Wakilii

Towerco of Africa (Uganda) Limited and Another v Geoffrey Donnels Oketayot and Others (Miscellaneous Application No. 715 of 2025)

High Court · [2025] UGCOMMC 386 · 2025 Application Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Interlocutory application challenging jurisdiction arising from Civil Suit No. 313 of 2025
Decision
Application challenging jurisdiction dismissed; main suit to proceed before the High Court Commercial Division

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the High Court has jurisdiction to hear and determine Civil Suit No. 313 of 2025 despite exclusive English jurisdiction clauses in the investment, shareholders' and call option agreements. The respondents' allegations of fraud, economic duress and undue influence in procuring the agreements constitute strong reasons to override the exclusive jurisdiction clause. The court must investigate the legality of the contracts before enforcing the jurisdiction clause. Application dismissed with costs in the cause.

Outcome

Application challenging jurisdiction dismissed; main suit to proceed before the High Court Commercial Division

Facts

The applicants and respondents executed investment, shareholders' and call option agreements dated 6 May 2022 containing exclusive English law and jurisdiction clauses. The respondents subsequently filed Civil Suit No. 313 of 2025 in the High Court Commercial Division seeking declarations that the agreements were procured by fraud, economic duress and undue influence, and that the exclusive jurisdiction clauses are void and unenforceable. The applicants applied to have the suit dismissed or stayed and referred to English courts pursuant to the jurisdiction clauses. The respondents opposed, arguing they had waived the clauses by performing contractual obligations under Ugandan law, and that the allegations of fraud, duress and undue influence constitute strong reasons to override the jurisdiction clause.

Issues

  1. Whether the affidavit in support of the application and the affidavit in rejoinder are competent?
  2. Whether this Court has jurisdiction to hear and determine Civil Suit No. 313 of 2025?
  3. What remedies are available to the parties?

Orders

  • Application dismissed.
  • Costs of the application to be in the cause.

Rules and key headnotes

Affidavits — Competence — Advocate Without Valid Practicing Certificate
The absence of a valid practicing certificate does not bar an advocate from swearing an affidavit as a witness in that capacity or invalidate the affidavit sworn. The practicing certificate is only a licence to practice law, and its absence does not affect the advocate's capacity to depose to facts as a witness.
Affidavits — Personal Knowledge — Interlocutory Applications
On interlocutory applications, an affidavit may contain statements as to the deponent's information and belief provided the source of information is given. An advocate representing a party may depose to facts drawn from agreements and documents in the case file within their knowledge and belief.
Jurisdiction — Exclusive Jurisdiction Clauses — Strong Reasons Exception
Where parties have bound themselves by an exclusive jurisdiction clause in favour of a foreign court, the Ugandan court will ordinarily stay its proceedings unless the plaintiff shows strong cause or strong reasons why they should be allowed to breach their promise to sue exclusively in the other forum. Strong reasons include bias, fraud, duress, undue influence or other countervailing circumstances.
Exclusive Jurisdiction Clauses — Fraud, Duress and Undue Influence
An exclusive jurisdiction clause may be unenforceable if the inclusion of the clause in the agreement was the product of fraud, duress or undue influence. Where a plaintiff alleges that the agreement containing the jurisdiction clause was procured by fraud, economic duress or undue influence, the court must investigate the legality of the contract before enforcing the jurisdiction clause.
Exclusive Jurisdiction Clauses — Performance in Uganda Not Waiver
The fact that an agreement was negotiated, performed and possibly breached in Uganda is immaterial to the enforceability of an exclusive foreign jurisdiction clause. Compliance with statutory requirements such as registration of shares and obtaining licences in Uganda cannot be construed as waiver of an exclusive jurisdiction agreement.

Legislation cited (13)

Cases cited (22)

  • Oriental Insurance Brokers Limited v Transocean (U) Limited (Supreme Court Civil Appeal No. 55 of 1995)
  • Prof. Syed Huq v The Islamic University in Uganda (Supreme Court Civil Appeal No. 47 of 1995)
  • Collin Kasule v Fina Bank (U) Ltd and Another (Civil Revision No. 05 of 2015)
  • Suubi Kinyamatama Juliet v Ssentongo Robinah Kasirye (Election Petition Appeal No. 92 of 2016)
  • Apama Amato Boroa v Obiga Kania and Another (Election Petition No. 02 of 2021)
  • Ochwa David v Ogwari Polycarp and Another (Election Petition No. 04 of 2021)
  • Centre for Health, Human Rights and Development (CEHURD) and 2 Others v Uganda National Health Research Organisation (UNHRO) and 2 Others (Miscellaneous Cause No. 429 of 2019)
  • Bankone Limited v Simbamanyo Estates Limited (High Court Miscellaneous Application No. 645 of 2020)
  • Co-Operative Bank Limited Vs Kasiko John [1983] HCB
  • Namutebi Matilda v Ssemanda Simon and 2 Others (Miscellaneous Application No. 430 of 2021)
  • Desai Vs Warsama [1967] 1 EA 351
  • Maersk Agency Uganda Limited v Derrick Munywevu and Another (High Court Miscellaneous Application No. 1177 of 2021)
  • ICCO Cooperation Uganda v Trivision Uganda Limited (High Court Miscellaneous Application No. 64 of 2018)
  • Koboko District Local Government v Okujjo Swali (High Court Miscellaneous Application No. 1 of 2016)
  • Ozuu Brothers Enterprises v Ayikoru Milka (High Court Civil Revision No. 02 of 2016)
  • Transtrac Ltd v Damco Logistics Uganda Limited (High Court Miscellaneous Application No. 394 of 2010)
  • Huadar Guangdong Chinese Co. Ltd v Damco Logistics Uganda Limited (High Court Civil Suit No. 04 of 2012)
  • Businge Maxim and Another v Sinopec Services (U) Ltd (High Court Civil Suit No. 07 of 2023)
  • Uganda Telecom v Rodrigo Chacon t/a Andes Alps Trading (High Court Miscellaneous Application No. 337 of 2008)
  • Deutsche Gesellschaft Fur Internationale Zusammenarbeit (GIZ) GmbH v Oria & Sons Investment Limited (High Court Miscellaneous Application No. 1640 of 2022)
  • CMA CGM Uganda Ltd v M/s H. Ssekatawa International Ltd (High Court Civil Appeal No. 27 of 2013)
  • Beiersdorf East Africa Limited and Another v Dembe Trading Enterprises Limited (Miscellaneous Appeal No. 45 of 2022)

Full judgment

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Towerco of Africa (Uganda) Limited and Another v Geoffrey Donnels Oketayot and Others (Miscellaneous Application No. 715 of 2025) [2025] UGCommC 386 (21 October 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.