Wakilii

Ren Publishers Limited and Another v Uganda National Bureau of Standards (Arbitration Cause No. 2 of 2025)

High Court · [2025] UGCOMMC 544 · 2025 Application Granted — Award Set Aside AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to set aside arbitral award under Arbitration and Conciliation Act
Decision
Arbitral award set aside; matter may be referred back to arbitration within the proper scope of reference

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court set aside an arbitral award under Section 34(2)(a)(iv) of the Arbitration and Conciliation Act on the ground that the Arbitral Tribunal exceeded its jurisdiction by making substantive findings on the Applicants' non-performance, a matter expressly excluded from the agreed terms of reference. The court held that while the Tribunal validly extended time for delivery of the award with the parties' consent, and the award did not offend public policy, the Tribunal acted ultra vires by deciding matters beyond its mandate, thereby violating the principle of party autonomy.

Outcome

Arbitral award set aside; matter may be referred back to arbitration within the proper scope of reference

Facts

On 15 August 2014, the 1st Applicant and the Respondent executed a Memorandum of Understanding for the provision of electronic tag (e-tag) technology to curb forgery and supply of substandard goods. On 18 December 2015, the 1st Applicant entered into a sub-contract with the 2nd Applicant for project implementation, to which the Respondent granted a 'No Objection' in May 2016. The Applicants alleged that despite fulfilling their obligations, the Respondent breached the MOU on 4 April 2019 by signing a separate agreement with a third party, SICPA SA, for similar services. The dispute was referred to arbitration pursuant to an arbitration clause in the MOU. By consent order dated 4 September 2024, the parties adopted a restrictive approach, confining the Tribunal to determining whether the Respondent breached the MOU. The Arbitral Tribunal issued its final award on 31 January 2025, dismissing the Applicants' claim and ordering each party to bear its own costs. The Applicants applied to set aside the award.

Issues

  1. Whether the Tribunal had the mandate to enlarge the time of the making of the award to 31st January 2025 without the mutual consent of the parties.
  2. Whether the award is contrary to public policy pursuant to Section 34(2)(b)(ii) of the Arbitration and Conciliation Act.
  3. Whether the award contains findings on matters not within the scope of the terms of reference to arbitration contained in the consent dated 4th September 2024, contrary to Section 34(2)(a)(iv).
  4. Whether the award is based on the substance of the dispute according to considerations of justice and fairness as required under Section 28(4) of the Act.
  5. Whether the award is in accordance with the terms of the Memorandum of Understanding dated 14th August 2014, contrary to Section 28(5) of the Arbitration and Conciliation Act.

Orders

  • The enlargement of time for delivery of the award to 31st January 2025 was validly effected with the Applicants' consent and does not render the award a nullity.
  • The award does not offend public policy under Section 34(2)(b)(ii).
  • The award contains decisions on matters beyond the scope of the reference to arbitration.
  • The arbitral award delivered on 31st January 2025 is hereby set aside under Section 34(2)(a)(iv) of the Act.
  • Costs of this application to be borne by the Respondent.

Rules and key headnotes

Arbitration & ADR — Setting Aside Awards — Grounds — Decisions Beyond Scope of Reference
An arbitral award may be set aside under Section 34(2)(a)(iv) of the Arbitration and Conciliation Act where the arbitral tribunal makes substantive findings on matters expressly excluded from the agreed terms of reference, thereby exceeding its jurisdiction and violating the principle of party autonomy.
Arbitration & ADR — Extension of Time — Consent — Estoppel
Where a party expressly consents to an extension of time for delivery of an arbitral award through written communication, that party is estopped from subsequently challenging the extension on the ground that no formal procedural order was issued, particularly where the party's own conduct necessitated the extension.
Arbitration & ADR — Public Policy — Scope of Review — Merits
The public policy exception under Section 34(2)(b)(ii) of the Arbitration and Conciliation Act is narrow and does not permit a court to re-examine the merits of an arbitral award or sit on appeal over the tribunal's findings. An award will only be set aside on public policy grounds where it is induced by fraud or corruption, contravenes fundamental constitutional or statutory provisions, or shocks the conscience of the court.
Arbitration & ADR — Justice and Fairness — Material Evidence — Government Disputes
In disputes involving government entities, an arbitral tribunal deciding according to considerations of justice and fairness under Section 28(4) of the Arbitration and Conciliation Act is obliged to expressly address material evidence such as the Solicitor General's legal opinion and communications from government instrumentalities, even though such advice is not strictly binding on the tribunal.
Arbitration & ADR — Contractual Interpretation — Background Material
Section 28(5) of the Arbitration and Conciliation Act requires an arbitral tribunal to decide in accordance with the terms of the contract. Reference to background material not expressly forming part of the contract does not constitute a departure from the contract's terms where such reference is made for contextual interpretation without imposing new obligations not agreed upon by the parties.
Arbitration & ADR — Judicial Intervention — Limited Scope
Under Section 9 of the Arbitration and Conciliation Act, no court shall intervene in matters governed by the Act except where provided by the Act itself. Judicial intervention in arbitral awards is limited and does not extend to re-evaluating the merits of the case.

Legislation cited (8)

Cases cited (2)

  • Aya Investments (U) Limited v Industrial Development Corporation of South Africa (Miscellaneous Cause No. 58 of 2021)
  • Smile Communications Uganda Limited v ATC Uganda Limited and Another (Arbitration Cause No. 4 of 2022)

Full judgment

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

Ren Publishers Limited and Another v Uganda National Bureau of Standards (Arbitration Cause No. 2 of 2025) [2025] UGCommC 544 (20 October 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.