Wakilii

Nan Ya Plastic Corporation v Uganda Revenue Authority Another [2025] UGCOMMC 9

High Court · 2025 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Originating motion by unpaid seller seeking repossession of goods and declarations as to ownership and lien
Decision
Application granted. 31 containers to be released to the Applicant subject to payment of taxes. 2nd Respondent to pay Applicant the value of 10 containers already released and all associated costs.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court held that the contract for the sale of goods to Marubeni Uganda Limited was void ab initio because the consignee was a fictitious non-existent entity and the Applicant had intended to deal with Marubeni Europe PLC which did not place the order. The 2nd Respondent participated in a fraudulent scheme to obtain the goods and did not acquire title. The Applicant retained title to the remaining 31 containers and was entitled to their release upon payment of relevant taxes. The 2nd Respondent was ordered to pay the Applicant the value of 10 containers already released and to bear all costs.

Outcome

Application granted. 31 containers to be released to the Applicant subject to payment of taxes. 2nd Respondent to pay Applicant the value of 10 containers already released and all associated costs.

Facts

The Applicant, a Taiwanese manufacturer and exporter, was contacted in January 2024 by someone purporting to represent Marubeni Europe PLC who ordered 861,000 kg of PET resin to be consigned to Marubeni Uganda Limited. The goods were shipped in 41 containers valued at USD 1,059,030 with payment to be made within 60 days of delivery. Upon non-payment, the Applicant discovered that Marubeni Uganda Limited was a fictitious non-existent entity not registered with URSB and that Marubeni Europe PLC had never placed the order. Ten containers had been released from Liberty ICD to the 2nd Respondent who sold them. The remaining 31 containers were held by the 1st Respondent (URA). Evidence including police statements suggested the 2nd Respondent was behind or part of the fraudulent scheme. The 2nd Respondent claimed to have purchased the goods for USD 1.25 million in cash from Marubeni Uganda Limited.

Issues

  1. Whether the goods under bills of lading TWN0844037 and TWN0844048 are the property of the Applicant.
  2. Whether, if not the property of the Applicant, the goods are subject to a lien in favour of the Applicant as an unpaid seller.
  3. Whether fraud can be proved by affidavit evidence.
  4. Whether the 2nd Respondent was part of a fraudulent scheme to obtain the goods without providing consideration.
  5. Whether the contract for the sale of goods was void ab initio due to mistake as to the identity of the contracting party and/or the non-existence of the consignee.

Orders

  • It is declared that the consignee Marubeni Uganda Limited under bills of lading TWN0844037 & TWN0844048 is a fictitious non-entity.
  • The goods stored in 10 containers at Liberty ICD are the property of the Applicant and shall, subject to payment of relevant taxes, be released to the Applicant.
  • The 2nd Respondent shall pay to the Applicant the value of the 10 containers which were released to the 2nd Respondent and sold by him.
  • The 2nd Respondent pays any outstanding costs to date attributed to the suit goods.
  • The 2nd Respondent meets the Applicant and 1st Respondent's costs of the suit.
  • The Registrar is directed to notify the parties in Originating Summons 21 of 2024 of this decision.

Rules and key headnotes

Contract Formation — Capacity to Contract — Non-Existent Legal Entities
A contract purportedly entered into by a non-existent legal entity is void ab initio as there can be no valid contract where one of the purported parties lacks capacity to contract by reason of non-existence.
Mistake as to Identity — Void Contracts — International Trade
Where a seller intends to deal with a specific reputable entity and is induced by fraud to believe they are contracting with that entity when in fact they are not, the contract is void ab initio for operative mistake as to identity where the identity of the contracting party was of crucial importance, following the principles in Cundy v Lindsay and Shogun Finance Ltd v Hudson.
Bills of Lading — Nature and Effect — Transfer of Title
A bill of lading is not a negotiable instrument like a bill of exchange. An endorsee of a bill of lading cannot obtain better title than the endorser possessed. If the endorser has no valid title in the goods, they cannot pass title to the endorsee regardless of the endorsee's good faith or valuable consideration, following Curney v Behrend.
Passing of Property — CIF Contracts — Void Contracts
In a CIF contract, property generally passes upon transfer of documents and payment of the purchase price, but where the underlying contract of sale is void ab initio, no property passes to the purported buyer and the seller retains title to the goods.
Proof of Fraud — Affidavit Evidence — Cross-Examination
Fraud may be proved by affidavit evidence where (a) the applicable procedure provides for affidavit evidence or (b) there is incontrovertible evidence of fraud, and where deponents are subjected to cross-examination under Order 19 rule 2 CPR to test the affidavit evidence by strict proof.
Nemo Dat Quod Non Habet — Transfer of Title from Non-Owner
A seller cannot confer on a buyer better title in goods than the seller themselves possesses. Where the seller has no title, the buyer acquires no title, unless the owner is by conduct precluded from denying the seller's authority or a statutory exception applies, codifying the principle nemo dat quod non habet per Sale of Goods Act s.29.
Fraud — Ex Turpi Causa — Recovery of Property Obtained by Fraud
A party who obtains property or benefits through participation in fraud cannot enforce claims related to that property where to do so would offend public policy, applying the principle ex turpi causa non oritur actio.

Legislation cited (13)

Cases cited (54)

  • Hong Ziyun v Chan Kwa Ming (2019) HKCFI 2125
  • Occidental Exploration & Production Company v The Republic Of Ecuador (2005) EWCA Civ 1116
  • Enka v Chubb (2020) UKSC 38
  • Spiliada Maritime v Consulex (1987) 1 AC 460
  • Silver v Ocean Steamship Co (1930) 1 KB 416
  • The Ardennes (1951) 1 KB 55
  • Cho Yang Shipping Co Ltd v Coral (UK) Ltd (1997) 2 Lloyd's rep 641
  • Curney v Behrend (1854) 3 E&B 262
  • The Kronprinsessan Margareta (1921) 1 AC 486
  • Ross T Smyth and Co. Ltd v TD Bailey, Son and Co (1940) 3 ALL ER 60
  • Equinox Global Trading v Panaphina (High Court Civil Suit No. 570 of 1999)
  • Copyline Ltd v Rapid Shipping & Freight (U) Ltd (High Court Civil Suit No. 314 of 2008)
  • Kenfreight (U) Ltd v Leather Industries (U) Ltd (High Court Civil Suit No. 119 of 2000)
  • The Glenroy (1945) 170 LT 273
  • The Albazero (1977) AC 774
  • Kwei Tek Chao v British Traders and Shippers Ltd (1954) 1 ALL ER 779
  • Lubega Ivan v Pius Mayanja (High Court Civil Suit No. 725 of 2022)
  • Greenboat Entertainment Limited v City Council of Kampala (High Court Civil Suit No. 580 of 2003)
  • Cundy v Lindsay (1874-89) ALL ER Rep 1149
  • Phillips v Brooks (1919) 2 KB 243
  • Lewis v Averay (1971) EWCA Civ 4
  • Ingram v Little (1961) 1 QB 31
  • Shogun Finance Ltd v Hudson (2003) UKHL 62
  • Newbourne v Sensolid (Great Britain) Ltd (1954) 1 QB 45
  • The Starsin (2004) 1 AC 715
  • Associated Japanese Bank (International) Ltd v Crédit du Nord SA [1989] 1 WLR 255
  • Fawcett v Star Car Sales Ltd (1960) NZLR 406
  • Mifumi (U) Ltd & 12 Ors v AG & Kenneth Kakuru (Constitutional Petition No. 12 of 2007)
  • Gbaniyi Osafile and John Emeri v Paul Odi and Okwumaso Nwaje (Supreme Court No. 149 of 1987)
  • Turkish Airlines Inc v KK Fresh Foods & Ors (High Court Civil Suit No. 221 of 2023)
  • Yahaya Walusimbi v Nakalanzi Justine (Court of Appeal Civil Appeal No. 386 of 2018)
  • Stephen Wandera v Goodman Agencies Limited (High Court Miscellaneous Application No. 680 of 2021)
  • Semanda Godfrey & Anor v Lake Wamala Farm Limited & Ors (High Court Miscellaneous Application No. 1 of 2021)
  • Management Committee of Buwenda Primary School v Wanyama Peter & Ors (High Court Miscellaneous Cause No. 212 of 2021)
  • Christine Hope Kayima v Mercentile Credit Bank & Anor (High Court Miscellaneous Cause No. 85 of 2021)
  • Lt. Gen. (Rtd) Henry Tumukunde v Attorney General and Grace Akullo (High Court Miscellaneous Application No. 489 of 2020)
  • Epimac Kagoro v Samalien Properties Limited & Ors (High Court Miscellaneous Application No. 90 of 2020)
  • Mathias Konde v Byarugaba Moses & Anor (High Court Civil Suit No. 66 of 2007)
  • Lazarus Estates Ltd v Beasley [1956] 1 Q.B. 702
  • Dan Kyobe v Daniel Kibuuka-Musoke & Anor (High Court Civil Suit No. 108 of 2011)
  • Fredrick Zaabwe v Orient Bank (Supreme Court Civil Appeal No. 4 of 2006)
  • Malkara Birlik Sut Ve Sut Mamulleri AS v Sky Rocket Agency Co. Ltd & Ors (High Court Civil Suits Nos. 240, 305, 345 of 2023)
  • Were Fred v Kaga Limited (High Court Civil Suit No. 530 of 2004)
  • Ecobank Uganda Limited v Fone Plus Limited & Ors (High Court Civil Suit No. 776 of 2021)
  • Flugence Mungereza & Anor v Ponsiano Lwakataka & Anor (High Court Miscellaneous Application No. 217 of 2020)
  • Booth Steamship Co Ltd v Cargo Fleet Iron Co. Ltd (1916) 2 KB 579
  • Nippon Yusen Kaisha v Ramjiban Serougee (1938) AC 429
  • Toll Holdings v Stewart (2016) FCA 256
  • Mourdunt v British Oil & Cake Mills (1910) 2 KB 502
  • Mount Ltd v Jay (1960) 1 QB 159
  • Karim Moding v Sulaiman Kabega (High Court Civil Appeal No. 35 of 2015)
  • AK-PA Teskil v DXP Enterprises Limited (High Court Civil Suit No. 1246 of 2023)
  • Jamba Soita v David Salaam (High Court Civil Suit No. 400 of 2005)
  • Ecumenical Church Loan Fund v John Bwiza & Ors (High Court Civil Suit No. 614 of 2004)

Full judgment

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Nan Ya Plastic Corporation v Uganda Revenue Authority Another 2025 UGCommC 9 (27 January 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.