Wakilii

Nakalanzi Rashidah and Others v Finicon Group (U) Limited (Civil Suit No. 79 of 2020)

High Court · [2025] UGCOMMC 298 · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract with counterclaim
Decision
Judgment entered for the Plaintiffs with specific performance ordered, general damages awarded, and interest granted. Counterclaim dismissed.

Observed later treatment

Cited — treatment unverified cited in 3 (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 3 times with no adverse treatment recorded; not yet tested on the merits. Citations fading — 3 citing cases on record, 3 in the most recent three data years. 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 defendant breached the agreement dated 22 March 2019 by failing to pay the agreed consideration of UGX 294,000,000 for the plaintiffs' shares in Parabilis Housing Limited and land comprised in Block 376, Plot 1081, Katale Seguku. The plaintiffs had performed their obligations by executing transfer documents and depositing them with an escrow as required under clause 6 of the agreement. The caveat lodged by the first plaintiff on 2 November 2017 predated the agreement and could not justify the defendant's non-payment. The court ordered specific performance, general damages, and interest.

Outcome

Judgment entered for the Plaintiffs with specific performance ordered, general damages awarded, and interest granted. Counterclaim dismissed.

Facts

On 22 March 2019, the plaintiffs and defendant executed an agreement whereby the defendant agreed to purchase the plaintiffs' shares in Parabilis Housing Limited and land comprised in Block 376, Plot 1081, Katale Seguku for UGX 294,000,000 payable in two instalments. The first plaintiff was to transfer the land to Parabilis Housing Limited, and the defendant was to make the first payment within four months. The plaintiffs executed transfer documents and deposited them with an escrow as required. The defendant failed to make any payment. The first plaintiff had lodged a caveat on the land on 2 November 2017, before the agreement was executed. The defendant claimed the caveat frustrated the transfer process and justified non-payment. The plaintiffs sued for breach of contract seeking specific performance and damages. The defendant counterclaimed for removal of the caveat.

Issues

  1. Whether there was breach of contract and if so, by whom?
  2. Whether the Plaintiffs are entitled to payment of the consideration in existence of a caveat on the suit property lodged by the first Plaintiff?
  3. What remedies are available to the parties?

Orders

  • A declaration that the Defendant breached the Agreement dated 22nd March, 2019.
  • An order of specific performance for the Defendant to pay a sum of UGX 294,000,000 (Uganda Shillings Two Hundred Ninety Four Million only).
  • General damages of UGX 50,000,000 (Uganda Shillings Fifty Million only).
  • Interest on the decretal sum at the rate of 20% per annum from the date of filing the suit until payment in full.
  • Interest on general damages at the rate of 8% per annum from the date of judgment until payment in full.
  • Costs of the suit to the Plaintiffs.
  • The counterclaim is dismissed with costs.

Rules and key headnotes

Contract Law — Breach of Contract — Performance of Obligations — Order of Performance
Where a contract contains reciprocal promises to be performed, a party cannot be guilty of breach of a future obligation that is dependent on another party's fulfilment of its own obligation. The party alleging breach must first perform its own obligations under the contract before claiming breach by the other party.
Contract Law — Interpretation of Contracts — Construction of Written Agreements
The object of construction of the terms of a written agreement is to discover the intention of the parties. The cardinal presumption is that parties have intended what they have in fact said, so that their words must be construed as they stand. The court must consider the meaning of the words used, not what one may guess to be the intention of the parties, though the court may resolve ambiguity by looking at the commercial purpose and factual background.
Contract Law — Breach of Contract — Burden of Proof
A plaintiff alleging breach of contract must prove on a balance of probabilities that they performed their part of the bargain while the defendant failed to honour its obligations under the agreement. The standard of proof in civil cases is on a balance of probabilities.
Contract Law — Specific Performance — Availability of Remedy
Specific performance is an equitable relief given by the court to enforce against a defendant the duty of doing what he agreed by contract to do. The remedy enforces execution of a contract according to its terms where there is no delay, acquiescence, or breach on the plaintiff's part, or circumstances outside the contract which may render it inequitable to enforce it.
Land & Property — Caveats — Effect on Contractual Obligations
A caveat lodged on land before the execution of a contract for sale of that land cannot be construed as a breach of the contract or as justification for non-payment of the purchase price by the buyer. Where the caveat predates the agreement, the buyer is deemed to have contracted with knowledge of its existence.

Legislation cited (9)

Cases cited (26)

Cases citing this judgment (3)

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

↓ Download PDF

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

Nakalanzi Rashidah and Others v Finicon Group (U) Limited (Civil Suit No. 79 of 2020) [2025] UGCommC 298 (6 May 2025)
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.