Wakilii

Nabiteko and Another v Ssenoga and Another (Civil Suit 674 of 2021)

High Court · [2024] UGCOMMC 381 · 2024 Judgment for Plaintiffs AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for payment, declarations regarding breach of contract and ownership, and permanent injunction
Decision
Suit allowed. Counterclaim dismissed. Permanent injunction granted restraining 2nd Defendant from interfering with the suit premises.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that the 1st Plaintiff lawfully acquired the goodwill and tenancy in shop C 102 where the 2nd Plaintiff sold her interests with consent of the 1st Defendant. The 2nd Defendant was not privy to the original agreement and was merely a sub-tenant. The court found the 2nd Defendant liable for trespass, detinue and conversion of goods worth UGX 983,000 but rejected his counterclaim that the Plaintiffs converted his goods. A permanent injunction was issued restraining the 2nd Defendant from interfering with the premises and general damages of UGX 4,000,000 awarded to the Plaintiffs.

Outcome

Suit allowed. Counterclaim dismissed. Permanent injunction granted restraining 2nd Defendant from interfering with the suit premises.

Facts

On 12th November 2019, the 2nd Plaintiff and 1st Defendant jointly purchased goodwill and occupancy of shop C 102 at Nakivubo Trading Centre from Sekamanya Vincent for UGX 60,000,000. The 2nd Plaintiff paid her full share of UGX 30,000,000 but the 1st Defendant paid only UGX 24,000,000. The 1st Defendant sublet his portion to the 2nd Defendant. In July 2021, the 2nd Defendant left the shop without notice and failed to pay seven months rent arrears. The 2nd Plaintiff then repudiated the contract with the 1st Defendant and sold the goodwill to the 1st Plaintiff for UGX 60,000,000, with consent of the 1st Defendant. The 1st Plaintiff paid the outstanding UGX 6,000,000 to Sekamanya Vincent who introduced her to the property managers and a tenancy agreement was executed. The 2nd Defendant then forcefully re-entered the shop. The 2nd Defendant contended he was the true owner as the 1st Defendant acted as his agent in the original purchase.

Issues

  1. Whether the 1st Plaintiff lawfully acquired the goodwill and tenancy in shop C 102 situate at Nakivubo Trading Centre?
  2. Whether the 2nd Defendant was privy to the agreement dated 12th November 2019 for purchase of the shop?
  3. Whether there was any breach to repudiate the agreement?
  4. Whether the Plaintiffs committed acts of trespass to goods, detinue and conversion of the goods belonging to the 2nd Defendant?
  5. What remedies are available to the parties?

Orders

  • The 1st Plaintiff lawfully acquired the goodwill and tenancy in shop C 102 situate at Nakivubo Trading Centre.
  • The 2nd Defendant shall pay UGX 983,000 to the 2nd Plaintiff as the remaining balance for the items/goods that he took.
  • A permanent injunction is hereby issued against the 2nd Defendant, his agents and anyone claiming title under him, restraining them from interfering with the suit premises.
  • The 2nd Defendant shall pay general damages of UGX 4,000,000 to the Plaintiffs.
  • The 2nd Defendant shall meet 50% of the taxed costs of the suit.
  • The Counterclaim is hereby dismissed with costs.

Rules and key headnotes

Contract Law — Oral Contracts — Validity and Enforceability
An oral contract is just as valid as a written contract provided it contains the essentials of a valid contract: capacity to contract, intention to contract, consensus ad idem, valuable consideration, legality of purpose and sufficient certainty of terms. Where an oral contract is subsequently reduced to writing or acted upon through execution of a formal agreement, it is enforceable.
Contract Law — Privity of Contract — Strangers to Agreement
The doctrine of privity of contract provides that as a general rule, a contract cannot confer rights or impose obligations on strangers to it. Only parties to a contract have the legal standing to enforce its terms or be bound by its obligations. A person whose name does not appear in a written contract is not a party to it unless there is clear evidence that another party acted as their agent.
Contract Law — Agency — Proof of Agency Relationship
Under the Contracts Act, an agent is a person employed by a principal to do any act for that principal or to represent the principal in dealing with a third person. The authority of an agent may be express or implied from the circumstances. A party alleging agency must prove it with credible evidence; mere assertion or circumstantial indicators without corroboration are insufficient to establish an agency relationship where the principal parties deny it.
Contract Law — Duress — Vitiation of Consent
Duress is a coercion of the will so as to vitiate consent. Where a party establishes that they signed a document while in police custody and under threat of imprisonment if they declined to sign, the consent is vitiated and the document is rendered invalid. In determining duress, the court considers whether the person protested, had an alternative course such as adequate legal remedy, was independently advised, and whether they took steps to avoid the agreement after entering it.
Property Law — Sale of Goodwill — Transfer of Title
Under the principle of nemo dat quod non habet, no one can give what they do not have. However, where a person has a valid interest in property acquired jointly with another, they may lawfully transfer their own interest to a third party with the consent of the co-owner. A sub-tenant does not have an ownership interest that would prevent a co-owner from selling their share.
Tort Law — Trespass to Goods, Detinue and Conversion — Elements and Proof
Trespass to goods consists of unlawful disturbance of possession by seizure, removal or direct act causing damage. Conversion is committed by dealing with goods in a manner which deprives the owner of use or possession, including wrongful taking, disposal, destruction or refusal to give up when demanded. A party claiming conversion must prove the nature and value of the goods allegedly converted; mere assertion without evidence of the goods' existence and value is insufficient.

Legislation cited (15)

Cases cited (33)

  • HJK Trading Company Ltd v Ahmed Zziwa (High Court Civil Suit No. 415 of 2018)
  • Erina Lam Oto Omgom v Opoka Bosco and Another (High Court Civil Appeal No. 91 of 2019)
  • Roko Construction Ltd v Isa Male (High Court Miscellaneous Application No. 37 of 2021)
  • Musoke Kitenda v Roko Construction Ltd (High Court Miscellaneous Application No. 1240 of 2020)
  • Sebuliba Busuulwa Vs Co-operative Bank Ltd [1982] HCB 129
  • Omega Bank PLC Vs O.B.C. Limited [2005] 8 NWLR (pt.928) 547
  • Nakawa Trading Co. Ltd v Coffee Marketing Board (Civil Suit No. 137 of 1991)
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Hon. Justice Anup Singh Choudry v Mohinder Singh Channa and Another (Civil Suit No. 335 of 2014)
  • Greenboat Entertainment Ltd v City Council of Kampala (Civil Suit No. 580 of 2003)
  • Future Stars Investment (U) Ltd v Nasuru Yusuf (Civil Suit No. 12 of 2017)
  • Rose Nanfuuma Muyiisa v Ruth Kijjambu (High Court Civil Suit No. 651 of 2013)
  • Pao On Vs Lau [1979] 3 All ER 78
  • Dunlop Pneumatic Tyre Co. Ltd Vs Selfridge & Co. Ltd [1915] AC 847
  • Gulf Cross Limited and Another v Shree Hari Titles Limited and Another (Civil Suit No. 753 of 2018)
  • Drive Yourself Hire Co (London) Ltd Vs Strutt [1954] 1 QB 250
  • Nakalima v Ann Nandawula Kabali (Miscellaneous Application No. 235 of 2013)
  • Burton Vs Armstrong [1976] AC 104 at 121
  • Maskell Vs Home [1915] 3 KB 106
  • Oketha Dafala Valente v the Attorney General (High Court Civil Suit No. 69 of 2004)
  • Vincent Mukasa v Nile Safaris Limited (Court of Appeal Civil Appeal No. 50 of 1997)
  • Charles Douglas Cullen Vs Parsram and Hansraj [1962] E.A.159
  • Departed Asians Property Custodian Board v Issa Bukenya T/a New Mars War House (Supreme Court Civil Appeal No. 26 of 1992)
  • Mugabi John v Attorney General (High Court Civil Suit No. 133 of 2002)
  • Borham-Carter Vs Hyde Park Hotel Ltd [1948] 64 TLR
  • W.M Kyambadde Vs Mpigi District Administration [1983] HCB 44
  • Gapco (U) Ltd v A.S Transporters (U) Ltd (Court of Appeal Civil Appeal No. 18 of 2004)
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (Supreme Court Civil Appeal No. 7 of 1995)
  • Kabandize John Baptist and 21 Others v Kampala Capital City Authority (Court of Appeal Civil Appeal No. 36 of 2016)
  • Uganda Commercial Bank Vs Deo Kigozi [2002]1 EA 305
  • Takiya Kashwahiri and Another v Kajungu Denis (Court of Appeal Civil Appeal No. 85 of 2011)
  • Akena Christopher and Others v Opwonya Noah (High Court Civil Appeal No. 35 of 2016)
  • Uganda Development Bank Vs Muganga Construction Co. Ltd [1981] HCB 35

Full judgment

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Nabiteko and Another v Ssenoga and Another (Civil Suit 674 of 2021) [2024] UGCommC 381 (28 August 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.