Wakilii

Rafiq Suleman v Tugende Limited (Civil Suit No. 255 of 2022)

High Court · [2025] UGCOMMC 154 · 2025 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of employment contract and share option agreement
Decision
Suit dismissed; plaintiff forfeited share options by failing to exercise them during employment

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court dismissed the plaintiff's claim for breach of contract and specific performance of a stock option agreement. The court held that the plaintiff forfeited 333 vested shares by failing to exercise the option or pay the strike price during his employment. The employment contract was self-executing and required no additional policy. The plaintiff's attempt to purchase shares seven months after terminating his employment came too late. The defendant's counterclaim for work permit fee refund also failed, as the contract contained no refund provision. Each party was ordered to bear its own costs.

Outcome

Suit dismissed; plaintiff forfeited share options by failing to exercise them during employment

Facts

In August 2017, the plaintiff entered an employment contract with the defendant as Financial Analyst, which included an option to acquire 1,000 company shares at USD 7 per share, vesting over three years. The plaintiff worked for one year, one month and 22 days, during which 333 shares vested. His employment terminated on 1 December 2018 when he entered a consultancy agreement. In August 2019, after voluntarily terminating the consultancy, the plaintiff requested the defendant to issue or purchase the vested shares. The defendant refused, contending the option could only be exercised during employment. The plaintiff never paid the strike price or formally exercised the option while employed. The defendant counterclaimed USD 5,000 for the unused portion of the plaintiff's work permit fee, which it had paid to the Government of Uganda for a three-year permit from September 2018 to August 2021.

Issues

  1. Whether the Plaintiff exercised the option to acquire the shares or paid consideration for the shares in issue?
  2. Whether there was breach of the terms of the employment contract by either party?
  3. Whether the Defendant is entitled to a refund of USD 5,000 being the money spent on the Plaintiff's work permit for the unutilized period?
  4. What remedies are available to the parties?

Orders

  • High Court Civil Suit No. 255 of 2022 is hereby dismissed.
  • Each party shall meet their costs of the suit.

Rules and key headnotes

Employee Share Options — Exercise of Option — Time Limitation
Where an employment contract grants an employee share options that vest subject to continued employment and requires payment of a strike price, the option must be exercised and the strike price paid during the period of employment unless the contract expressly provides otherwise.
Interpretation of Contracts — Ordinary Meaning — Business-Like Intention
In construing a contract, the court's task is to ascertain the intention of the parties by examining the words they used and giving them their ordinary meaning in their contractual context. Effect is to be given to every word, so far as possible, in the order in which they appear. Words should not be added which are not there, and words which are there should not be changed, taken out or moved from the place where they have been put by the parties.
Breach of Contract — Proof — Burden of Proof
A party alleging breach of contract must adduce evidence to prove the veracity of that claim. Where no evidence is led to establish an alleged breach, the claim fails.
Share Options — Self-Executing Contracts — No Need for Additional Policy
A share option contract which clearly stipulates the conditions for vesting and exercise (continued employment, payment of strike price) is self-executing and requires no additional company policy for implementation. The absence of such a policy does not excuse an employee's failure to exercise the option.
Work Permits — Refund of Fees — No Contractual Basis
Where an employment or consultancy contract does not provide for refund of work permit fees upon termination, an employer cannot recover from the employee the unutilized portion of non-refundable fees paid to government authorities for the permit, even if the employee terminates before the permit expires.

Legislation cited (14)

Cases cited (15)

  • John Bwiza v Patrick Yowasi Kadama (Court of Appeal Civil Appeal No. 35 of 2011)
  • Omega Bank Plc Vs O.B.C. Limited [2005] 8 NWLR (pt.928)
  • Fina Bank Ltd v Spares and Industries Ltd [2000] 1 EA 52
  • Peter Gachenga Kimuhu Vs Kenolkobil Limited [2014] eKLR
  • Robin Tendai Vela Vs Efora Energy Limited (385/2018) [2019] ZASCA 44
  • Joshua Mwaniki Vs Andela Kenya Limited [2020] eKLR
  • Gillespie Brothers & Co. v Cheney Eggar & Co. [1896] 2 QB 59
  • Andrew Akol Jacha v Noah Doka Onzivua (Civil Appeal No. 1 of 2014)
  • Multi-Link Leisure Developments Ltd v Lanarkshire Council [2011] 1 All ER 175
  • Nakawa Trading Co. Ltd v Coffee Marketing Board (Civil Suit No. 137 of 1991)
  • Kamo Enterprises Limited v Krystalline Salt Limited (Supreme Court Civil Appeal No. 8 of 2018)
  • Ronald Kasibante v Shell Uganda Ltd (High Court Civil Suit No. 542 of 2006)
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Meridiana Africa Airlines (U) Ltd v Avmax Spares (EA) Ltd (High Court Civil Suit No. 111 of 2017)
  • Uganda Development Bank v Muganga Construction Co. Ltd [1981] HCB 35

Full judgment

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Rafiq Suleman v Tugende Limited (Civil Suit No. 255 of 2022) [2025] UGCommC 154 (16 April 2025)
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.