Wakilii

Nakivubo Road Old Kampala (Kisekka) Market Vendors Limited and 5 Others v Kayita and 3 Others (Civil Appeal No. 266 of 2017)

Court of Appeal · [2023] UGCA 84 · 2023 Appeal Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Consolidated civil appeals from High Court decision allowing an application for judicial review
Decision
Appeal allowed in part; High Court judicial review ruling and orders set aside and the respondents' judicial review application dismissed

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The Court of Appeal held that in judicial review the High Court examines the decision-making process, not the correctness of the decision, and has no jurisdiction to substitute its own decision or interfere in the internal management of a company. The trial judge exceeded her jurisdiction by confirming the respondents' board as valid. The Registrar of Companies had accorded the respondents a fair hearing, and the meetings convened by the respondents were illegal for non-compliance with section 139 of the Companies Act on requisitioning meetings and quorum requirements. The appeal succeeded in part; the High Court's judicial review orders were set aside and the application dismissed.

Outcome

Appeal allowed in part; High Court judicial review ruling and orders set aside and the respondents' judicial review application dismissed

Facts

The 1st appellant is a company limited by guarantee with about 2000 members running Kisekka Market. Its board, led by the 2nd appellant, entered a construction contract with ROKO Construction Ltd in 2015. In February 2015 the respondents convened a meeting purporting to appoint a new board and passed a vote of no confidence, then notified the Registrar of Companies of the changed directorship. Both camps petitioned the Registrar of Companies, who investigated and on 21 April 2015 ruled the respondents' meeting null and void for violating section 139 of the Companies Act, confirming the 2nd appellant's board as lawful. The respondents convened further meetings and registered resolutions under the Registration of Documents Act. On 16 June 2015 the Registrar maintained the status quo. The respondents filed a judicial review application which the High Court allowed, confirming the respondents' board and making related orders. The appellants appealed.

Issues

  1. Whether the trial judge exceeded her jurisdiction in judicial review by substituting her own decision for that of the Registrar of Companies and confirming the respondents as the valid Board of Directors.
  2. Whether the Registrar of Companies accorded the respondents a fair hearing before making the impugned decisions.
  3. Whether the meetings convened by the respondents on 7 February 2015 and 21 May 2015 complied with the Companies Act and the company's Articles and Memorandum of Association.
  4. Whether the trial judge became functus officio after signing her ruling and had power to add an addendum extending time.
  5. Whether the meeting of 23 November 2017 convened by the respondents was lawful and its resolutions binding.
  6. Whether the respondents were incompetent appellants and the preliminary objections should be upheld.

Orders

  • The ruling and orders of the lower Court are set aside, and an order dismissing the respondents' judicial review application in the trial Court is substituted.
  • The appellants are granted 4/5 of the costs of the appeal and in the court below.

Rules and key headnotes

Judicial Review — Scope of Supervisory Jurisdiction — No Power to Substitute Decision of Statutory Body
In judicial review proceedings the High Court is concerned with the manner in which a decision was made and not with its correctness; it has no jurisdiction to substitute its own decision for that of a statutory or public body properly charged with the power of decision-making.
Company Law — Internal Management — Court Non-Interference — Election of Directors
A court has no jurisdiction to interfere in matters relating to the internal management of a company, as the election of members of the Board of Directors is a preserve of the members at a general meeting.
Company Law — Convening Meetings — Requisition by Members — Section 139 Companies Act
Members of a company may lawfully convene a general meeting only in accordance with section 139 of the Companies Act, by depositing a signed requisition stating the objects of the meeting at the registered office; resolutions arising from an illegally convened meeting have no legal force.
Company Law — General Meetings — Quorum Requirements
Where a company's Articles require a quorum of 50% of members present in person, a meeting lacking such quorum is not a lawful meeting and its deliberations, minutes and resolutions cannot bind the company.
Administrative Law — Natural Justice — Right to be Heard — Adjournment Discretion
The right to be heard is satisfied where parties are invited, furnish documents and are represented and heard; the granting of an adjournment is an exercise of discretion requiring sufficient cause, and a decision-maker is not required to adjourn merely because a particular advocate is unavailable.
Civil Procedure — Functus Officio — Enlargement of Time under Section 96 CPA
A judge does not become functus officio by enlarging time to give effect to an existing order; under section 96 of the Civil Procedure Act the court may enlarge a period for doing an act even after it has expired, and doing so adds no new order.
Civil Procedure — Preliminary Objections — Competence of Appeal — Leave Required under Rule 102(b)
A respondent may not, without leave of court, raise a preliminary objection to the competence of an appeal which might have been raised by application to strike out under the Court of Appeal Rules.

Legislation cited (21)

Cases cited (16)

  • Kifamunte Henry v Uganda (Criminal Appeal No. 10 of 1997)
  • Gaba Beach Hotel Ltd v Cairo International Bank Ltd (Civil Application No. 34 of 2003)
  • Professor Syed Huq v The Islamic University in Uganda (Civil Appeal No. 47 of 1995)
  • Stephen Mabosi v Uganda Revenue Authority (Civil Appeal No. 16 of 1995)
  • Utex Industries Ltd v Attorney General (Civil Application No. 52 of 1995)
  • Managing Director National Social Security Fund and 195 Others v Uganda Telecom Limited (Civil Appeal No. 76 of 2018)
  • Attorney General v Tinkasimiire and Others (Civil Appeal No. 208 of 2013)
  • Paulo Kamya v Kampala District Land Board and Nazarali Panjwani (Civil Appeal No. 6 of 2013)
  • Chief Constable of North Wales Police vs. Evans (1982) 1 WLR 1155
  • Kwesiga Derrick v Prof. John Kigundu (Miscellaneous Application No. 1137 of 2017)
  • Betuco (U) Ltd and Another v Barclays Bank of Uganda Ltd and 3 Others (Civil Appeal No. 1 of 2018)
  • Famous Cycle Agencies Ltd and Others v Mansukhlal Ramji Karia and Others (Civil Appeal No. 16 of 1994)
  • Vambeco Enterprises Ltd v DHL Global Forwarding (U) Ltd and Another (Civil Appeal No. 2003 of 2015)
  • Attorney General v Florence Baliraine (Civil Appeal No. 79 of 2003)
  • Bugerere Coffee Growers Ltd vs. Ssebaduka and Anor [1970] 1 EA 147
  • Buikwe Estate Coffee Ltd and 2 Others vs. Luhabi and Anor HCCS No. 700/1961

Full judgment

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Nakivubo Road Old Kampala (Kisekka) Market Vendors Limited and 5 Others v Kayita and 3 Others (Civil Appeal No. 266 of 2017) [2023] UGCA 84 (13 March 2023)
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.