Wakilii

Themi Nakibuuka Sebalu v Bulenge Investment Limited and Another (Civil Suit No. 1053 of 2024)

High Court · [2026] UGCOMMC 30 · 2026 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of investment contract, recovery of money, and damages. Defendants failed to file defence; matter proceeded ex parte following grant of default judgment.
Decision
Judgment entered for plaintiff against 1st defendant for breach of contract. Plaintiff awarded UGX 420,000,000 as suit sum, UGX 100,000,000 as general damages, interest at 15% per annum, and costs. Fraud claim dismissed.

Observed later treatment

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Holding

The High Court held that the first defendant breached an investment contract by failing to pay monthly profits of UGX 20,000,000 and to refund the principal sum of UGX 200,000,000. The court awarded the plaintiff recovery of UGX 420,000,000, general damages of UGX 100,000,000, and interest at 15% per annum. The fraud claim was dismissed for failure to prove the allegation to the required standard despite the defendants' default.

Outcome

Judgment entered for plaintiff against 1st defendant for breach of contract. Plaintiff awarded UGX 420,000,000 as suit sum, UGX 100,000,000 as general damages, interest at 15% per annum, and costs. Fraud claim dismissed.

Facts

The plaintiff entered into an investment agreement with the first defendant dated 1 July 2023 to 1 July 2024, advancing UGX 200,000,000 with an expectation of monthly profits of UGX 20,000,000. The plaintiff received only one month's payment in installments totaling UGX 20,000,000, paid late. The defendants subsequently defaulted on all further monthly payments and failed to refund the principal sum. The plaintiff alleged the second defendant, as director of the first defendant, fraudulently induced her to enter the contract without intention to perform, operating an unlicensed investment business as a Ponzi scheme. The defendants were served with summons on 27 September 2024 but failed to file a defence. Default judgment was granted on 17 January 2025. The defendants attempted to file a defence and counterclaim on 22 December 2025 but this was not admitted for being out of time and for non-payment of filing fees.

Issues

  1. Whether the Defendants breached the contract?
  2. Whether the Defendants were fraudulent?
  3. What remedies are available to the parties?

Orders

  • The 1st Defendant breached the investment agreement entered into with the Plaintiff.
  • The Plaintiff is entitled to recover the suit sum of UGX 420,000,000 from the 1st Defendant Company.
  • The Plaintiff is awarded general damages of UGX 100,000,000 against the 1st Defendant Company.
  • The Plaintiff is awarded interest at the rate of 15% per annum on the suit sum from the date of filing this suit until payment in full and interest on the general damages at the same rate from the date of this judgment till payment in full.
  • The Plaintiff is awarded the costs of the suit against the 1st Defendant company.

Rules and key headnotes

Contract Law — Breach of Contract — Failure to Perform Contractual Obligations
A breach of contract occurs when a party fails to perform any promise that forms all or part of the contract, including failure to perform in a manner that meets the standards of the industry or failure to complete an obligation on time.
Civil Procedure — Default Judgment — Burden of Proof in Ex Parte Proceedings
Even where a defendant fails to file a defence and the matter proceeds ex parte, the plaintiff still bears the burden of proving the case on a balance of probabilities. Failure to file a defence creates a presumption of constructive admittance, and the allegations must be taken as true.
Contract Law — Fraud — Standard of Proof
The standard of proof in cases of fraud is higher than the usual balance of probabilities required in civil cases, but not quite the level of beyond reasonable doubt required in criminal cases. Fraud must be attributed to the defendant for him or her to be culpable, and the plaintiff must prove actual intention to defraud.
Company Law — Lifting the Corporate Veil — Requirements
Under section 18 of the Companies Act, the High Court may lift the corporate veil in cases involving fraud, tax evasion, or improper conduct. Directors can be held personally liable where the company is used as a façade to perpetrate fraud and other injustices. However, the plaintiff must first prove that the individual is a director of the company and must prove fraud to the required standard.
Damages & Quantum — General Damages — Assessment in Commercial Cases
In commercial cases, courts should be cognizant of economic realities. Loss of cash flow can cause irreparable damage to a business, particularly given high costs of credit and inflation in Uganda. General damages may be awarded to compensate a plaintiff for financial distress and inconvenience caused by being kept away from invested money and expected returns.
Damages & Quantum — Exemplary Damages — Circumstances for Award
Exemplary damages are awarded in three categories of cases: oppressive, arbitrary, or unconstitutional action by government servants; where the defendant's conduct was calculated to make a profit exceeding compensation payable; or where authorized by law. The power should be used with restraint and is not justified in ordinary breach of contract cases that can be adequately redressed through contractual remedies.
Damages & Quantum — Interest — Basis for Award
The basis for awards of interest is that the defendant has taken and used the plaintiff's money and benefited. Where a defendant breaches an investment contract, having received the plaintiff's funds and failed to pay agreed returns, the defendant is in possession of and has benefited from the monies to the plaintiff's loss, justifying an award of interest.

Legislation cited (8)

Cases cited (27)

  • Miller v Minister of Pensions [1947] 2 All ER 372
  • Kirugi and Another v Kabiya and Three Others [1987] KLR
  • Meridiana Africa Airlines (U) Limited v Avmax Spares (EA) Ltd (High Court Civil Suit No. 111 of 2017)
  • Prof Rubaire Akiiki and Others v Development Consultants International Limited (High Court Civil Suit No. 370 of 2011)
  • Sylar Kakugu Tumwesigyire v Trans Sahara International General TRDG L.L.C (High Court Civil Suit No. 0095 of 2005)
  • Smith v Auto Electric Services Ltd (1951) 24 KLR 22
  • Fredrick J.K Zaabwe v Orient Bank and Others (Supreme Court Civil Appeal No. 4 of 2006)
  • Betuco (U) Limited v Barclays Bank of Uganda and 3 Others [2018] UGSC 39
  • David Ssejjak v Rebecca Musoke (Supreme Court Civil Appeal No. 12 of 1985)
  • Beatrice Odongo and Another v Tamp Engineering Consultants Ltd (Court of Appeal Civil Appeal No. 8 of 2020)
  • ABSA Bank (U) Ltd v Enjoy Uganda Ltd (High Court Miscellaneous Application No. 1243 of 2023)
  • Storms v Hutchinson [1905] AC 515
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (Supreme Court Civil Appeal No. 7 of 1995)
  • Obongo and Another v Municipal Council of Kisumu [1971] EA 91
  • Ntabgoba v Editor-in-chief of the New Vision and Another [2004] 2 EA 234
  • Peter Musoke v Merger Technical Services Uganda Limited (High Court Civil Suit No. 426 of 2022)
  • MTK (U) Limited v Attorney General and Others (High Court Civil Suit No. 578 of 2022)
  • Luwa Luwa Investments Limited v Uganda Revenue Authority (High Court Miscellaneous Application No. 1336 of 2022)
  • Aya Investments (U) Limited v Industrial Development Corporation of South Africa (High Court Miscellaneous Application No. 3063 of 2023)
  • Rookes v Barnard [1964] AC 1129
  • Premchandra Shenoi and Another v Maximov Oleg Petrovich (Supreme Court Civil Appeal No. 9 of 2003)
  • Sietco v Noble Builders (U) Ltd (Supreme Court Civil Appeal No. 31 of 1995)
  • Harry Ssempa v Kamabagambire David (High Court Civil Suit No. 408 of 2014)
  • Lyamuleme David v Attorney General (Supreme Court Civil Appeal No. 4 of 2013)
  • Anglo-Cyprian Trade Agencies Ltd v Paphos Wine Industries Ltd [1951] 1 All ER 873
  • Lawrence Muwanga Stephen v Stephen Kyeyune (Supreme Court Civil Appeal No. 12 of 2001)
  • Namatovu Susan v Baguma Augustine (Civil Suit No. 1073 of 2013)

Full judgment

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

Themi Nakibuuka Sebalu v Bulenge Investment Limited and Another (Civil Suit No. 1053 of 2024) [2026] UGCommC 30 (6 February 2026)
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.