Wakilii

Nakivubo Road Old Kampala (Kisekka) Market Vendors Limited and 5 Others v Kayita and 3 Others [2023] UGCA 352

Court of Appeal · 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 partly allowed; High Court ruling set aside and 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 the High Court exceeded its jurisdiction in judicial review by substituting its own decision for that of the Registrar of Companies and declaring the respondents the valid board of directors; judicial review concerns the decision-making process, not the correctness of the decision, and courts cannot interfere in a company's internal management. The Registrar had afforded the respondents a fair hearing. All meetings convened by the respondents (7 February 2015, 21 May 2015 and 23 November 2017) were illegal for want of proper requisition, notice and quorum under the Companies Act and Articles. The trial judge was not functus officio in merely enlarging time under section 96 CPA. The appeal succeeded in part; the judicial review application was dismissed.

Outcome

Appeal partly allowed; High Court ruling set aside and respondents' judicial review application dismissed

Facts

The 1st appellant is a company limited by guarantee with about 2000 members, managed by a board led by the 2nd appellant. In February 2015, some persons including the respondents convened a meeting purporting to appoint a new board and passed a vote of no confidence in the existing board, notifying the Registrar of Companies. Both camps complained to the Registrar. After investigation and a hearing on 21 April 2015, the Registrar of Companies ruled the respondents' extraordinary meeting null and void for breaching section 139 of the Companies Act (requisition, quorum, notice) and confirmed the 2nd appellant's board as lawful. The respondents held further meetings in May 2015 and registered resolutions with the Registrar of Documents; the Registrar of Companies maintained the status quo on 16 June 2015. The respondents filed for judicial review, which the High Court allowed on 18 August 2015, declaring the respondents' board valid in interim capacity and directing a special general meeting. Subsequent applications and a meeting on 23 November 2017 followed. The appellants appealed.

Issues

  1. Whether the preliminary objections to the competence of the appeal could be raised without leave of court and whether the notices of appeal were defective.
  2. Whether the High Court, in judicial review proceedings, had jurisdiction to substitute its own decision for that of the Registrar of Companies by declaring the respondents' board the valid board of directors.
  3. Whether the Registrar of Companies accorded the respondents a fair hearing before making the impugned decisions.
  4. Whether the respondents' meetings of 7 February 2015, 21 May 2015 and 23 November 2017 were validly convened under the Companies Act and the company's Articles of Association.
  5. Whether the trial judge became functus officio when she added an addendum extending time to hold a meeting.
  6. Whether the trial judge erred in importing issues of property ownership into the judicial review ruling.

Orders

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

Rules and key headnotes

Judicial Review — Scope of Supervisory Jurisdiction — Court Cannot Substitute Its Own Decision for That of a Statutory Decision-Maker
In judicial review proceedings the High Court is concerned with the manner in which a decision was made, not its correctness, and has no jurisdiction to substitute its own decision for that of the statutory or public body properly charged with the power of decision-making.
Company Law — Internal Management — Courts Will Not Interfere in Election of Directors
A court has no jurisdiction to interfere in matters relating to the internal management of a company; the election of members of the Board of Directors is a preserve of the members of the company at a general meeting.
Company Law — Convening of Meetings — Members' Power Conditional on Valid Requisition, Notice and Quorum
Members of a company may only lawfully convene an extraordinary general meeting under section 139 of the Companies Act 2012 by depositing a valid requisition with the directors; a meeting held without proper requisition, adequate notice and the required quorum is illegal and any resulting resolutions have no legal force.
Administrative Law — Natural Justice — Fair Hearing Afforded Where Party Given Opportunity to Furnish Documents and Address Decision-Maker
A party is afforded a fair hearing where it is invited to furnish relevant documents and is present, through counsel and in person, to address the decision-maker; a lawyer holding another's brief is taken to have sufficient information to represent the client, and refusal of an adjournment is a proper exercise of discretion where the circumstances do not warrant one.
Civil Procedure — Functus Officio — Enlargement of Time to Give Effect to an Existing Order
A judge who enlarges time under section 96 of the Civil Procedure Act to give effect to an existing order does not thereby add a new order and is not acting after becoming functus officio.
Civil Procedure — Preliminary Objections on Appeal — Leave Required Under Rule 102(b)
A respondent cannot, without leave of court, raise a preliminary objection to the competence of an appeal that could have been raised by application to strike out under rule 82; such objection requires a formal application or prior leave under rule 102(b) of the Court of Appeal Rules.
Judicial Review — Time Limits — Remedy of Last Resort Brought Within Three Months
Judicial review is a remedy of last resort to be invoked where no other remedy is available and must be brought within three months from the date the grounds first arose under rule 5(1) of the Judicature (Judicial Review) Rules 2009, absent an extension of time.

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 v 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. 15 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 v Ssebaduka and Another [1970] 1 EA 147
  • Buikwe Estate Coffee Ltd and 2 Others v Luhabi and Another (Civil Suit No. 700 of 1961)

Full judgment

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Nakivubo Road Old Kampala (Kisekka) Market Vendors Limited and 5 Others v Kayita and 3 Others 2023 UGCA 352 (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.