the date of this ruling.
  • Respondent to provide an up to date audited financial statement for the respondent company within thirty (30) days.
  • No order as to costs.

Rules and key headnotes

Civil Procedure — Lis Pendens — Application for Accounts Arising Within Pending Suit
An application for accounts under Order 20 Rule 1 of the Civil Procedure Rules arising within an already pending company cause does not offend the lis pendens rule under Section 6 of the Civil Procedure Act, as it is not a separate suit but a procedural relief expressly designed to enable a party who has pleaded a claim for accounts in the main suit to apply for immediate production of such accounts.
Civil Procedure — Affidavits — Authority to Swear on Behalf of Company
An affidavit sworn on behalf of a company by a director whose power of attorney had been revoked before the date of swearing is incompetent, as the deponent had no subsisting authority to represent the company at the time the affidavit was deponed.
Company Law — Accounts — Right to Claim Statement of Accounts
The right to claim a statement of accounts is an unusual form of relief only granted in certain specific cases and is only to be claimed when the relationship between the parties is such that this is the only relief which will enable the claimant to satisfactorily assert his or her legal rights.
Civil Procedure — Order for Accounts — Conditions for Grant
Under Order 20 Rule 1 of the Civil Procedure Rules, a court shall grant an order for proper accounts where the plaint prays for an account or the relief sought involves the taking of an account, and the defendant fails to satisfy the court that there is some preliminary question to be tried. A preliminary question for this purpose includes issues of fact and mixed law and fact, not merely questions of law.
Company Law — Shareholder Rights — Protection Against Prejudicial Conduct
Where a shareholder and director seeks an order for accounts to establish the state of affairs of a company under Section 244(1) of the Companies Act on grounds of prejudicial conduct, and demonstrates that rendition of accounts is the only relief enabling her to assert her legal rights, the court will grant the order where no genuine preliminary question exists requiring prior determination.

Legislation cited (7)

Cases cited (12)

  • Luggya v Kikonyogo and Another (Civil Application No. 248 of 2021)
  • Springs International Hotel Ltd v Hotel Diplomate Ltd and Another (Civil Suit No. 277 of 2011)
  • Namutebi Matilida v Semanda Simon and 2 Others (Miscellaneous Application No. 430 of 2021)
  • Kitatta and Another v Ssebiso (Miscellaneous Application No. 2716 of 2023)
  • Katarikawe and 8 Others v Turyamureeba (Miscellaneous Application No. 0169 of 2013)
  • Black Market Records v Malinga and Others (Miscellaneous Application No. 2788 of 2023)
  • Katarikawe Manuel and Others v Turyamureeba (Miscellaneous Application No. 0169 of 2013)
  • Simbamanyo Estates Limited v Equity Bank Uganda Limited and 2 Others (Miscellaneous Application No. 660 of 2022)
  • Jack J Khanjira & another v Safaricom Ltd [2016] KEHC 3588 (KLR)
  • Rajendra Singh v. State of Rajasthan and others, 1983 WLN 295
  • Joseph Kamau Mwangi V Kenya Commercial Bank (2004) eKLR
  • National Bank of Kenya Ltd v Pipeplastic Samkolit (K) Ltd & another [2001] KECA 362 (KLR)

Full judgment

↓ Download PDF

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

Mary Kizito Kisitu v WK Properties Limited 2026 UGHCCD 169 (21 May 2026)
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.