Wakilii

Okello v Lalobo (Civil Suit 26 of 2019)

High Court · [2024] UGHC 652 · 2024 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for specific performance of land sale agreement and general damages for breach of contract, with counterclaim for general damages
Decision
Plaintiff's claim for specific performance and damages dismissed. Defendant's counterclaim allowed in part with award of general damages.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the plaintiff failed to prove the defendant breached the land sale agreement by not handing over vacant possession. Time was of the essence of the contract. The plaintiff materially breached the agreement by failing to pay the balance of the purchase price by the stipulated deadline. The defendant was entitled to rescind the contract. The plaintiff's suit for specific performance was dismissed. The defendant's counterclaim for general damages succeeded and he was awarded UGX 4,000,000.

Outcome

Plaintiff's claim for specific performance and damages dismissed. Defendant's counterclaim allowed in part with award of general damages.

Facts

The plaintiff, an orthopedic surgeon, entered into a land sale agreement with the defendant on 28 September 2018 for property comprised in LRV 393 Folio 17 Plot 9 Awich Road, Gulu District, for UGX 350,000,000 payable in instalments. The plaintiff paid UGX 160,000,000 on signing and UGX 70,000,000 in February 2019. The balance of UGX 120,000,000 was due by 28 September 2019 but was not paid. The agreement provided that vacant possession would be handed over within six months from 1 October 2018, with the front door available within one month. On 16 October 2019, the defendant rescinded the agreement for breach. The plaintiff filed suit on 1 November 2019 seeking specific performance and claiming the defendant breached by not handing over vacant possession. The defendant counterclaimed for general damages. The parties subsequently reached a partial consent settlement on 18 January 2024 under which the defendant refunded UGX 230,000,000, the plaintiff abandoned the claim for specific performance, and the court was to determine residual claims.

Issues

  1. Whether there was breach of the Agreement by either party?
  2. Whether the Plaintiff is entitled to interest on shs. 230,000,000 refunded by the Defendant?
  3. What remedies are available to the parties?

Orders

  • Plaintiff's suit dismissed with 50% costs payable to the Defendant.
  • Counterclaim succeeds.
  • Counterclaimant awarded UGX 4,000,000 (Four Million Shillings) in general damages for breach of contract.
  • Interest of 8% per annum on the general damages awarded, from the date of judgment till full payment.
  • Counterclaimant awarded 50% of the taxed costs of the counterclaim.

Rules and key headnotes

Contract Law — Breach of Contract — Definition and Elements
Breach of contract occurs when a party neglects, refuses, or fails to perform any part of its bargain or any term of the contract, written or oral, without a legitimate excuse, or when a party interferes with another party's performance.
Contract Law — Time of Performance — Time of the Essence
Even where parties do not expressly stipulate that time is of the essence of the contract, a court may construe the contract and ascertain from the express provisions, the nature of the contract, and attendant circumstances whether the parties intended time of performance to be of the essence. Where time is of the essence, failure to perform by the specified time renders the contract voidable at the instance of the promisee under section 47(1) of the Contracts Act 2010.
Civil Procedure — Pleadings — Departure from Pleadings — Amendment Required
A party is bound by their pleadings and cannot change the case at trial or canvass an entirely new matter in addition to the case pleaded without amending the pleadings. A party who departs from their pleadings and gives evidence contrary to the pleadings would be lying. Serious allegations such as fraud must be specifically pleaded and strictly proved.
Contract Law — Rescission — Rightful Rescission for Material Breach
Where a party fails to perform a material obligation under a contract by a specified time that is of the essence of the contract, the non-defaulting party is entitled to rescind the contract. Rescission is a party's unilateral unmaking of a contract for a legally sufficient reason such as the other party's material breach and is accompanied by restitution of any partial performance.
Contract Law — Burden of Proof — Plaintiff's Burden to Prove Breach
The burden of proof in a claim for breach of contract lies upon the plaintiff who asserts or alleges the breach. A defendant is only called upon to disprove or rebut what has been proved by the plaintiff. The plaintiff must establish the contract, its terms, and the alleged breach.
Contract Law — Interpretation — Courts Do Not Mend Bargains
Courts do not mend the bargains of parties to a contract. A court is not entitled to interfere with ordinary contracts freely entered into by persons under no duress or mistake merely on the ground that in certain events the contract has turned out harshly for parties. The court must find the intention of the parties by the instrument they have executed and not by presuming what their intentions ought reasonably to have been.
Contract Law — Damages — General Damages for Breach — Assessment
Under sections 61 and 63 of the Contracts Act 2010, a party who suffers breach of contract or who rightfully rescinds the contract is entitled to compensation for loss or damage caused. General damages must flow naturally from the acts complained of, be direct, and represent the actual loss suffered. Evidence must be led to prove the claim for general damages. The purpose of general damages in contract breach is to place the injured party in the same position they would have been in had the contract been properly performed.

Legislation cited (17)

Cases cited (28)

  • Nakawa Trading Co Ltd v Coffee Marketing Board (HCCS No. 137 of 1991)
  • Ronald Kasibante v Shell (U) Ltd (HCCS No. 542 of 2006)
  • Future Stars Investment (U) Ltd v Nasuru Yusuf (HCCS No. 0012 of 2017)
  • Banamukozi Holdings Ltd v Credo Link Agencies Uganda Ltd & another (HCCS No. 0954 of 2023)
  • William Kasozi v DFCU Bank Ltd (HCCS No. 1326 of 2000)
  • Kibalama v Alfasan Belgie CVBA [2004] 2 E.A. 146
  • Sebuliba v Co-operative Bank Ltd [1982] HCB 129
  • Okello Michael v Anywar Quinto (HCCS No. 17 of 2021)
  • Uganda Breweries Ltd v Uganda Railways Corporation (SCCA No. 6 of 2001)
  • Interfreight Forwarders (U) Ltd v East African Development Bank (SCCA No. 33 of 1993)
  • Hilda Wilson Namusoke & 3 others v Owalla's Home Investment Trust (E.A Ltd) & Commissioner for Land Registration (SCCA No. 15 of 2017)
  • Akisofari W. Biteremo v Damascus Munyanda Situma (SCCA No. 15 of 1991)
  • Namusisi v Ntabaazi [2006] 1 E.A. 247
  • Sydna & others v Jamil's Engineering Co [1973] 1 E.A. 254
  • Panesar v Popat [1968] E.A. 17
  • Godfrey Magezi & Brian Mbazira v Sudhir Ruparelia (Civil Appeal No. 16 of 2001)
  • Maynard v Mosley (1676) 3 Swan 655
  • Campbell Discount v Bridge [1961] 2 All E.R. 97
  • Stockloser v Johnson [1954] 1 All E.R. 630
  • Sango Bay Estates Ltd & others v Dresdner Bank Ag (No.2) [1971] 1 E.A. 307
  • J.T Smith & the Barrow Haematite Steel Co Ltd v Henry Cooke, Rachel Swinnerton & Others [1891] A.C. 297
  • Odida Charles v Omaya Patrick & 5 others (High Court Misc. Application No. 03 of 2023)
  • Takiya Kashwahiri & another v Kajungu Denis (CA Civil Appeal No. 85 of 2011)
  • V.R Chande v East African Railways Corporation [1964] E.A. 78
  • Bank of Uganda v F.W Masaba & Others (SCCA No. 3 of 1998)
  • Kibimba Rice Co Ltd v Umar Salim (SCCA No. 7 of 1988)
  • Crown Beverages Ltd v Sendu Edward (SCCA No. 1 of 2005)
  • Robinson v Harman [1848] Exch 850

Full judgment

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Okello v Lalobo (Civil Suit 26 of 2019) [2024] UGHC 652 (12 July 2024)
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.