Wakilii

SBI International Holdings AG (U) Ltd v COF International Company Ltd (Civil Appeal 14 of 2020)

Supreme Court · [2025] UGSC 15 · 2025 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Second civil appeal from a Court of Appeal decision affirming a High Court judgment in a suit for breach of contract and fraud
Decision
Appeal allowed; awards of special, general and punitive damages and interest set aside; respondent's suit succeeds only on the overcharging of diesel and cement, with UGX 2,499,000 awarded plus interest at 8% per annum.

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

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.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

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 Supreme Court allowed the appeal. Special damages must be specifically pleaded and strictly proved; the respondent's claim rested only on the unverifiable oral evidence of its Managing Director, which was inconsistent with its pleadings and contradicted by a court-ordered joint survey (Exhibit D2) that the trial judge had wrongly rejected for want of expertise. The award of special damages of UGX 208,186,120 was set aside, and the consequential awards of general and punitive damages and interest fell away. The appellant was found liable only for breaching the contract by unilaterally charging higher prices for diesel and cement than agreed, for which UGX 2,499,000 was awarded.

Outcome

Appeal allowed; awards of special, general and punitive damages and interest set aside; respondent's suit succeeds only on the overcharging of diesel and cement, with UGX 2,499,000 awarded plus interest at 8% per annum.

Facts

By an agreement dated 4 April 2006, the appellant contracted the respondent to construct lined stone-pitching drains for a road section in Bwera, Kasese District, at UGX 18,000 per square metre, with the appellant supplying diesel at UGX 1,850 per litre and cement at UGX 19,400 per bag. The respondent sued, claiming it was underpaid for work done and that the appellant overcharged for diesel and cement. The respondent claimed it executed 11,234.91 square metres of work but was paid for far less; the appellant's interim certificates recorded 7,272.63 square metres. A court-ordered joint survey (Exhibit D2), prepared by representatives of both parties, measured 6,544.67 square metres. PW1, the respondent's Managing Director, gave oral evidence of additional and uninvoiced work, but the supporting client invoices were never tendered. The interim certificates showed the appellant charged UGX 2,050 per litre for diesel and UGX 19,500 per bag for cement, exceeding the agreed fixed prices. The High Court awarded special, general and punitive damages plus interest, and the Court of Appeal affirmed.

Issues

  1. Whether the Court of Appeal failed to discharge its duty to reappraise the evidence and thereby erred in upholding the trial court's award of special damages.
  2. Whether the respondent specifically pleaded and strictly proved its claim for special damages of UGX 208,186,120.
  3. Whether the appellant was in breach of the construction contract.
  4. Whether the awards of general and punitive damages were justified on the evidence.
  5. Whether interest of 10% per annum on the decretal sum was properly awarded.

Orders

  • The appeal is allowed.
  • The respective decisions of the Court of Appeal and High Court are set aside.
  • The respondent's suit in the High Court substantially fails and succeeds only on the claim that the appellant unlawfully charged higher prices for diesel and cement than agreed in the parties' contract.
  • The appellant shall pay the respondent UGX 2,499,000 for loss suffered due to the charging of higher prices for fuel and cement.
  • The said sum shall attract interest at 8% per annum from the date of filing the suit in the trial court until payment in full.
  • The appellant shall be paid three-quarters of the total costs of this appeal and in the courts below.

Rules and key headnotes

Damages & Quantum — Special Damages — Pleading and Strict Proof
Special damages must be specifically pleaded and strictly proved by evidence establishing both that the loss was incurred and that it was the direct result of the defendant's conduct.
Evidence — Proof of Fraud — Testing Oral Testimony Against Objective Documents
In cases of fraud the credibility of a witness's oral evidence must be tested against objective facts and contemporaneous documents proved independently of that testimony; uncorroborated oral evidence is insufficient to prove a claim.
Civil Procedure — Second Appeals — Reappraisal of Evidence
On a second appeal the Supreme Court will not ordinarily re-evaluate the evidence, but it must do so where the first appellate court failed to discharge its duty to reappraise the evidence or applied wrong principles.
Civil Procedure — References to Referees — Court-Ordered Inquiry Report
A report produced under a court-ordered inquiry into a question of fact under section 26 of the Judicature Act, jointly prepared by representatives of both parties, should not be rejected for want of expertise where the competence of its makers was not challenged at trial.
Damages & Quantum — Punitive Damages — Conditions for Award
Punitive damages may be awarded only where government servants have acted oppressively, arbitrarily or unconstitutionally, where the defendant's conduct was calculated to make a profit exceeding the compensation payable, or where such an award is sanctioned by statute.
Contract Law — Performance — Unilateral Variation of Agreed Price
A party who unilaterally charges prices higher than those fixed by the contract, where the contract makes no allowance for price fluctuation, acts in breach of contract and is liable for the resulting loss.
Damages & Quantum — Appellate Interference — Quantum of Damages
An appellate court will not interfere with an award of damages unless the lower court acted on a wrong principle or the amount was so large or so small as to amount to an entirely erroneous estimate of the damage.

Legislation cited (4)

Cases cited (10)

  • Access Financial Services PLC Ltd v Rutiba (High Court Civil Suit No. 61 of 2007)
  • Stanbic Bank Uganda Ltd v Uganda Crocs Ltd (Civil Appeal No. 4 of 2004)
  • Omunyokol Akol Johnson v Attorney General (Civil Appeal No. 6 of 2012)
  • Bholm v Car and General Ltd (Civil Appeal No. 12 of 2002)
  • Goustar Enterprises Ltd v John Kokas Oumo (Civil Appeal No. 8 of 2003)
  • Kifamunte Henry v Uganda (Criminal Appeal No. 10 of 1997)
  • Musoke v Departed Asians' Property Custodian Board [1990-1994] 1 EA 419
  • Mutekanga v Equator Growers (U) Ltd [1995-1998] 2 EA 219
  • Ratcliffe v Evans [1892] 2 QB 524
  • Armagas Ltd v Mundogas SA (The Ocean Frost) [1985] 1 Lloyd's Rep 1

Cases citing this judgment (1)

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.

Full judgment

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SBI International Holdings AG (U) Ltd v COF International Company Ltd (Civil Appeal 14 of 2020) [2025] UGSC 15 (3 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.