Wakilii

Nagji Textile Ltd v A B Popat & 2 Others (HCT-00-CV-1212 OF 1998) (HCT-00-CV-1212 of 1998)

High Court · [2002] UGHC 24 · 2002 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit seeking declaration of ownership, cancellation of registration, and damages for alleged fraudulent transfer of property
Decision
Plaintiff's claims dismissed; defendants' title to the property upheld

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

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 the power of attorney granted by the plaintiff company to the first defendant was never effectively revoked, as revocation was signed by only one director without board resolution and was neither registered nor notified to the agent. The sale of property through an agent acting under valid authority cannot be impugned by the principal, and non-registration of a power of attorney does not void a sale agreement. No fraud was established where the principal expressly authorized the sale. Plaintiff estopped from questioning a transaction it authorized.

Outcome

Plaintiff's claims dismissed; defendants' title to the property upheld

Facts

The plaintiff, a limited liability company, owned property at Plot 3 Acacia Avenue, Kampala, which was expropriated during Idi Amin's regime and repossessed in January 1997. The plaintiff granted the first defendant a power of attorney in December 1996 to repossess and sell the property. In January 1997, one director purported to revoke the power of attorney and claimed to register the revocation. The first defendant proceeded to sell the property to the second defendant on 28 January 1997 for US$130,000, and transfer was effected in February 1997. The second defendant subsequently sold the property to the third defendant in September 1998. The plaintiff filed suit in 1998 claiming it never authorized the sale, the power of attorney was revoked, and the transactions were fraudulent. The plaintiff sought declaration of ownership, cancellation of defendants' registration, and damages.

Issues

  1. Whether there was a valid sale of the suit property to the 2nd Defendant.
  2. Whether there was any fraud on the part of the defendants.
  3. Whether the 2nd and 3rd Defendants are innocent purchasers of the suit property for value without notice of any defect in title.
  4. Whether the Power of Attorney from the Plaintiff to the 1st Defendant was revoked.
  5. What remedies are available.

Orders

  • Case dismissed.
  • Costs awarded to the defendants.

Rules and key headnotes

Agency — Power of Attorney — Revocation — Requirements for Effective Revocation
A revocation of a power of attorney executed by a company through its agent is ineffective where it is signed by only one director acting in his personal capacity without a board resolution, and where there is no proof that the revocation was registered or brought to the notice of the agent before the transaction in question.
Registration — Repossession Certificate — Entry on Register Not Mandatory
There is no statutory requirement under the Expropriated Properties Act that a certificate of repossession be entered on the certificate of title or register where the property remains in the names of the original owner; presentation of the repossession certificate to the Chief Registrar is sufficient authority for transfer but is not mandatory where no change of registered proprietor is required.
Registration — Power of Attorney — Effect of Non-Registration on Sale Agreement
Non-registration of a power of attorney is not a ground for impeaching title under section 184 of the Registration of Titles Act, and a principal cannot rely on the failure to register a power of attorney to void a sale agreement entered into by the principal's agent, as the duty to register rests with the principal or agent and the principal is vicariously liable for the agent's acts.
Agency — Authority — Breach of Terms vs Illegality
Where an agent sells property with the express authority of the principal but performs duties in a manner not conforming to the precise terms or sequence directed by the principal, such variance constitutes a breach of agreement between principal and agent, not illegality that would vitiate the sale as against a third party purchaser.
Fraud — Impeachment of Title — Principal Cannot Claim Fraud in Authorized Transaction
A principal who expressly authorizes an agent to sell property cannot subsequently claim fraud to impeach the transferee's title where the sale was carried out pursuant to that authority; the principal is estopped from questioning a transaction it authorized, and no fraud can be found where the registered proprietor consented to the disposition.
Proof — Notification of Revocation — Burden on Principal
Where a principal alleges revocation of a power of attorney, the burden is on the principal to prove that the agent received actual notification of the revocation; mere assertion of registration without corroborating evidence from the Registry is insufficient.

Legislation cited (5)

Cases cited (3)

  • Lloyd v Grace, Smith & Co. [1912] AC 716
  • Percy v Corporation of City of Glasgow [1922] AC 299
  • McNonnell and Another v Kimani (1967) EA 702

Full judgment

↓ Download PDF

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

Nagji Textile Ltd v A B Popat & 2 Others (HCT-00-CV-1212 OF 1998) (HCT-00-CV-1212 of 1998) [2002] UGHC 24 (29 October 2002)
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.