Wakilii

Revolutionary Ads & Desidgnes Ltd v Registered Trustees of Nakivubo Memorial Stadium (High Court Civil Suit No. 73 of 2009)

High Court · [2012] UGCOMMC 14 · 2012 Counterclaim Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract with counterclaim for rent arrears
Decision
Plaintiff's claim dismissed. Defendant awarded UGX 83,000,000 in rent arrears with interest.

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 plaintiff failed to establish that the defendant breached the advertising agreement by allowing other companies to advertise without consent. The defendant was not barred from collecting rent from existing contracts under the agreement. The plaintiff failed to pay rent as agreed, rendering itself in breach. Judgment entered for the defendant on the counterclaim for rent arrears of UGX 83,000,000 with interest. Plaintiff's suit dismissed with costs.

Outcome

Plaintiff's claim dismissed. Defendant awarded UGX 83,000,000 in rent arrears with interest.

Facts

The plaintiff and defendant entered into a three-year agreement on 7 December 2005 for the plaintiff to run advertising services at Nakivubo War Memorial Stadium, with exclusive rights to advertising space in exchange for annual rent of UGX 45 million. The plaintiff was to collect advertising fees from companies and pay rent to the defendant. The agreement accounted for existing advertising contracts, with 50% of collections to be offset against the first year's rent. The plaintiff failed to pay rent according to the agreed schedule, paying only UGX 8 million in 2006 and UGX 7 million in 2007. The plaintiff alleged the defendant breached the contract by allowing other companies to advertise without consent and collecting advertising fees directly. The defendant terminated the contract on 1 December 2008 and counterclaimed for rent arrears of UGX 83 million. The plaintiff claimed financial loss of UGX 140.5 million due to the defendant's alleged breach.

Issues

  1. Whether there was a breach of contract and if so by whom.
  2. Whether the landlord permitted other clients to advertise on the premises without the plaintiff's consent and if so, whether this was in breach of the contract.
  3. Whether the plaintiff is liable to pay rent arrears during the subsistence of the contract.
  4. What remedies are available to the parties.

Orders

  • Plaintiff's suit dismissed with costs.
  • Judgment entered for the defendant on the counterclaim for UGX 83,000,000 in rent arrears.
  • Interest awarded at 14% per annum on rent arrears from date of filing suit until judgment.
  • Interest awarded at 8% per annum on decreed sum from date of judgment until payment in full.
  • Each party to bear its own costs of the counterclaim.

Rules and key headnotes

Contract Construction — Intention of the Parties — Commercial Context
In construing the terms of a written contract, the court must discover the intention of the parties from the words used in the document read in their commercial context and background, ascertaining objectively what reasonable persons would have intended in the situation of the parties.
Breach of Contract — Burden of Proof — Failure to Establish Facts
Under section 101 of the Evidence Act, whoever desires a court to give judgment as to any legal right dependent on the existence of facts which they assert must prove those facts exist. A party who fails to discharge this burden cannot succeed in their claim.
Agency Agreements — Principal and Agent — Management Obligations
Where a principal hands over management of business operations to an agent in exchange for periodic payments, the agent bears the burden of fulfilling management obligations and cannot avoid liability for non-payment merely because third parties failed to pay fees the agent was obliged to collect.
Acquiescence and Waiver — Estoppel by Conduct
Where parties to a contract by their conduct acquiesce in variations from the strict terms of the contract and continue their relationship without objection, they are estopped from later denying the effect of such conduct. Acquiescence is an instance of estoppel by words or conduct and operates immediately regardless of lapse of time.
Counterclaims — Title and Form — Entitlement
A counterclaim that clearly bears the title 'Counterclaim' and identifies the parties against whom it is brought satisfies the requirements of Order 8 Rule 8 of the Civil Procedure Rules. Where a defendant to a counterclaim has had opportunity to respond and suffers no prejudice, technical objections to the form of the counterclaim will be overruled in favour of substantive justice.

Legislation cited (4)

Cases cited (9)

  • Reardon v Smith Line and Hansen Tangen [1976] WLR 995
  • Bank Uganda Ltd v Translink Uganda Ltd (Supreme Court CA No. 5 of 2004)
  • John Nagenda v Sabena Belgian World Airlines (Civil Suit No. 1148 of 1998)
  • Hadley v Baxendale [1843-60] All ER 461
  • Karshe v UTC Ltd [1967] EA 256
  • Uganda Wholesalers Ltd v Impex House Ltd [1971] HCB 245
  • Clough v London & North Western Railway Ltd (1871) LR 7 Exch 26
  • Peyman v Lanjani [1984] 3 All ER 703
  • Dr Margaret Basaza v Attorney General (Civil Suit No. 185 of 1997)

Full judgment

↓ Download PDF

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

Revolutionary Ads & Desidgnes Ltd v Registered Trustees of Nakivubo Memorial Stadium (High Court Civil Suit No. 73 of 2009) [2012] UGCommC 14 (1 March 2012)
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.