Wakilii

Nile Safaris Limited v Wade Adams Construction Limited (H.C.C.S 659 OF 1995)

High Court · [1995] UGHC 114 · 1995 Preliminary Objection Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to set aside exparte order for attachment before judgment
Decision
Preliminary objection dismissed with costs to the applicant

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court overruled the preliminary objection that the applicant company lacked legal capacity to bring proceedings. Following United Assurance Company Limited v Attorney General, a company board resolution is one way to authorise legal proceedings but not the only way. Whether a financial controller has authority to initiate proceedings depends on the company's constitution and cannot be determined as a preliminary point without evidence. The question of authority was premature and must be decided after hearing evidence.

Outcome

Preliminary objection dismissed with costs to the applicant

Facts

The plaintiff obtained an exparte order for attachment before judgment. The defendant applied to set aside this order. When the application came for hearing, the plaintiff's counsel raised a preliminary objection arguing that the application lacked legal capacity because it was not supported by a company board resolution as required by Article 80 Table A of the Companies Act. The affidavit in support was sworn by the defendant company's financial controller, not a managing director or company secretary. The plaintiff argued the application was therefore a nullity and should be struck out.

Issues

  1. Whether the applicant company lacked legal capacity to commence legal proceedings in the absence of a board resolution.
  2. Whether a financial controller of a company has authority to swear an affidavit in support of an application on behalf of the company.

Orders

  • Preliminary objection overruled.
  • Costs of the preliminary objection awarded to the applicant.

Rules and key headnotes

Company Law — Corporate Capacity — Authority to Commence Legal Proceedings — Board Resolution Requirement
A company board resolution is one way of authorising the commencement of legal proceedings on behalf of a company, but it is not the only way unless the law specifically requires a resolution, which it does not for instituting actions.
Company Law — Corporate Officers — Authority of Financial Controller — Initiating Legal Proceedings
Whether a financial controller or other officer of a company has legal capacity to initiate proceedings on behalf of the company depends on the constitution of that particular company and cannot be decided as a preliminary point of law without hearing evidence.
Civil Procedure — Preliminary Objections — Premature Objections — Questions Requiring Evidence
It is premature to decide a question of lack of authority to institute proceedings as a preliminary point of law where the determination depends on evidence regarding the company's constitution and internal procedures.

Legislation cited (6)

Cases cited (5)

  • Uwagole's case
  • United Assurance Company Limited v Attorney General (Civil Appeal No. 1 of 1986)
  • Bugerere Coffee Growers Limited v Sebaduka and another (1970 EA 147)
  • Emo Plastics International 1971 EA 432
  • Ravichand Kakubhai Nadia v Kakubhai Kilidas and Co (Supreme Court Civil Appeal No. 10 of 1994)

Full judgment

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

Nile Safaris Limited v Wade Adams Construction Limited (H.C.C.S 659 OF 1995) [1995] UGHC 114 (30 August 1995)
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.