Wakilii

Mubanda v Nyandera &15 Ors (HCT-00-CC-MA 148 of 2012)

High Court · [2012] UGCOMMC 158 · 2012 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for temporary injunction arising from a main suit concerning shareholder status and company property
Decision
Application dismissed; interim injunction vacated; matter remitted to main suit for determination

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court dismissed the application for a temporary injunction to restrain respondents from disposing of company property. Held that the applicant failed to establish a prima facie case because he did not prove current shareholding status, having ceased to be a registered shareholder in 1972 when allotment records showed shares held by others. No evidence of investment in the company was adduced and damages would adequately compensate any proven loss.

Outcome

Application dismissed; interim injunction vacated; matter remitted to main suit for determination

Facts

The applicant and the late Sepiriya Tabula Mulindwa incorporated Uganda Food Supply Ltd in 1971 with share capital of UGX 24,000 divided into 240 shares. The applicant claimed to hold 100 shares. In 2011 the applicant discovered that an amended Memorandum and Articles of Association had been registered in 2001 with his name removed and replaced by the deceased's children. He claimed the respondents were disposing of company property including land comprised in LRV 3894 Folio 24 Ranch No. 14A Masaka. The respondents contended that the applicant ceased to be a shareholder in 1972 when a return of allotment filed in December 1972 showed 140 shares allotted to Mulindwa Tabula Sepiriya and 100 shares to Mulindwa Allen, with no mention of the applicant. The applicant himself, as executor of the late S.T. Mulindwa's estate, transferred shares to the deceased's beneficiaries in November 2001 pursuant to the will. The company was in voluntary winding up proceedings at the time of the application.

Issues

  1. Whether the applicant demonstrated a prima facie case with a probability of success warranting grant of a temporary injunction.
  2. Whether the applicant would suffer irreparable injury if the temporary injunction were not granted.
  3. Where the balance of convenience lay between preserving the company property and allowing voluntary winding up to proceed.

Orders

  • Application dismissed.
  • Costs to be in the main cause.
  • Interim order of injunction granted on 24 April 2012 vacated.

Rules and key headnotes

Civil Procedure — Interlocutory Injunctions — Test for Grant — Prima Facie Case with Triable Issues
For purposes of grant of a temporary injunction it is sufficient for the applicant to prove that triable issues have arisen that merit judicial consideration. There is no requirement for the plaintiff to establish a strong prima facie case with a high probability of success. All the plaintiff needs to show is that there are serious questions to be tried and the action is not frivolous or vexatious.
Company Law — Share Capital — Actual Shareholding — Memorandum versus Return of Allotment
The actual shareholding of a company is not necessarily determined by the shares indicated on the memorandum of association at the time of registration. The amount of shares stated in the memorandum is normally done in compliance with section 4 of the Companies Act. The actual allotment of shares is normally done subsequently and a return filed pursuant to section 54 of the Companies Act.
Civil Procedure — Interlocutory Injunctions — Irreparable Injury — Adequacy of Damages
Where an applicant alleges loss of company property or shares, if the court would be capable of assessing and awarding damages commensurate with the loss in the event the main suit succeeds, there is no irreparable injury warranting grant of an interlocutory injunction.
Civil Procedure — Evidence — Affidavit in Rejoinder — Irregular Annexture
An affidavit in reply cannot be an annexture to an affidavit in rejoinder. Where such irregularity occurs the court will ignore the improperly annexed affidavit.

Legislation cited (4)

Cases cited (3)

  • Geilla v Cassman Brown and Co Ltd [1973] EA 358
  • Kiyimba Kaggwa v Abdu Nasser Katende [1985] HCB 43
  • American Cyanamid Co v Ethicon Ltd [1975] 1 All ER 504

Full judgment

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

Mubanda v Nyandera &15 Ors (HCT-00-CC-MA 148 of 2012) [2012] UGCommC 158 (5 December 2012)
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.