SRS (U) Ltd v Aziz Ismail (Civil Suit No. 20 of 2011)

Observed later treatment

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.

Holding

Held that where a person signs a contract on behalf of a non-existent entity without disclosing that it is a limited company, that person is presumed to have contracted personally and is personally liable under the agreement. The defendant breached the tenancy agreement by failing to pay rent and VAT for October to December 2010 and VAT for August to September 2010. Special damages of US$ 13,650 awarded for unpaid rent, nominal damages of UGX 3,000,000 awarded, and interest at 10% per annum on special damages from judgment until payment in full.

Outcome

Judgment entered for plaintiff with damages and interest awarded

Facts

On 15 December 2008, the plaintiff entered into a tenancy agreement with the defendant for premises at Plot 15 Cooper Road, Kisementi for two years at US$ 3,500 per month plus VAT. The agreement was signed by Aziz Ismail for Pavement Tandoori. The defendant paid rent from January 2009 to July 2010. In September 2010, the defendant paid US$ 7,000 for July and August 2010 rent arrears pursuant to a certificate to levy distress. The defendant then failed to pay rent for October to December 2010 and failed to pay VAT for August to September 2010. The defendant raised a defence that the plaintiff contracted with Pavement Café & Bar-beque Limited (Pavement Tandoori), a different entity, but admitted making rental payments. A search at the Uganda Registration Services Bureau showed that Pavement Tandoori (the name on the agreement) was not an incorporated entity. The matter proceeded ex parte after the defendant failed to appear at trial.

Issues

1. Whether the defendant breached the tenancy agreement.
2. What remedies are available to the plaintiff.

Orders

• US$ 13,650 be paid by the defendant as special damages.
• UGX 3,000,000 be paid by the defendant as nominal damages.
• Interest of 10% per annum is awarded on the special damages from date of judgment till payment in full.
• Costs of the suit are awarded to the plaintiff.

Rules and key headnotes

Cases cited (7)

• Penrose vs Martyr (EB & E 499)/ 28 L.J QB 28
• Nassu Stream Press vs Tyler and Others (1894) 7 L.T 376
• Alimadhi Osman v Mombasa Salt Works Ltd & another (HCMA No. 157 of 2001)
• British India General Insurance Company Limited v Mohanlul Solanki (Civil Appeal No. 30 of 1997)
• Ronald Kasibante v Shell Uganda Ltd (HCCS No. 542 of 2006)
• Thunderbolt Technical Services Ltd v Apedu & Another (HCCS No. 340 of 2009)
• Sietco v Noble Builders (SCCA No. 31 of 1995)

Cases citing this judgment (2)

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.

• Eng. Sendawula Mustafa and Another v Issa Kabali and Others (Civil Suit No. 192 of 2014)
• Mayanja v Uganda National Roads Authority (CIVIL SUIT NO. 039 OF 2016)

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