Wakilii

Tal Medical and Rescue (TMR) International Limited v Lucien Tibaruha and Others [2025] UGCOMMC 542

High Court · 2025 Judgment for Defendant AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of renovation costs with counterclaim for unpaid rent and damages
Decision
Plaintiff's claim dismissed; defendant's counterclaim partly allowed with judgment for unpaid rent and nominal damages

Observed later treatment

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Holding

The court held that while the tenant's modifications were initially made without written landlord consent as required by the tenancy agreement, the landlords acquiesced to them by remaining silent for six years and granting a twenty-year lease after the works. The tenant cannot recover renovation costs because the agreement only provided for 50% contribution toward renovations, not substantial modifications, and the tenant failed to prove costs through proper documentation. The tenant breached the contract by failing to pay UGX 136,159,055 in rent.

Outcome

Plaintiff's claim dismissed; defendant's counterclaim partly allowed with judgment for unpaid rent and nominal damages

Facts

The plaintiff, operating a medical facility, entered into a tenancy agreement with the defendants in January 2015 for property in Kyadondo Block 221. The agreement provided that both parties would share renovation costs equally (50% each). The plaintiff proceeded to extensively modify the premises to suit hospital operations, including demolitions, structural alterations, creation of additional rooms, and construction of new wings. These works, which commenced in December 2014 and concluded in November 2016, were carried out without the defendants' written consent as required by clause 4(h) of the tenancy agreement. The plaintiff sought to recover UGX 669,596,517 (50% of alleged renovation costs based on a cost appraisal report). The defendants counterclaimed for unpaid rent of UGX 252,200,000 (later reduced to UGX 206,573,730), arguing the modifications were illegal and unauthorized. The first and fourth defendants visited the premises during the modification works and saw the changes but did not object. In May 2018, after the modifications were complete, the defendants granted the plaintiff a twenty-year lease. The development permission from the physical planning committee was only obtained in August 2021, after the works were completed.

Issues

  1. Whether the plaintiff is entitled to recover UGX 669,596,517 from the defendants being 50% of the cost of the renovation works.
  2. Whether the plaintiff's modifications, alterations, and additions to the premises were illegal and carried out with the knowledge and consent of the defendants.
  3. Whether the plaintiff is liable to pay all rental arrears.
  4. What remedies are available to the parties?

Orders

  • Plaintiff's case dismissed.
  • Judgment entered for the defendants/counterclaimants.
  • Plaintiff/counter-defendant to pay defendants/counterclaimants UGX 136,159,055 as outstanding rent arrears.
  • Nominal damages of UGX 500,000 awarded to defendants.
  • Interest at court rate per annum on the decretal sum from the date of judgment till payment in full.
  • Each party to bear their own costs of the suit.

Rules and key headnotes

Tenancy Agreement — Modifications Without Written Consent — Acquiescence
Where a tenancy agreement requires a tenant to obtain the landlord's prior written consent before making structural modifications, alterations or additions, and the tenant proceeds without such consent, but the landlord visits the premises, observes the modifications, remains silent for six years, and subsequently grants a long-term lease, the landlord acquiesces to the modifications and cannot later claim they were unauthorized or illegal.
Tenancy Agreement — Renovation Costs — Distinction Between Renovations and Modifications
A contractual obligation to share renovation costs equally does not extend to substantial modifications, alterations, and additions that structurally change the premises. Where a tenancy agreement envisages 50% contribution for renovations (repair and restoration), a tenant cannot recover half the costs of extensive modifications that transform the property to suit the tenant's specific business purposes.
Breach of Contract — Proof of Damages — Documentary Evidence
A party claiming monetary compensation for renovation or construction work must prove the actual costs incurred through primary documentary evidence such as invoices, bills of quantities, or receipts. A cost appraisal report prepared by the claiming party and merely reviewed by an external valuer, without supporting invoices or bills of quantities, is insufficient to prove the quantum of expenditure.
Breach of Contract — Set-Off — Tenant's Payment of Landlord's Obligations
Where a tenancy agreement obligates the landlord to pay ground rent and municipal rates, and the landlord defaults, the tenant's payments of these obligations on the landlord's behalf must be set off against the tenant's rental arrears. A party cannot benefit from their own breach or omission, and the principle that he who comes to equity must come with clean hands applies.
General Damages — Breach of Tenancy Agreement — Nominal Damages
Where a tenant breaches a tenancy agreement by failing to pay rent but the landlord acquiesced to the tenant's unauthorized modifications and benefited from them, and the landlord has not proven actual loss or damage from the breach, the court may award nominal damages rather than substantial general damages.

Legislation cited (10)

Cases cited (7)

  • Hadley v Baxendale (1854) 9 Exch 341
  • Robert Gossens v Attorney General (Supreme Court Civil Appeal No. 8 of 1999)
  • Uganda Commercial Bank v Kigozi [2002] EA 305
  • Kinyera v The Management Committee of Laroo Building Primary School (High Court Civil Suit No. 099 of 2013)
  • Jennifer Behange, Rwanyindo Aurelia, Paul Bagenzi v School Outfitter (U) Limited (Court of Appeal Civil Appeal No. 53 of 1999)
  • Godfrey Ssebanakita v Fuelex (U) Ltd
  • Kitgum Co-operative Society Limited v Okonya

Full judgment

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

Tal Medical and Rescue (TMR) International Limited v Lucien Tibaruha and Others 2025 UGCommC 542 (28 January 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.