Wakilii

Musumba & Another v Nile Agro Industries (Miscellaneous Application 251 of 2019)

High Court · [2024] UGHC 622 · 2024 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to set aside default judgment arising from Civil Suit No. 34 of 2013
Decision
Application dismissed on preliminary objections; applicants lacked locus standi and the company was improperly constituted

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court upheld preliminary objections and dismissed the application. Held that the 1st Applicant, as widow and beneficiary of a deceased defendant, lacked locus standi to bring an application in her own name to set aside a default judgment entered against the deceased and a company. She should have proceeded either as administrator of the deceased's estate or as director of the company. Further, the 2nd Applicant company was improperly constituted with only one director when its Articles required a minimum of two. The court held that while the doctrine of approbation and reprobation applied in principle, an illegality cannot cure an illegality.

Outcome

Application dismissed on preliminary objections; applicants lacked locus standi and the company was improperly constituted

Facts

Nile Agro Industries (the Respondent) obtained a default judgment in Civil Suit No. 34 of 2013 against Martin Musumba and Intra Commodities Ltd for failure to refund 476 metric tons of maize valued at UGX 285,600,000. Martin Musumba died in March 2015, but default judgment was entered in October 2015. In 2019, the Respondent sought execution of the decree, including attachment of matrimonial property. Robinah Musumba, widow of the deceased defendant and sole surviving director of Intra Commodities Ltd, filed this application with the company to set aside the default judgment. She swore the supporting affidavit in her personal capacity as the 1st Applicant, not as administrator of her husband's estate or as director of the company. The company's Articles of Association required a minimum of two directors, but only one director remained.

Issues

  1. Whether the 1st Applicant (widow and beneficiary) has locus standi to bring an application to set aside a default judgment entered against her deceased husband and a company in which she is a director.
  2. Whether the 2nd Applicant (company) can properly institute proceedings when it has only one director whereas its Articles of Association require a minimum of two directors.
  3. Whether the doctrine of approbation and reprobation bars the Respondent from objecting to the company's capacity to bring proceedings after having obtained a default judgment against that company.

Orders

  • All preliminary objections upheld.
  • Each party to bear its own costs.

Rules and key headnotes

Civil Procedure — Locus Standi — Beneficiary of Deceased's Estate — Setting Aside Judgment
A beneficiary and widow of a deceased defendant does not have locus standi to bring an application in her personal capacity to set aside a default judgment entered against the deceased and a company. She must proceed either as administrator of the deceased's estate or as a properly authorized representative of the company.
Company Law — Directors — Minimum Number — Capacity to Institute Proceedings
Where a company's Articles of Association require a minimum of two directors, and the company has only one surviving director, the company is improperly constituted and lacks capacity to institute legal proceedings. A new director must be appointed to bring the company to full quorum before it can commence suits or give proper instructions to advocates.
Civil Procedure — Approbation and Reprobation — Objecting to Company Capacity After Obtaining Judgment
While the doctrine of approbation and reprobation may prevent a party who obtained a benefit from a judgment against a company from later alleging the company's incapacity, an illegality cannot cure an illegality. Where an applicant lacks proper capacity to represent a company, the proceedings are defective regardless of whether the respondent raised the objection after having obtained a prior judgment.

Legislation cited (2)

Cases cited (6)

  • Jacques v Harrison (1883-4) 12 AC 165
  • Israel Kabwa v Martin Banoba (Supreme Court Civil Appeal No. 52 of 1995)
  • Mukisa Biscuit Manufacturing Co. Ltd v West End Distributors Ltd [1969] EA
  • Dima Dominic Poro v Inyani Godfrey & Another (High Court Civil Appeal No. 17 of 2016)
  • Evans v Bartlam [1937] AC 473
  • Mubende Parents School Limited v Uganda Development Bank Ltd & 2 Others (High Court Civil Suit No. 662 of 2015)

Full judgment

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

Musumba & Another v Nile Agro Industries (Miscellaneous Application 251 of 2019) [2024] UGHC 622 (3 July 2024)
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.