Wakilii

Obuntu Consulting Ltd v Plan Build Technical Services Ltd (HCT-00-CC-CS 173 of 2014)

High Court · [2014] UGCOMMC 126 · 2014 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to dismiss suit on ground that plaint discloses no cause of action against applicant
Decision
Suit dismissed against the applicant as an agent of a disclosed principal

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the applicant was an agent of disclosed principals (the 1st and 2nd defendants) under a building contract. Clauses 3.1 and 3.1(a) of the agreement established that the consultant acted on behalf of the employer and was deemed to act for the employer. Where the principal is disclosed, the agent cannot be sued in respect of the principal's breach of contract. The suit against the applicant was dismissed with costs.

Outcome

Suit dismissed against the applicant as an agent of a disclosed principal

Facts

The respondent entered into a building contract on 6 December 2012 with the 1st and 2nd defendants for construction of a workshop/warehouse. The 1st defendant appointed the applicant as its consultant for the project. When the contract was signed, the applicant also signed and applied its seal with the words "sealed for and on behalf of Obuntu Consulting Ltd". The 1st and 2nd defendants allegedly fell into arrears in payment for work executed by the respondent. The respondent sued all three parties for breach of contract. The applicant filed an application contending that the plaint disclosed no cause of action against it because it was merely an agent of the 1st defendant, a disclosed principal, and could not be held liable for the principal's breach.

Issues

  1. Whether the plaint disclosed a cause of action against the applicant.
  2. Whether the applicant was an agent of a disclosed principal and therefore not liable to be sued.
  3. Whether the applicant signed the building contract in its personal capacity or as agent for the 1st and 2nd defendants.

Orders

  • Application allowed.
  • Suit against the applicant dismissed.
  • Costs of the application awarded to the applicant.

Rules and key headnotes

Civil Procedure — Preliminary Objections — Disclosure of Cause of Action — Requirements
For a plaint to disclose a cause of action, three requirements must be fulfilled on the face of the plaint: (1) did the plaintiff enjoy a right; (2) was the right violated; (3) is the defendant liable. If any requirement is missing, the plaint is a nullity and ought to be struck out.
Civil Procedure — Disclosure of Cause of Action — Court's Assessment Limited to Plaint and Annextures
In determining whether a cause of action has been disclosed, the court must look only at the plaint and its annextures, nowhere else.
Contract Law — Agency — Disclosed Principal — Liability of Agent
Where the principal is disclosed, the agent cannot be sued in respect of the principal's breach of contract. A person who acts as a disclosed agent is not liable to the plaintiff in respect of particular transactions entered into on behalf of the principal.
Contract Law — Agency — Determination of Agency Relationship from Contract Terms
Where a contract provides that a consultant shall carry out duties assigned under the contract and that when carrying out duties or exercising authority the consultant shall be deemed to act for the employer, the consultant is an agent of the employer and not an independent contracting party.

Cases cited (7)

  • Autogarage v Motokov (1971) EA 314
  • Priamit Enterprises Ltd v Attorney General (Supreme Court Civil Appeal No. 1 of 2001)
  • Kapeka Coffee Works Ltd and Another v NPART (Court of Appeal Civil Appeal No. 3 of 2000)
  • Mulindwa Birimumaso v Government Central Purchasing Corporation (Court of Appeal Civil Appeal No. 3 of 2003)
  • Totaram v Mistry Waryam Singh (Civil Appeal No. 15 of 1933)
  • Friendship Container Manufacture Ltd v Mitchell Cotts (K) Ltd (2001) 2 EA 338
  • Ram v Singh (1933) 5 ULR 76

Full judgment

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

Obuntu Consulting Ltd v Plan Build Technical Services Ltd (HCT-00-CC-CS 173 of 2014) [2014] UGCommC 126 (2 September 2014)
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.