Wakilii

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

High Court · [2024] UGCOMMC 307 · 2024 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for payment, declarations, and injunction concerning goodwill and occupancy of commercial premises
Decision
Judgment entered for the Plaintiffs. The 1st Plaintiff's title to the shop confirmed. The 2nd Defendant ordered to pay UGX 983,000 and UGX 4,000,000 in general damages. Permanent injunction granted. Counterclaim dismissed.

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 goodwill and tenancy in shop C 102 at Nakivubo Trading Centre. The 2nd Defendant was found to be a sub-tenant, not a co-owner. The court found that the 2nd Plaintiff validly sold her interests to the 1st Plaintiff with the 1st Defendant's consent after the 2nd Defendant defaulted on rent and other obligations. The alleged agency relationship between the 1st and 2nd Defendants lacked sufficient evidence. The 2nd Defendant was liable for conversion of the 2nd Plaintiff's goods worth UGX 983,000. The Plaintiffs did not convert the 2nd Defendant's goods. A permanent injunction was granted restraining the 2nd Defendant from interfering with the premises.

Outcome

Judgment entered for the Plaintiffs. The 1st Plaintiff's title to the shop confirmed. The 2nd Defendant ordered to pay UGX 983,000 and UGX 4,000,000 in general damages. Permanent injunction granted. Counterclaim dismissed.

Facts

On 12 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, each agreeing to pay UGX 30,000,000. The 2nd Plaintiff paid her full share, but the 1st Defendant paid only UGX 24,000,000, leaving a balance of UGX 6,000,000. The 1st Defendant sublet his portion to the 2nd Defendant. In July 2021, the 2nd Defendant left the shop without notice and accumulated seven months' rent arrears and utility expenses. The 2nd Plaintiff, with the 1st Defendant's consent, sold the goodwill to the 1st Plaintiff for UGX 60,000,000. The 1st Plaintiff paid the outstanding UGX 6,000,000 to Sekamanya Vincent and entered into a tenancy agreement with the property managers. The 2nd Defendant forcefully re-entered the shop, prompting this suit.

Issues

  1. Whether the 1st Plaintiff lawfully acquired the goodwill and tenancy in the shop.
  2. Whether the Plaintiffs committed acts of trespass to goods, detinue and conversion of the goods belonging to the 2nd Defendant.
  3. 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 — Privity of Contract — Doctrine that Only Parties to a Contract May Enforce Its Terms
A contract cannot confer rights or impose obligations on persons who are not parties to it. A third party claiming an interest under a contract must prove they were expressly intended as a beneficiary or that an agency relationship existed.
Contract Law — Agency — Burden of Proof on Party Asserting Agency Relationship
A party claiming that another acted as their agent in a transaction bears the burden of proving the agency relationship by evidence, whether express, implied, or circumstantial. Mere speculation or unsubstantiated assertions are insufficient to establish agency.
Contract Law — Formation — Oral Contracts and Part Performance
An oral contract may be valid and enforceable where the essential elements of a contract are present. Part performance of an oral contract may render it enforceable in equity, and the writing requirement under the Contracts Act may be satisfied by informal documentation such as letters or receipts evidencing the agreement.
Contract Law — Duress — Vitiating Consent Where Coercion is Proved
A contract executed under duress is voidable. Duress consists of coercion of the will sufficient to vitiate consent. Threats of unlawful imprisonment or other unlawful pressure may constitute duress if the party was deprived of free will and had no adequate alternative remedy.
Tort Law — Conversion and Detinue — Elements and Proof Required
Conversion consists of dealing with goods in a manner inconsistent with the owner's rights with intention to deny the owner's right. Detinue is the wrongful withholding of goods. A party claiming conversion or detinue must prove ownership or possessory rights and that the defendant dealt with or withheld the goods wrongfully.
Property Law — Transfer of Goodwill — Consent of Co-Owner Required
Where goodwill and occupancy in premises are jointly held, a co-owner may transfer their interest with the consent of the other co-owner. A sub-tenant does not hold an ownership interest sufficient to require their consent to the transfer of the head tenant's interest.

Legislation cited (15)

Cases cited (33)

  • Sebuliba Busuulwa v Co-operative Bank Ltd [1982] HCB 129
  • Omega Bank PLC v 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 (HCCS 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)
  • HJK Trading Company Ltd v Ahmed Zziwa (HCCS No. 415 of 2018)
  • Erina Lam Oto Omgom v Opoka Bosco and Another (HCCA No. 91 of 2019)
  • Roko Construction Ltd v Isa Male (HCMA No. 37 of 2021)
  • Musoke Kitenda v Roko Construction Ltd (HCMA No. 1240 of 2020)
  • Dunlop Pneumatic Tyre Co. Ltd v Selfridge & Co. Ltd [1915] AC 847
  • Future Stars Investment (U) Ltd v Nasuru Yusuf (Civil Suit No. 12 of 2017)
  • Rose Nanfuuma Muyiisa v Ruth Kijjambu (HCCS No. 651 of 2013)
  • Pao On v Lau [1979] 3 All ER 78
  • Gulf Cross Limited & Another v Shree Hari Titles Limited & Another (Civil Suit No. 0753 of 2018)
  • Drive Yourself Hire Co (London) Ltd v Strutt [1954] 1 QB 250
  • Nakalima v Ann Nandawula Kabali (Misc. Application No. 235 of 2013)
  • Maskell v Home [1915] 3 KB 106
  • Burton v Armstrong [1976] AC 104
  • Oketha Dafala Valente v the Attorney General (HCCS No. 69 of 2004)
  • Vincent Mukasa v Nile Safaris Limited (CACA No. 50 of 1997)
  • Charles Douglas Cullen v Parsram and Hansraj [1962] E.A.159
  • Departed Asians Property Custodian Board v Issa Bukenya T/a New Mars War House (SCCA No. 26 of 1992)
  • Mugabi John v Attorney General (HCCS No. 133 of 2002)
  • Borham-Carter v Hyde Park Hotel Ltd [1948] 64 TLR
  • W.M Kyambadde v Mpigi District Administration [1983] HCB 44
  • Gapco (U) Ltd v A.S Transporters (U) Ltd (CACA No. 18 of 2004)
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (SCCA No. 7 of 1995)
  • Kabandize John Baptist and 21 Others v Kampala Capital City Authority (CACA No. 36 of 2016)
  • Uganda Commercial Bank v Deo Kigozi [2002] 1 EA 305
  • Takiya Kashwahiri & Anor v Kajungu Denis (CACA No. 85 of 2011)
  • Akena Christopher and Others v Opwonya Noah (High Court Civil Appeal No. 35 of 2016)
  • Uganda Development Bank v Muganga Construction Co. Ltd [1981] HCB 35

Full judgment

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Nabiteko & Another v Ssenoga & Another (Civil Suit 674 of 2021) [2024] UGCommC 307 (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.