Wakilii

Ssemakula & Another v Attorney General (Civil Suit 616 of 2016)

High Court · [2023] UGCOMMC 228 · 2023 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract for the sale of land
Decision
Judgment entered for the Plaintiffs with orders for payment of outstanding balance, refund of wrongfully deducted amounts, exemplary and general damages, interest, and costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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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 High Court held that the defendant breached the land sale contract by failing to pay the balance within the agreed time, failing to meet all tax obligations as agreed, wrongfully deducting UGX 200,000,000 for alleged unfinished works, and introducing new terms. The plaintiff did not breach the contract. The defendant was ordered to pay the outstanding balance, refund the wrongfully deducted amounts, and pay exemplary and general damages.

Outcome

Judgment entered for the Plaintiffs with orders for payment of outstanding balance, refund of wrongfully deducted amounts, exemplary and general damages, interest, and costs

Facts

The Plaintiffs owned land at Bwebajja which they sold to Uganda Police Force (represented by the Attorney General) for UGX 9,600,000,000 under a sales agreement dated 24 June 2014. The Plaintiffs had accommodated police officers on the premises from 2011, which caused damage and high utility bills. An addendum dated 15 June 2015 required the Plaintiffs to fence the property and grade an access road before receiving the balance of UGX 2,600,000,000. The Plaintiffs completed the required works but were only paid UGX 1,861,200,000. The Defendant deducted UGX 538,800,000 as withholding tax and withheld UGX 200,000,000 for alleged unfinished works including poor painting, weak fencing materials, and failure to level the playground. The Defendant also introduced a new requirement to tarmac an alternative access route not in the original agreement.

Issues

  1. Whether there was breach of contract by any of the parties?
  2. What remedies are available to the parties?

Orders

  • The Defendant is ordered to pay UGX 200,000,000 to the Plaintiffs.
  • The Defendant is ordered to refund UGX 538,000,000 deducted for withholding tax.
  • The Defendant is ordered to pay UGX 30,000,000 in exemplary damages.
  • The Defendant is ordered to pay UGX 10,000,000 in general damages.
  • Interest on the damages at court rate of 6% from the date of judgment till payment in full is awarded.
  • Costs of the suit are awarded to the Plaintiffs.

Rules and key headnotes

Contract Law — Performance of Contracts — Obligation to Perform Promises
Parties to a contract must perform or offer to perform their respective promises unless performance is dispensed with or excused under the Contracts Act or any other law. Where there is no evidence that the requirement to perform has been dispensed with or that the contract has been varied, failure to perform constitutes breach.
Contract Law — Breach of Contract — Variation of Terms — Estoppel
Where parties to a contract have reduced their agreement to writing, a party cannot later introduce oral evidence to negate, vary, or contradict the contents of the document. A party who drafts and agrees to specific contractual terms, including an undertaking to pay all taxes incidental to a transaction, cannot subsequently renege on those terms by relying on statutory provisions that would ordinarily apply in the absence of such agreement.
Contract Law — Breach of Contract — Withholding Payment — Unilateral Deductions
Where a contract contains no provision authorising a party to withhold payment for alleged defects or unfinished works, and where an addendum unconditionally undertakes to pay the balance without mentioning such defects, a party cannot unilaterally withhold payment on grounds of breach that were not raised at the time of the addendum. Such withholding constitutes breach of contract.
Contract Law — Breach of Contract — Introduction of New Terms
A party breaches a contract by introducing new and extraneous terms not originally agreed upon and making payment conditional on compliance with such new terms. Where a new obligation (such as tarmacking a road instead of grading with marram) is imposed after the original agreement and has significant cost implications, this constitutes breach.
Damages & Quantum — Compensation for Breach — Non-Payment of Debt
The only compensation for non-payment of debt is payment of the debt. Where a party proves that money was wrongfully withheld or deducted in breach of contract, the court will order payment or refund of the full amount.
Damages & Quantum — Exemplary Damages — Oppressive Conduct by Government Servants
Exemplary damages may be awarded where there has been oppressive, arbitrary, or unconstitutional action by servants of the government. Where a government institution withholds payment of a contract sum for alleged breach without sound reason and in circumstances where the plaintiff had fulfilled its obligations, such conduct is oppressive and warrants an award of exemplary damages.
Damages & Quantum — General Damages — Inconvenience from Delayed Payment
General damages may be awarded for inconvenience caused by delay in payment of monies due and owing, arising as a direct, natural, and probable consequence of the defendant's breach of contract. Where a party holds onto monies due for an extended period without sound reason, the court may award general damages for the inconvenience suffered.

Legislation cited (7)

Cases cited (5)

  • Barclays Bank of Uganda Ltd v Bakojja (Civil Suit No. 53 of 2011)
  • Rookes V Barnard 1964 All ER 347
  • Uganda Commercial Bank v Deo Kigozi [2002] E.A 293
  • James Fredrick Nsubuga v Attorney General (Civil Suit No. 13 of 1993)
  • Milly Mosembe v Sugarcane Co-operation of Uganda, Lugazi and Another (SCCA No. 1 of 2000)

Full judgment

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

Ssemakula & Another v Attorney General (Civil Suit 616 of 2016) [2023] UGCommC 228 (29 March 2023)
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.