Wakilii

Nakivubo Road Old Kampala (Kisekka) Market Vendors Limited and 5 Others v Kayita and 3 Others (Consolidated Civil Appeals 266 of 2017; Consolidated Civil Appeals 297 of 2017) [2023

Court of Appeal · [2023] UGCA Appeal Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Consolidated civil appeals from a High Court (Civil Division) decision allowing an application for judicial review
Decision
Appeal partly allowed; High Court judicial review 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 trial judge exceeded her jurisdiction in judicial review by substituting her own decision for that of the Registrar of Companies and confirming the respondents' board as valid; judicial review concerns the decision-making process, not the merits. It found the Registrar had accorded the respondents a fair hearing, that all meetings convened by the respondents were illegal for want of proper requisition, notice and quorum under the Companies Act 2012 and the company's Articles, and that resolutions from such meetings had no legal force. The addendum merely enlarged time under section 96 CPA and was proper. The appeal partly succeeded; the High Court judicial review order was set aside and the application dismissed.

Outcome

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

Facts

The 1st appellant was a company limited by guarantee with about 2,000 members. Its board, led by the 2nd appellant, entered a construction contract with Roko Construction Ltd. In February 2015, the respondents convened a meeting purporting to appoint a new board and passed a vote of no confidence in the existing board, then notified the Registrar of Companies. Following complaints from both camps, the Registrar of Companies, after inviting documents and hearing the parties, ruled on 21 April 2015 that the respondents' meeting was null and void for breaching section 139 of the Companies Act, and confirmed the 2nd appellant's board as lawful. On 16 June 2015 the Registrar maintained the status quo after the respondents held a further irregular meeting on 21 May 2015. The respondents filed for judicial review on 22 July 2015 seeking certiorari, mandamus and prohibition. The High Court allowed the application, quashed the Registrar's decisions, confirmed the respondents' board as valid interim board, and directed a special general meeting; a subsequent 23 November 2017 meeting was also convened.

Issues

  1. Whether the trial judge exceeded her jurisdiction in judicial review proceedings by substituting her own decision for that of the Registrar of Companies and confirming the respondents' board 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, 21 May 2015, and 23 November 2017 were lawfully convened under the Companies Act and the company's Articles of Association.
  4. Whether the trial judge became functus officio after signing off her ruling and thereafter improperly added orders by way of an addendum and further applications.
  5. Whether the preliminary objections to the competence of the appeal could be raised without leave of court.

Orders

  • The ruling and orders of the lower Court are set aside, and the Court substitutes instead an order dismissing the respondents' judicial review application in the trial Court.
  • Since 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 — No Power to Substitute Decision of Statutory Body
In judicial review proceedings the High Court has no jurisdiction to alter or substitute its own decision for that of a statutory or public body properly charged with power of decision-making; the court is concerned with the manner in which the decision was made, not with the correctness of the decision itself.
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 — Company Meetings — Requisition, Notice and Quorum — Members' Power to Convene Meetings
Members of a company may only convene a general meeting other than through the board by depositing a valid requisition under section 139 of the Companies Act 2012; meetings held without proper requisition, adequate notice and quorum are illegal, and resolutions arising from an illegally convened meeting have no legal force.
Administrative Law — Natural Justice — Right to be Heard — Adjournment for Legal Representation
Where a party is represented by counsel and afforded an opportunity to furnish documents and address the decision-maker, the right to be heard is satisfied, and the grant of an adjournment to permit particular counsel to attend is a matter of discretion requiring sufficient cause.
Civil Procedure — Functus Officio — Enlargement of Time Under Section 96 CPA
A court that has delivered its ruling is not rendered functus officio when it merely enlarges time under section 96 of the Civil Procedure Act to give effect to an existing order, as opposed to adding new substantive orders.
Civil Procedure — Appeals — Preliminary Objections — Leave Required Under Rule 102(b)
A respondent may not raise a preliminary objection to the competence of an appeal without first obtaining leave of court under rule 102(b) of the Court of Appeal Rules or filing an application to strike out under rule 82.
Judicial Review — Remedy of Last Resort — Time Limit Under Rule 5(1)
Judicial review is a remedy of last resort to be invoked where no other remedy is available, and an application must be brought within three months of the grounds first arising under rule 5(1) of the Judicature (Judicial Review) Rules 2009 unless time is extended.

Legislation cited (23)

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)
  • Bugerere Coffee Growers Ltd v Ssebaduka and Another [1970] 1 EA 147
  • Buikwe Estate Coffee Ltd and 2 Others vs. Luhabi and Anor HCCS No. 700/1961
  • 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)

Full judgment

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

Nakivubo_Road_Old_Kampala_(Kisekka)_Market_Vendors_Limited_and_5_Others_v_Kayita_and_3_Others_(Consolidated_Civil_Appeals_266_of_2017;_Consolidated_Civil_Appeals_297_of_2017)_[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.