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Stanlib Arena Holdco and Others v Charles Odere [2025] UGCOMMC 469

High Court · 2025 Application Granted — Suit Dismissed and Referred to Arbitration AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Consolidated applications arising from a summary suit for debt recovery, seeking referral to arbitration, stay of proceedings, and challenges to jurisdiction
Decision
Suit dismissed and parties referred to arbitration in accordance with the arbitration clause in the Share Purchase, Subscription and Shareholders Agreement

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that where parties have entered into a valid arbitration agreement, the court must refer disputes falling within the scope of that agreement to arbitration. The court found that the Share Purchase, Subscription and Shareholders Agreement contained a clear and enforceable arbitration clause covering the dispute over repayment of a shareholder loan. The court further held that an exclusive jurisdiction clause in a facility agreement selecting English courts was valid and binding. The suit was dismissed and the parties referred to arbitration.

Outcome

Suit dismissed and parties referred to arbitration in accordance with the arbitration clause in the Share Purchase, Subscription and Shareholders Agreement

Facts

The parties entered into a Share Purchase, Subscription and Shareholders Agreement (SSA) on 20 December 2016 to govern their relationship in respect of the Arena Mall Project. The respondent and the 1st applicant were shareholders in the 2nd applicant company. The respondent filed Civil Suit No. 963 of 2025 claiming recovery of a USD 400,000 shareholder loan plus interest. The 1st and 2nd applicants filed applications seeking referral to arbitration and a stay of proceedings. The respondent subsequently filed an amended plaint joining the 3rd to 7th applicants as defendants without court leave. All applicants filed applications challenging jurisdiction and seeking to strike out the amended plaint. The SSA contained an arbitration clause providing for disputes to be resolved by arbitration under the Commercial Arbitration Rules of the Arbitration Foundation of South Africa, with the seat in Johannesburg. A facility agreement between the 6th applicant and the respondent contained an exclusive jurisdiction clause selecting English courts.

Issues

  1. Whether the dispute as between the Applicants and the Respondent should be referred to arbitration.
  2. Whether the dispute as between the 6th Applicant and the Respondent is the subject of an enforceable exclusive jurisdiction and choice of law clause.
  3. Whether this Honourable Court can exercise territorial jurisdiction over the 3rd, 4th, 5th and 7th Applicants.
  4. Whether the amended plaint should be struck out and/or the suit dismissed.
  5. In the alternative, whether the Main Suit ought to be stayed until final determination of Companies Petition No. 26 of 2025.

Orders

  • A declaration that this Honourable Court has no jurisdiction to entertain the suit due to the fact that the disputes between the Applicants and the Respondent are the subject of valid and binding arbitration agreement and are referred for resolution through final and binding arbitration.
  • Civil Suit No. 963 of 2025 is hereby dismissed having been referred to arbitration in accordance with the dispute resolution provision under the agreement.
  • Costs of this application are awarded to the applicants.

Rules and key headnotes

Arbitration — Referral to Arbitration — Mandatory Referral under Section 5 of the Arbitration and Conciliation Act
Where parties have entered into a valid arbitration agreement, a court before which proceedings are brought in a matter which is the subject of that agreement must refer the matter to arbitration unless the arbitration agreement is null and void, inoperative or incapable of being performed.
Arbitration — Party Autonomy — Effect of Arbitration Agreement on Court Jurisdiction
Where the language of an arbitration clause is such that it places parties' disputes outside the ambit of the court, the parties have elected to remove themselves from the jurisdiction of the court into that of an arbitral tribunal, and the court should give effect to that intention.
Arbitration — Arbitrability — Statutory Claims and Arbitration
An arbitration agreement does not override the exclusive jurisdiction conferred on the court by statute. However, where parties have agreed to refer their disputes to arbitration, the court should give effect to that position, and the fact that statutory power is given to the court does not mean that an arbitrator to whom a dispute is properly agreed to be referred does not have similar power.
Contract Law — Exclusive Jurisdiction Clauses — Enforcement
Where parties have bound themselves by an exclusive jurisdiction clause, effect should ordinarily be given to that obligation unless the party suing in the non-contractual forum discharges the burden of showing strong reasons for suing in that forum.
Civil Procedure — Jurisdiction — High Court Jurisdiction and Arbitration Agreements
The unlimited original jurisdiction of the High Court under Article 139(1) of the Constitution is not unfettered and may be circumscribed by statutory provision, including those created by arbitration agreements under the authority of the Arbitration and Conciliation Act.

Legislation cited (8)

Cases cited (12)

  • Koboko District Local Government v Okujjo Swali (Miscellaneous Application No. 0001 of 2016)
  • Babcon (U) Ltd v Mbale Resort Hotel (Civil Appeal No. 87 of 2011)
  • Heyam and Another Vs Darwins Ltd [1942] 1 All ER 337
  • Fulgensius Mungereza v Africa Central (Civil Appeal No. 34 of 2001)
  • Xsabo Power Limited and Others v Great Lakes Energy Company NV (Miscellaneous Application No. 1567 of 2022)
  • Smile Communications Uganda Ltd v ATC Uganda Ltd and Another (High Court Appeal No. 0004 of 2022)
  • Premium Nafta Products Ltd and Others Vs Fili Shipping Company Ltd and 30 Others [2007] UKHL 40
  • Insigma Technology Co. Ltd V Alstorn Technology Ltd [2009] SGCA 24
  • Uganda Projects Implementation and Management Centre v Uganda Revenue Authority (Constitutional Appeal No. 2 of 2009)
  • Huadar Guangdong Chinese Co Ltd v Damco Logistics Uganda Limited (High Court Civil Suit No. 4 and 5 of 2012)
  • Uganda Telecom v Rodrigo Chacon t/a Andes Alps Trading (Miscellaneous Application No. 337 of 2008)
  • Bank One Ltd v Simbamanyo Estate Ltd (Miscellaneous Application No. 1302 of 2022)

Full judgment

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Stanlib Arena Holdco and Others v Charles Odere 2025 UGCommC 469 (24 December 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.