Wakilii

Semakula Solomon Peter v Nucia Investments Limited and Another (Civil Suit 438 of 2020)

High Court · [2025] UGCOMMC 370 · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of purchase consideration following total failure of consideration in land sale contracts
Decision
Judgment entered in favour of the Plaintiff against the 1st Defendant only; 2nd Defendant not held liable

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the 1st Defendant breached two land sale contracts by purporting to sell land it did not own and failing to deliver title and possession. The 2nd Defendant, acting only as agent for the 1st Defendant, was not privy to the contracts and not liable. The 1st Defendant was ordered to refund the full purchase consideration of UGX 42,000,000 with interest at 21% per annum from the respective contract dates, plus general damages of UGX 20,000,000 for financial loss and mental anguish. Special damages for loan interest were rejected as lacking nexus to the breach.

Outcome

Judgment entered in favour of the Plaintiff against the 1st Defendant only; 2nd Defendant not held liable

Facts

On 19 June 2017 and 7 July 2017, the Plaintiff purchased two plots of land (Kyadondo Block 186 Plots 414 and 415 at Namavundu) from the 1st Defendant for UGX 25,000,000 and UGX 17,000,000 respectively, paying in full to the 2nd Defendant who acted as the 1st Defendant's representative. The contracts warranted that the 1st Defendant was the registered owner with unencumbered title and authority to sell. After execution, the Defendants failed to deliver possession or title documents. When the Plaintiff attempted to occupy the plots, he was blocked by Rev. Father Zzimbe Blaise, who claimed to be the true owner and stated he had sued the 2nd Defendant over the same land. The Plaintiff demanded a refund but the Defendants refused. The suit was heard ex parte as the Defendants, though served, did not appear.

Issues

  1. Whether the Defendants are jointly and severally liable to the Plaintiff.
  2. What remedies are available to the parties.

Orders

  • The 1st Defendant shall refund UGX 25,000,000 paid under the agreement for Plot 414 dated 19th June 2017.
  • The 1st Defendant shall refund UGX 17,000,000 paid under the agreement for Plot 415 dated 7th July 2017.
  • The 1st Defendant shall pay interest on UGX 25,000,000 at 21% per annum from 19th June 2017 until full payment.
  • The 1st Defendant shall pay interest on UGX 17,000,000 at 21% per annum from 7th July 2017 until full payment.
  • The 1st Defendant shall pay general damages of UGX 20,000,000 plus interest at 15% per annum from the date of judgment until full payment.
  • Costs of the suit awarded to the Plaintiff.

Rules and key headnotes

Contract Law — Breach of Contract — Total Failure of Consideration — Sale of Land by Non-Owner
Where a vendor purports to sell land it does not own and fails to deliver title and possession, there is a total failure of consideration entitling the purchaser to recover the full purchase price paid.
Contract Law — Agency — Liability of Agent — Privity of Contract
An agent who acts on behalf of a disclosed principal in executing a contract is not personally liable for breach of that contract where the agent was not privy to the contract and acted solely in a representative capacity.
Damages & Quantum — Special Damages — Proof — Nexus to Breach
Interest payable on a loan used to finance a contract does not constitute special damages recoverable upon breach of that contract where the obligation to pay the interest preceded the breach and was not occasioned by it. There must be a direct nexus between the defendant's breach and the loss claimed as special damages.
Damages & Quantum — General Damages — Financial Loss and Mental Anguish — Assessment
General damages are recoverable for financial loss, anxiety and mental anguish suffered by a plaintiff as the natural and probable consequence of a defendant's breach of contract, assessed as a fair, just and adequate compensation for non-quantifiable injury.
Contract Law — Contractual Interest — Unconscionable Terms — Court's Discretion to Substitute
Where a contractual interest rate is excessive, harsh and unconscionable (such as 10% per day), the court will decline to enforce it and will instead assess and award a fair, just and reasonable rate of interest.

Legislation cited (5)

Cases cited (6)

  • Miller v Minister of Pensions [1947] 2 All ER 372
  • William Kasozi v DFCU Bank Ltd (HCCS No. 1326 of 2000)
  • Stanbic Bank (U) Ltd v Hajji Yahaya Sekalega (HCCS No. 185 of 2009)
  • Opia Moses v Chukia Lumago Roselyn & 5 Ors (HCCS No. 0022 of 2013)
  • Mohanlal Kakubhai v Warid Telecom (U) Ltd (HCCS No. 0224 of 2011)
  • Kwizera Eddie v Attorney General (SC Const. Appeal No. 01 of 2008)

Full judgment

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

Semakula Solomon Peter v Nucia Investments Limited and Another (Civil Suit 438 of 2020) [2025] UGCommC 370 (24 September 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.