Wakilii

Okello v Ejom (Civil Suit 54 of 2012)

High Court · [2023] UGHC 424 · 2023 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for partnership dissolution and accounting
Decision
Plaintiff succeeded in establishing the partnership and obtaining a declaration thereof, with orders for accounting and payment of 50% partnership value plus general damages

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

The High Court found that a partnership existed between the plaintiff and defendant based on a signed partnership deed dated 18 September 2000, despite non-registration as a business. The court held that a partnership does not depend on registration and arises from voluntary association and contract. The defendant was ordered to render partnership accounts and pay 50% of the partnership value to the plaintiff. General damages of UGX 10,000,000 were awarded.

Outcome

Plaintiff succeeded in establishing the partnership and obtaining a declaration thereof, with orders for accounting and payment of 50% partnership value plus general damages

Facts

In 2000, plaintiff (a bishop) and defendant (a trained teacher) entered into a partnership to establish Amach Modern Senior Secondary School. They executed a partnership deed agreeing to contribute UGX 1,000,000 each, though plaintiff ultimately contributed UGX 2,006,000 while defendant contributed teaching services in kind. Defendant became headmaster and director while plaintiff was co-director and board chairman. The school operated from rented premises in Ocamonyang until 2003 when insurgency forced relocation. In 2007, defendant purchased land in his own name, relocated the school again, and in 2010 incorporated Amach Modern Senior Secondary School Limited as a private company. In 2011, when plaintiff sought partnership review and accounts, defendant refused access to information. Plaintiff discovered defendant had registered the school as his own company and obtained bank loans without plaintiff's knowledge or consent.

Issues

  1. Whether there is a partnership between the Plaintiff and the defendant?
  2. Whether the Plaintiff is entitled to a partnership account?
  3. What remedies are available to the parties?

Orders

  • Declaration that there is a partnership between the plaintiff and defendant.
  • Defendant to render account of the partnership indicating the value and what is due to the plaintiff.
  • Defendant to pay 50% of the value of the partnership to the plaintiff.
  • General damages of UGX 10,000,000 awarded to the plaintiff.
  • No order for recovery of land title from the defendant.
  • No order for recovery of monies spent by the defendant without consent.
  • No order as to interest and costs.

Rules and key headnotes

Partnership Law — Formation — Requirements for Valid Partnership
A partnership is the result of a contract requiring voluntary association of persons who co-own a business with intent to conduct it for profit. Its existence does not depend on registration under the Business Names Registration Act.
Partnership Law — Existence of Partnership — Evidence of Partnership Relationship
Under Partnership Act s.3(d), existence of a partnership may be determined from admissions by the members and from agreements or other documents, formal or otherwise, which disclose the partnership relationship. Where parties execute a partnership deed and take steps in setting up a joint business including obtaining licences in partnership capacity, a partnership subsists.
Partnership Law — Dissolution — Requirements for Valid Dissolution
Where a partnership deed contains express dissolution clauses specifying the circumstances under which the partnership may dissolve (by agreement, court order, retirement, death, bankruptcy or mental incapacity), the partnership continues to subsist until one of those specified events occurs.
Partnership Law — Partner's Duty to Account — Competing Business
Under Partnership Act s.32, where a partner without consent of other partners carries on business of the same nature as and competing with that of the firm, that partner must account for and pay over to the firm all profits made in that business. A partner who operates the partnership business under the original partnership name after incorporating it as a private company must render accounts to the other partner.
Partnership Law — Partner's Rights — Entitlement to Partnership Share
Where a partnership deed is silent on profit-sharing ratios and parties agreed to contribute equally as startup capital, each partner is entitled to 50% of the partnership value absent evidence of a different agreement.

Legislation cited (10)

Cases cited (7)

  • Walakira v Walusimbi (Civil Suit No. 579 of 2012)
  • Bank of the North V Dabare 1976 NCLR 448 (High Court of Kano)
  • Simba Properties Investment Company Limited and Another v Kirunda and 3 Others (Miscellaneous Application No. 671 of 2022)
  • Charles Acire v M. Engola (Civil Suit No. 143 of 1993)
  • Kibimba Rice Ltd v Umar Salim (Civil Appeal No. 17 of 1992)
  • Bank of Uganda v Fred William Masaba and 5 Others (Civil Appeal No. 3 of 1998)
  • Uganda Revenue Authority v Stephen Mabosi (Civil Appeal No. 1 of 1996)

Full judgment

↓ Download PDF

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

Okello v Ejom (Civil Suit 54 of 2012) [2023] UGHC 424 (22 November 2023)
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.