Wakilii

Mugerwa Commercial Agency Limited v The Management Committee St.Savio Junior School Kisubi (Civil Suit No.144 Of 2004) (Civil Suit No.144 of 2004)

High Court · [2008] UGHC 128 · 2008 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit instituted under summary procedure for breach of contract
Decision
Plaintiff's suit dismissed with costs to the Defendant

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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

Held that a director dealing with his own company in matters falling within the company's objects acts for the company, not in his personal capacity, even if he claims otherwise. Where a director fails to comply with the statutory duty to disclose his interest in a contract under section 200 of the Companies Act, the contract nonetheless binds the company. On the facts, the 1997 consignment agreement, which established the defendant as agent to sell uniforms and remit proceeds, applied to subsequent supplies. The plaintiff retained property in unsold goods and was obliged to collect them when invited. No breach was established.

Outcome

Plaintiff's suit dismissed with costs to the Defendant

Facts

The plaintiff company, incorporated in 1988, supplied scholastic materials to schools. Paul Mugerwa, the plaintiff's managing director, had supplied goods to the defendant school since 1995. On 23 May 1997, a written contract was signed stating that Mr Mugerwa would receive payment directly from uniforms sold to pupils and that the school would hold uniforms for sale only, no longer purchasing them. On 12 April 2000, the plaintiff supplied 800 sports shirts valued at UGX 5,382,000 under a proforma invoice and delivery note. On 15 April 2000, a second consignment of teachers' and parents' T-shirts worth UGX 216,000 was supplied. The defendant paid UGX 250,000, leaving UGX 5,348,000 outstanding. The plaintiff claimed this sum as special damages for breach of contract. The defendant pleaded that the 1997 agreement made it an agent to sell uniforms on behalf of the plaintiff, that property in unsold goods remained with the plaintiff, and that it had invited the plaintiff to collect unsold items but the plaintiff refused.

Issues

  1. Whether the contract entered into on 23/05/1997 binds the Plaintiff and, if so, if it is applicable to the contracts entered into between the parties on 12/04/2000 and 15/04/2000.
  2. Whether there was breach.
  3. What remedies are available to the parties.

Orders

  • Suit dismissed.
  • Costs awarded to the Defendant.

Rules and key headnotes

Company Law — Directors — Fiduciary Duty — Dealing with Own Company — Personal Capacity versus Corporate Capacity
Where a director of a company enters into a contract concerning matters that fall within the objects clause of the company's memorandum of association, he acts in his capacity as director on behalf of the company, not in his personal capacity, even if he purports or believes himself to be acting personally.
Company Law — Directors — Disclosure of Interest in Contracts — Section 200 Companies Act — Effect of Non-Disclosure
A director's failure to comply with the statutory duty under section 200 of the Companies Act to disclose his interest in a contract at a board meeting does not render the contract void or unenforceable against the company; the contract remains binding on the company, though the director may face statutory penalties for non-disclosure.
Contract Law — Agency — Sale or Return — Consignment Agreement — Property in Goods
Where parties agree that goods supplied shall remain the property of the supplier until sold, and the recipient acts only as agent to sell and remit proceeds, property in unsold goods does not pass to the agent. The supplier retains ownership and bears the obligation to collect unsold goods when invited to do so.
Contract Law — Breach — Failure to Perform — Obligations of Supplier under Consignment Agreement
Where a consignment agreement places the supplier's goods with an agent for sale, and the agent invites the supplier to collect unsold goods but the supplier fails or refuses to do so, the supplier cannot claim breach of contract for non-payment of the price of those unsold goods.

Legislation cited (1)

  • Companies Act No. 110/2000 s.200

Cases cited (1)

  • Guinness Plc. V Saunders

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Mugerwa Commercial Agency Limited v The Management Committee St.Savio Junior School Kisubi (Civil Suit No.144 Of 2004) (Civil Suit No.144 of 2004) [2008] UGHC 128 (24 January 2008)
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.