Wakilii

Metropolitan Properties Ltd v Mugume (misc. Applic. No. 120 OF 2013)

High Court · [2013] UGHC 257 · 2013 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit by summary procedure for recovery of money advanced under deed of acknowledgment and undertaking; defendant filed counterclaim for commission fees and refund of commitment fee
Decision
Plaintiff's claim for refund of Ug.Shs.100,000,000/= allowed; defendant's counterclaim dismissed; defendant ordered to refund sum within 14 days

Observed later treatment

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Holding

The High Court held that the defendant breached a deed of acknowledgment and undertaking by failing to secure amendments to a memorandum of understanding within seven days as required. The defendant was obliged to refund Ug.Shs.100,000,000/= advanced by the plaintiff. The court found no valid agreement for commission of Shs.750,000,000/= and dismissed the defendant's counterclaim, ruling that terms of a written deed cannot be altered by oral evidence under the Evidence Act s.91.

Outcome

Plaintiff's claim for refund of Ug.Shs.100,000,000/= allowed; defendant's counterclaim dismissed; defendant ordered to refund sum within 14 days

Facts

The plaintiff, a limited liability company, engaged defendant to secure a lease of land from the Registered Trustees of Kampala Archdiocese. On 18 April 2008, a memorandum of understanding was executed between the Archdiocese and Metropole Limited, signed by defendant and one Ignatius Kakembo Ntambi. The plaintiff required amendments, including correction of the lessee's name to Metropolitan Properties Limited. On 23 April 2008, the plaintiff paid Ug.Shs.100,000,000/= to defendant under a deed of acknowledgment and undertaking, whereby defendant agreed to secure the Archdiocese's consent to amendments within 7 days and thereafter negotiate with occupants to vacate the land. Defendant undertook to refund the sum if he failed to secure the revision within 7 days or failed to embark on negotiations within a week of executing the revised MOU. Defendant did not secure the amendments within the stipulated time, nor did he have authority under a power of attorney to sign on the plaintiff's behalf. Defendant filed a counterclaim for commission of Shs.750,000,000/= and refund of Shs.50,000,000/= commitment fee he paid to the Archdiocese.

Issues

  1. Whether the defendant breached the deed of acknowledgement and undertaking.
  2. Whether the defendant procured any land for the plaintiff on acceptable terms.
  3. Whether the plaintiff owes the defendant a commission of Shs.750,000,000/= and a refund of Ug.Shs.50,000,000/=.
  4. What remedies are available for either party.

Orders

  • It is directed that the defendant shall refund to the plaintiff, the sum of Ug.Shs.100,000,000/=, within 14 days from the date of this judgment.
  • It is ordered that the defendant shall bear the costs in this suit and counter-claim.
  • Counterclaim dismissed in its entirety.

Rules and key headnotes

Contract Formation — Agency — Authority to Bind Principal
A person who purports to act as an agent for a company by signing a contract on its behalf does not bind that company unless duly appointed and nominated as its attorney under a duly executed and registered power of attorney.
Contract Formation — Privity of Contract — Stranger to Agreement
Where a contract incorrectly names a party, the properly named entity cannot derive legal rights from or bear legal obligations under that contract, as it is a stranger to the agreement.
Conditions Precedent and Subsequent — Order of Performance
A condition subsequent, being an event that occurs after a condition precedent, cannot be performed or undertaken before the condition precedent has been fully met.
Documentary Evidence — Parol Evidence Rule — Section 91 Evidence Act
Under Evidence Act s.91, when the terms of a contract have been reduced to the form of a document, no oral evidence is admissible to exclude or add to what is contained in the document, and the words or phrases used should be given their plain and ordinary meaning unless to do so would lead to absurdities.
Commission Agreements — Entitlement to Commission — Performance Required
A broker or agent is entitled to a commission only upon accomplishing the duties for which the commission was promised. Where a deed expressly provides for refund of monies advanced upon a defined event of default, the recipient cannot claim those monies as part payment of commission where the default has occurred.

Legislation cited (2)

Cases cited (2)

  • Lukyamuzi James v Akright Project & Anatolia Kamugisha (H.C.C.S No. 319 of 2002)
  • Uganda Revenue Authority v Stephen Mabosi (S.C.C.A No. 26 of 1995)

Full judgment

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

Metropolitan Properties Ltd v Mugume (misc. Applic. No. 120 OF 2013) [2013] UGHC 257 (21 August 2013)
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.