Progressive Group of Schools Limited and 2 Others v Barclays Bank of Uganda and another (Civil Appeal No. 349 of 2020)

Observed later treatment

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.

Holding

The Court of Appeal allowed the appeal on all grounds. It held that the burden of proving disbursement of loan funds lay on the bank, which failed to adduce sufficient bank statement evidence; the second UGX 650 million facility was not disbursed, amounting to breach of contract. The mortgages were invalid for non-compliance with ss.115 and 148 RTA (Latin character execution), the sale was conducted without valuation, without adequate advertisement, without a foreclosure order for equitable mortgages, and by signatories acting outside a power of attorney requiring joint action. The sale was tainted with fraud and illegality. The Court set aside the sale, ordered reinstatement of the appellants as proprietors and awarded mesne profits, general and exemplary damages.

Outcome

Appeal allowed; sale set aside; appellants reinstated as registered proprietors and awarded mesne profits, general and exemplary damages

Facts

The 1st appellant obtained banking facilities from the 1st respondent secured by legal mortgages over properties belonging to the 2nd and 3rd appellants. The facilities comprised two loans of UGX 650,000,000 each, later restructured into a consolidated facility. The appellants contended only a portion was actually disbursed and disputed receiving the second facility. Following alleged default, the 1st respondent demanded repayment, issued statutory notices, advertised the securities and sold them to the 2nd respondent by a sale agreement dated 27 August 2009. The advertised sale date was 24 June 2009 but the sale occurred later without fresh advertisement. Some properties sold were not advertised, and one was an equitable mortgage sold without a foreclosure order. The mortgage deeds were not executed in Latin character. The sale agreement was signed by a person not named in the bank's power of attorney which required two named attorneys to act jointly. No pre-sale valuation was conducted. The High Court dismissed the appellants' suit challenging the sale, prompting this appeal.

Issues

1. Whether the 1st appellant was indebted to the 1st respondent in the sum of UGX 1,357,172,676 as of 5 November 2008.
2. Whether the trial judge properly evaluated the bank statement and account evidence.
3. Whether the 1st respondent breached the loan facilities agreement by failing to disburse the sums claimed.
4. Whether the sale and transfer of the mortgaged properties to the 2nd respondent was lawful.
5. Whether the trial judge erred in failing to pronounce on the allegations of fraud in the sale.
6. What remedies are available to the appellants.

Orders

• The appeal is allowed on all grounds of appeal.
• The judgment, decree and orders of the High Court are set aside.
• The sale and transfer of the appellants' suit properties by the 1st respondent to the 2nd respondent is set aside.
• The Registrar of Titles is ordered to cancel the transfer and registration of the 2nd respondent and reinstate the appellants as registered proprietors, entitled to vacant possession.
• The 1st and 2nd respondents shall jointly and severally pay the appellants UGX 400,000,000 mesne profits for every year they remain in possession from August 2009 until handover of vacant possession, as compensatory damages.
• The 1st and 2nd respondents shall jointly and severally pay the appellants UGX 200,000,000 general damages.
• The 1st and 2nd respondents shall jointly and severally pay the appellants UGX 50,000,000 exemplary damages.
• Interest on the mesne profits at 25% per annum from the date of judgment until payment in full.
• Interest on the general damages at 6% per annum from the date of judgment until payment in full.
• The 1st and 2nd respondents shall jointly and severally pay the appellants costs of this appeal and of the High Court proceedings.

Rules and key headnotes

Legislation cited (19)

• Registration of Titles Act s.115
• Registration of Titles Act s.129
• Registration of Titles Act s.132
• Registration of Titles Act s.146(1)
• Registration of Titles Act s.148
• Registration of Titles Act s.176(c)
• Evidence Act Cap 6 s.32
• Evidence Act Cap 6 s.37
• Evidence Act Cap 6 s.66
• Evidence Act Cap 6 s.101
• Evidence Act Cap 6 s.102
• Evidence (Bankers Books) Act Cap 7 s.4(1)
• Evidence (Bankers Books) Act Cap 7 s.4(2)
• Mortgage Act Cap 229 s.10
• Mortgage Act Cap 229 s.11
• Civil Procedure Act Cap 7 s.2
• Civil Procedure Act s.26
• Civil Procedure Rules O.6 r.7
• Rules of the Court of Appeal r.30

Cases cited (27)

• Kifamunte Henry v Uganda (Criminal Appeal No. 10 of 1997)
• Selle v Associated Motor Boat Co. [1968] EA 123
• Fredrick J.K Zaabwe v Orient Bank & Others (Civil Appeal No. 4 of 2006)
• Macfoy v United Africa Co. Ltd [1961] 3 All ER 1169
• Cuckmere Brick Company Ltd & Ors v Mutual Finance Ltd SCCA 1971
• UCB v Bushuyu (Civil Suit No. 123 of 1994)
• Golf View Inn (U) Ltd v Barclays Bank (U) Ltd (Civil Suit No. 358 of 2009)
• Gomba Holdings (UK) Ltd & Others v Minories Finance Ltd & Others No.2 [1992] 3 WLR
• Emerald Hotel Ltd & Others v Barclays Bank of Uganda Ltd & Others (Civil Suit No. 170 of 2008)
• Alice Okiror v Global Capital Save
• Esso Petroleum Company v UCB (Civil Appeal No. 14 of 1992)
• Julius Rwabinumi v Hope Bahimbisimwe (Civil Appeal No. 10 of 2009)
• Ranchhobhai Shivabhai Patel Ltd & Another v Henry Wambuga & Another (Civil Appeal No. 6 of 2017)
• Bbaale Samuel Wakulira v Cairo International Bank & 2 Others HCCS No. 149
• Jeane Frances Nakamya v DFCU Bank Ltd & Another (Civil Appeal No. 105 of 2013)
• Kyagalanyi Coffee Ltd v Francis Senabulya (Civil Appeal No. 41 of 2006)
• Makula International Ltd v Cardinal Nsubuga & Another (Civil Appeal No. 4 of 1981)
• Interfreight Forwarders (U) Ltd v East African Development Bank (Civil Appeal No. 33 of 1992)
• Fang Min v Belex Tours & Travel Ltd (Civil Appeal No. 6 of 2013)
• Pendlebury v Colonial Mutual Life Assurance Society Ltd (1912) 12 CLR 676
• SableBrook Pty Ltd v Credit Union Australia Ltd [2008] QSC 242
• Williams v Turner [2008] QSC 327
• Kampala Bottlers Ltd v Damanico (U) Ltd (Civil Appeal No. 22 of 1992)
• Ratlal Ibji Patel vs Baiji Makagi (1957) EA 314 at 317
• Kibimba Rice Ltd v Umar Salim (Civil Appeal No. 17 of 1992)
• Uganda Commercial Bank v Kigozi [2002] 1 EA 305
• Iiiiza Samuel v Uganda CCA No. 0102 of 2008

Cases citing this judgment (7)

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.

• [2026] UGCOMMC 263
• Finance Trust Bank (U) Ltd v Lugazi Community Day and Boarding Primary School Limited and Others (Civil Suit No. 739 of 2020)
• Nasser Galiwango Mukasa v Uganda Micro Credit Foundation Ltd and Others (Civil Suit No. 12 of 2018)
• Forest Paper Packaging Limited v Blue Wave Beverages Limited (Civil Suit No. 1133 of 2024)
• Ecobank (U) Limited v Emco Works Limited and Others (Civil Suit No. 860 of 2018)
• Kanyankore v DFCU Bank Uganda Limited (Miscellaneous Application 2365 of 2023)
• Progressive Group of Schools Ltd and Another v Absa Bank (U) Ltd and Another (Misc Application No 490 of 2022)

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