Wakilii

Ndiyo Holdings Ltd. v Summit Projekt Ltd. (Civil Suit No. 0788 of 2019)

High Court · [2025] UGCOMMC 90 · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of debt arising from subcontract for road maintenance works
Decision
Judgment entered in favour of the plaintiff with recovery of debt, general damages, interest, and costs

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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

The court held that the defendant was indebted to the plaintiff in the sum of UGX 350,544,760 for road maintenance works performed under a subcontract. The defendant's execution of a Memorandum of Understanding acknowledging the debt and agreeing to pay upon receipt of the final certified invoice from the client created a binding obligation. The court rejected the defendant's argument that payment had been made through a third party director, finding no evidence that the director received funds on behalf of the plaintiff company. The plaintiff was entitled to recover the debt on the principle of quantum meruit.

Outcome

Judgment entered in favour of the plaintiff with recovery of debt, general damages, interest, and costs

Facts

On 2 May 2015, the defendant subcontracted the plaintiff for road maintenance works valued at UGX 995,509,000. After partial performance, the relationship broke down. A joint field monitoring visit was conducted with a third party to determine the value of work done. On 10 May 2016, the parties executed a Memorandum of Understanding acknowledging that UGX 350,544,760 was due to the plaintiff for work in progress and would be paid when the client paid the final certified invoice. The remaining works were completed by Rhinomart Enterprises Ltd, whose director was also a director of the plaintiff company. The defendant paid Rhinomart in full but did not remit the agreed sum to the plaintiff. The defendant argued that payment had been made through the shared director, but the plaintiff disputed this and sued for recovery of the debt.

Issues

  1. Whether the Defendant is indebted to the Plaintiff in the sums claimed.
  2. What remedies are available to the parties?

Orders

  • The Plaintiff should be paid a sum of UGX 350,544,760 as money due and owing by the Defendant.
  • The Plaintiff is awarded general damages of UGX 50,000,000.
  • The Plaintiff is awarded interest at a rate of 18% per annum on UGX 350,544,760 from the date of filing the suit until payment in full.
  • The Plaintiff is awarded interest on the damages at a rate of 18% per annum from the date of judgment until payment in full.
  • The Plaintiff is awarded the costs of the suit.

Rules and key headnotes

Contract Law — Quantum Meruit — Recovery for Partial Performance
Where a party has substantially performed contractual works and the other party acknowledges indebtedness in a written memorandum of understanding, the performing party is entitled to recover the agreed sum on the principle of quantum meruit, and the other party cannot escape payment for services from which it benefited.
Contract Law — Parol Evidence Rule — Variation of Written Terms
Where parties have reduced their agreement to writing, oral evidence cannot be relied upon to vary or explain the terms of the written contract. The court must interpret the written agreement as a whole without isolating certain phrases.
Company Law — Separate Legal Personality — Acts of Directors
After incorporation, a company becomes a separate legal entity from its directors and shareholders. Unless expressly indicated, a director's receipt of money on behalf of one company cannot bind another company in which he also holds directorship. The actions of a director are not automatically attributable to all companies with which he is associated.
Civil Procedure — Summary Suits — Transformation to Ordinary Suits
Where a suit commences as a summary suit and the defendant is granted leave to appear and defend, the suit is ipso facto transformed into an ordinary suit. The summary procedure is valid only as long as the defendant is denied leave to file a defence. Once leave is granted, alleged defects in the affidavit supporting the specially endorsed plaint become inconsequential.
Civil Procedure — Pleadings — Reply to Written Statement of Defence
A reply to a written statement of defence is a pleading under the Civil Procedure Rules. A plaintiff is entitled to make prayers for relief in the reply, and the defendant has the opportunity to respond to such claims. Courts are not confined to reliefs sought only in the plaint where additional reliefs are properly pleaded in the reply.
Contract Law — General Damages — Assessment for Breach
In assessing general damages for breach of contract, courts consider the value of the subject matter, the economic inconvenience suffered by the aggrieved party, and the nature and extent of the breach. Where funds have been withheld for an extended period, an award of general damages is appropriate to compensate for inconvenience, suffering, and loss of use of the funds.
Contract Law — Interest — Award and Calculation
Under Section 26(2) of the Civil Procedure Act, courts may award three types of interest: interest on the principal sum for any period prior to filing suit, interest from the date of filing suit to the date of decree, and interest on the aggregate sum from the date of decree to payment in full. The purpose of interest is restitutio in integrum — to restore the plaintiff as nearly as possible to the position he would have been in had the injury not occurred. Courts should consider prevailing inflation and currency depreciation in setting interest rates.

Legislation cited (6)

Cases cited (16)

  • MHK Engineering Services (U) Ltd v Macdowell Ltd (HCMA No. 825 of 2018)
  • Shipping GL (U) Ltd v P.N Mashru Ltd (HCMA No. 1099 of 2017)
  • ABC Impex Africa (U) Ltd v Haruna Enterprises (Civil Suit No. 899 of 2017)
  • Dhanani Moezali v Moez Ramani (Civil Suit No. 416 of 2001)
  • Ben Kavuya and Another v David Wakanyira (SCCA No. 31 of 2021)
  • David May v Busitema Mining Cie Ltd (CACA No. 92 of 2010)
  • Salomon v A Salomon and Co Ltd [1897] AC 22
  • Underwood Ltd v Bank of Liverpool and Martins Ltd [1924] 1 KB 775
  • Uganda Commercial Bank v Kigozi [2002] 1 EA 305
  • Lwanga v Centenary Bank [1999] EA 175
  • Riches v Westminster Bank Ltd [1947] 1 All ER 469
  • Tate & Lyle Food and Distribution Ltd v Greater London Council [1981] 3 All ER 716
  • Mohanlal Kakubhai Radia v Warid Telecom Ltd (HCCS No. 234 of 2011)
  • J.K. Patel v Spear Motors Ltd (Civil Appeal No. 4 of 1991)
  • Uganda Development v Muganga Constructions [1981] HCB 35
  • Fang Min v Belex Tours & Travel Ltd (SCCA No. 6 of 2023)

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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

Ndiyo Holdings Ltd. v Summit Projekt Ltd. (Civil Suit No. 0788 of 2019) [2025] UGCommC 90 (13 May 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.