Wakilii

Nabisere Mukamusinzi Aisha Sentamu v Mirage Trading Co. Limited& Anor (Company Cause 28 of 2021)

High Court · [2024] UGHCCD 43 · 2024 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application by Notice of Motion in a company matter seeking declarations and orders regarding share transfers and company management
Decision
Application dismissed as incompetent; settlement agreement approved for enforcement within ninety days

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held: application dismissed as incompetent. Applicant, having entered into settlement agreement resolving earlier litigation and received benefits thereunder, was estopped from repudiating that agreement by filing fresh proceedings seeking same relief. Court approved settlement for enforcement and ordered respondents to comply within ninety days.

Outcome

Application dismissed as incompetent; settlement agreement approved for enforcement within ninety days

Facts

In 2009, applicant and 2nd respondent (husband and wife) incorporated 1st respondent company with nine shareholders including seven minor children. 2nd respondent held 550 shares, applicant held 50 shares, and both served as directors. In January 2015, a board resolution purportedly transferred applicant's shares to a minor and removed her as director. Applicant claimed she was deceived into signing documents she did not understand. When marital and business disagreements arose in 2021, applicant filed company cause, divorce petition, and labour complaint. Parties reached settlement on 24 April 2021 whereby applicant received property in exchange for withdrawing all three actions. Company Cause No. 008 of 2021 was withdrawn. Applicant received some but not all properties under settlement, then filed present cause in October 2021 seeking same relief as withdrawn action, without rescinding settlement or returning properties received.

Issues

  1. Whether the application is time-barred?
  2. Whether the application is incompetent and/or premature before the Court?
  3. Whether the Resolution dated 19th January 2015 is null and void?
  4. Whether the 2nd Respondent mismanaged the affairs of the Company to the detriment of the Applicant?
  5. What remedies are available to the parties?

Orders

  • The application is dismissed for being incompetent before the Court.
  • The settlement agreement between the parties dated 24th April 2021 is approved by the Court for enforcement and the Respondents shall ensure full compliance with its terms in favour of the Applicant within ninety (90) days from the date of this order; failure of which, the Applicant shall be at liberty to take out execution proceedings.
  • In the spirit of the settlement, each party shall bear their own costs of these proceedings; except that if execution proceedings are occasioned, the costs of execution shall be met by the Respondents.

Rules and key headnotes

Company Law — Minority Shareholder Protection — Application under Companies Act s.248 — Time Limitation
An application under Section 248 of the Companies Act 2012 by a member alleging unfairly prejudicial conduct in company affairs is not a claim founded in contract or tort and is therefore not subject to the six-year limitation period under Section 3(1)(a) of the Limitation Act.
Civil Procedure — Notice of Motion — Bringing Claims under Companies Act s.248
Although Section 248 of the Companies Act requires an action to be brought by way of petition, a party may move the court by Notice of Motion under Order 38 rule 5 of the Civil Procedure Rules and still rely on Section 248 to establish the cause of action.
Contract Law — Estoppel — Approbation and Reprobation — Settlement Agreements
A party who enters into a settlement agreement, derives benefit from it, and fails to rescind it, is estopped from filing fresh proceedings seeking the same relief as the withdrawn action; such conduct amounts to approbation and reprobation and renders the fresh proceedings incompetent.
Contract Law — Estoppel by Conduct — Requirements
For estoppel to be established, the following requirements must be satisfied: existence or anticipation of legal relationship between parties; clear, definite, unambiguous and unequivocal representation or promise; reliance by the other party; reasonableness; detriment to the other party; and conscionability of the transaction.
Civil Procedure — Settlement Agreements — Court Approval and Enforcement
Where parties reach a settlement that results in withdrawal of a court action, and one party acts upon it to the benefit of the other, the court may approve the settlement for enforcement even if it was not formally registered, particularly where the alternative would serve no practical purpose.

Legislation cited (19)

Cases cited (6)

  • Iga v Makerere University [1972] EA 66
  • Godfrey Magezi v National Medical Stores and 2 Others (High Court Civil Suit No. 636 of 2016)
  • Balwinder Kaur Sandhu v Noble Builders (U) Ltd (High Court HCT-00-CV-CL-08-2005)
  • Republic v Institute of Certified Public Secretaries of Kenya (HCMA No. 322 of 2008)
  • Banque De Moscou v Kindersley (1950) 2 All ER 549
  • DFCU Bank Limited v John Magezi [2021] UGCommC 133

Full judgment

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

Nabisere Mukamusinzi Aisha Sentamu v Mirage Trading Co. Limited& Anor (Company Cause 28 of 2021) [2024] UGHCCD 43 (11 March 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.