Wakilii

Nanam Aviation (U) Ltd v Mukula & Anor (Civil Suit No. 309 of 2008)

High Court · [2013] UGCOMMC 156 · 2013 Suit Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract and refund of monies paid
Decision
Both the plaintiff's suit and the defendants' counterclaim dismissed

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

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

Held that the first defendant could not be held personally liable for obligations under a contract between the plaintiff and the second defendant company, as he signed only in his capacity as director. The suit against the first defendant was dismissed. Regarding the second defendant, the court found that the aircraft rental agreement had been terminated by the plaintiff, who demanded refund of monies paid. The court examined each payment claimed but found none of them constituted money paid but not due at termination under clause L(2) of the contract. Both the plaintiff's suit and the defendants' counterclaim were dismissed, with each party to bear its own costs.

Outcome

Both the plaintiff's suit and the defendants' counterclaim dismissed

Facts

In May 2008, the plaintiff sought to hire two aircraft for its Southern Sudan transport business and met the first defendant, who requested the business be given to his company, the second defendant. An aircraft rental agreement dated 28 May 2008 was executed between the plaintiff and the second defendant company for the lease of two aircraft for two years. The plaintiff paid USD 254,005 to the second defendant. Two Cessna aircraft were delivered on 12 July 2008. On 8 August 2008, an incident occurred in Boma, Southern Sudan, where pilots were allegedly forced to land on an inadequate airstrip with a muddy, wet runway, causing damage to one aircraft. Both aircraft were withdrawn and flown to South Africa for repairs. The second defendant offered alternative aircraft, which the plaintiff rejected. The plaintiff instead demanded a refund of monies paid and claimed additional damages for expenses incurred, including accommodation for pilots. The second defendant counterclaimed for specific performance of the contract.

Issues

  1. Whether the defendants breached any agreement that was signed between the parties?
  2. What are the remedies available to the parties?

Orders

  • The suit against the first defendant is dismissed.
  • The plaintiff's suit against the second defendant is dismissed.
  • The defendants' counterclaim is dismissed.
  • Each party shall bear its/his own costs of the plaintiff's suit and the defendants' counterclaim.

Rules and key headnotes

Company Law — Veil of Incorporation — Personal Liability of Directors
A director who signs a contract on behalf of a company in his capacity as director cannot be held personally liable for the company's obligations under that contract unless grounds for lifting the veil of incorporation are pleaded and proved.
Contract Law — Privity of Contract — Third Party Rights
Only a person who is a party to a contract may sue on it or be held liable under it. A third party cannot enforce a contract to which he is not privy, even if he may have benefited from it or negotiated its terms.
Civil Procedure — Admissions in Pleadings — Facts Admitted Need Not Be Proved
Under section 57 of the Evidence Act, facts admitted in pleadings need not be proved, and a party cannot later object to a document that forms the basis of their own pleadings and counterclaim.
Contract Law — Termination — Refund of Monies Under Termination Clause
Upon termination of a contract, a party is only entitled to refund of amounts received but not due. Amounts properly expended or incurred in the ordinary performance of the contract before termination are not recoverable as special damages.
Contract Law — Breach — Burden of Proof of Damages
Special damages must be strictly pleaded and proved by credible evidence. The burden is on the party claiming damages to prove both the breach and the quantum of loss suffered.

Legislation cited (11)

Cases cited (10)

  • Curie v Misa (1875) LR 10 Exch 153
  • Coptcot v Godfrey Sentongo and another (High Court Civil Suit No. 0118 of 2008)
  • Proline Soccer Academy versus Lawrence Mulindwa and 4 others
  • Kiga Lane Hotel Limited v UEDCL (High Court Civil Suit No. 557 of 2004)
  • Lukyamuzi James v Akright Project Ltd and Anatoli Kamugisha (High Court Civil Suit No. 319 of 2002)
  • Lubega Matovu v Mikwano Investments Limited (Miscellaneous Application No. 156 of 2012)
  • Wakiso Cargo Transporters Company Ltd v Wakiso District Local Government Council and the Attorney General (High Court Civil Suit No. 0070 of 2004)
  • Shiv Construction Co Ltd v Endesha Enterprises Ltd [1999] 1 EA 329
  • Newborne v Sensolid [1954] 1 QB 45
  • Scruttons v Midland Silicones Ltd [1962] 1 ALL ER 1

Full judgment

↓ Download PDF

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

Nanam Aviation (U) Ltd v Mukula & Anor (Civil Suit No. 309 of 2008) [2013] UGCommC 156 (13 September 2013)
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.