Wakilii

Nagoya Co Ltd v The Republic Trustees of Kampala Archdiocese (Civil Suit No. 707 of 2015)

High Court · [2017] UGCOMMC 89 · 2017 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract and payment of money outstanding on a contract
Decision
Plaintiff's suit dismissed with costs to the defendant

Observed later treatment

Cited — treatment unverified cited in 2 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 2 times with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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

The court held that the plaintiff could not selectively enforce clause 5 of the memorandum of understanding while ignoring clause 2, which acknowledged full payment. Under the Evidence Act sections 91-92, parties cannot adduce oral evidence to contradict written terms. The 100% payment in clause 5 related only to the 4-5 vehicles delivered and paid for, not the entire 20 vehicles. The plaintiff failed to prove breach by the defendant where the memorandum itself contradicted its claim and no evidence showed the remaining vehicles were supplied. Suit dismissed with costs.

Outcome

Plaintiff's suit dismissed with costs to the defendant

Facts

On 16 September 2015, the defendant archdiocese approached the plaintiff vehicle dealer to supply 20 Toyota Raum vehicles for a fundraising lottery ahead of a Papal visit. The parties executed a memorandum of understanding stating the total consideration was UGX 470,000,000. Clause 2 purported to acknowledge full payment, though none was actually made. Clause 5 provided the plaintiff would deliver 4-5 vehicles by 17 September 2015 and the defendant would ensure 100% payment within two weeks after a launch on 18 September 2015. The plaintiff supplied four vehicles which the defendant paid for. The plaintiff then claimed the defendant owed UGX 470,000,000 for all 20 vehicles. The defendant contended it was only obliged to pay upon delivery, the fundraising drive was cancelled due to late delivery of the first vehicles, and there was no further obligation. The remaining 16 vehicles were never delivered to the defendant and were ultimately auctioned by Kenya Revenue Authority.

Issues

  1. Whether the defendant is liable for breach of contract?
  2. Whether the plaintiff is entitled to the remedies prayed for in the plaint?

Orders

  • The plaintiff's suit is dismissed.
  • Costs awarded to the defendant.

Rules and key headnotes

Evidence — Documentary Evidence — Best Evidence Rule — Exclusion of Oral Evidence to Contradict Written Terms
Where the terms of a contract have been reduced to a written document under sections 91 and 92 of the Evidence Act, no evidence of oral agreements may be admitted to contradict, vary, add to or subtract from the written terms, and a party seeking to enforce the written agreement cannot rely on one clause while attempting to exclude another through oral testimony.
Contract Law — Interpretation of Contracts — Contradictory Clauses — Estoppel
A party who relies on a clause of a written agreement is estopped from denying other parts of the same agreement which negate the basis of the claim; where a contract contains contradictory terms acknowledging payment for goods and simultaneously claiming non-payment, the court will interpret the agreement harmoniously and reject selective enforcement of terms.
Contract Law — Breach of Contract — Burden of Proof — Supply and Payment
A plaintiff claiming breach of contract for non-payment must prove that it has supplied the goods forming the subject matter of the contract; a claim for payment of the full contract price cannot succeed where the plaintiff has not delivered the goods and seeks to be paid in order to procure and supply them.

Legislation cited (5)

Cases cited (15)

  • Uganda Building Services v Yafesi Muzira t/a Quickest Builders & Co (High Court Civil Suit No. 154 of 2005)
  • Pioneer Construction Ltd v British American Tobacco (U) Ltd and Infrastructure Projects Ltd (Civil Suit No. 209 of 2008)
  • Agri-Industrial Management Agency Ltd v Kayonza Growers Tea Factory Ltd & Anor (High Court Civil Suit No. 819 of 2004)
  • Three Ways Shipping Services (Group) Ltd v China Chongqing International Construction Corporation (High Court Civil Suit No. 538 of 2005)
  • Universal Cargo Carriers Corporation vs. Citati (1957) 2 ALL E.R 70
  • Bank of Credit & Commercial International S.A. (in liquidation) vs. Ali (2001) 1 All ER 961
  • Mohanlal Kakubhai Radia v Warid Telecom Ltd (High Court Civil Suit No. 234 of 2011)
  • Moses Ssali a.k.a. Bebe Cool & Others v Attorney General & Others (High Court Civil Suit No. 86 of 2010)
  • Southern Engineering Company Mutia [1985] KLR 730
  • Uganda Commercial bank vs. Kigozi [2002] 1 EA 305
  • Charles Acire v Myaana Engola (High Court Civil Suit No. 143 of 1993)
  • Kibimba Rice Ltd v Umar Salim (Supreme Court Civil Appeal No. 7 of 1988)
  • Hadley vs. Baxendale [1854]
  • Sietco v Noble Builders (U) Ltd (Supreme Court Civil Appeal No. 31 of 1995)
  • Byrd vs. Naun (1877) 7 CHD 287

Cases citing this judgment (2)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Nagoya Co Ltd v The Republic Trustees of Kampala Archdiocese (Civil Suit No. 707 of 2015) [2017] UGCommC 89 (29 August 2017)
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.