Wakilii

Trade Mark East Africa Limited v National Organic Agricultural Movement of Uganda Limited (NOGAMU) (Civil Suit 127 of 2019)

High Court · [2024] UGHCCD 149 · 2024 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 and refund of grant funds
Decision
Defendant held liable for breach of contract and ordered to refund USD 72,980 with interest and costs

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that the defendant breached the Grant Agreement by failing to disclose additional funding obtained from SIDA for the same project (double dipping) and by failing to provide written evidence of any agreed variation to purchase larger dryers. The court rejected the defence that the plaintiff had been informed of the changes, finding no documentary evidence of variation. The defendant was ordered to refund USD 72,980 with interest at 2% per annum from the date of judgment, plus costs.

Outcome

Defendant held liable for breach of contract and ordered to refund USD 72,980 with interest and costs

Facts

The plaintiff established the Trade Mark East Africa Research and Advisory Fund (TRAC) in 2012 and contracted with Nathan Associates London Limited (NALL) to manage the fund. In March 2013, NALL and the defendant signed a Grant Agreement for USD 227,828 to purchase eight fruit dryers. Between March 2014 and December 2015, the defendant received reimbursements totaling USD 227,493 to purchase five fruit dryers. In July 2014, the defendant entered into a separate grant agreement with SIDA Uganda for procurement of seven fruit dryers for the same project beneficiaries. A 2017 audit revealed that the defendant had obtained USD 72,980 from SIDA for fruit dryers but failed to disclose this alternative funding source to the plaintiff as required by the Grant Agreement. The defendant claimed reimbursement from the plaintiff using SIDA documentation, constituting double dipping. The defendant contended that it had informed the plaintiff about expanding dryer capacity and that SIDA funds complemented TRAC funds, but provided no written evidence of variation or disclosure.

Issues

  1. Whether the defendant is liable for breach of contract?
  2. What are the remedies available to the parties?

Orders

  • Judgment for the plaintiff.
  • Defendant liable for breach of contract.
  • Defendant to refund USD 72,980 to the plaintiff.
  • Interest awarded at 2% per annum from the date of judgment.
  • Costs of the suit awarded to the plaintiff.

Rules and key headnotes

Contract Law — Breach of Contract — Failure to Disclose Alternative Funding
Where a grant agreement requires a grantee to inform the grantor in writing of any other funding received for the same project, failure to disclose such alternative funding constitutes a breach of contract, even where the grantee claims the grantor had informal knowledge of the additional funding.
Contract Law — Variation of Contract — Requirements for Valid Variation
A variation of an existing contract must possess the characteristics of a valid contract including offer, acceptance and consideration, and where the original contract contemplates written formalities, a material variation must be evidenced in writing and agreed upon by both parties.
Contract Law — Sanctity of Contract — Courts Cannot Rewrite Contracts
Courts are bound by the terms and conditions in a contract between parties and lack the power to add to or subtract from those terms. Parties to a contract are not allowed to unilaterally alter the terms, and the principle of pacta sunt servanda requires that non-fraudulent agreements must be observed.
Contract Law — Performance of Contract — Dispensation and Variation
Under section 33(1) of the Contracts Act 2010, parties to a contract shall perform their respective promises unless performance is dispensed with or excused under the Act, and under section 67, rights and duties may be varied by express agreement, course of dealing, usage or custom, but such variation must be proved where denied by a party.
Damages & Quantum — Breach of Contract — Compensatory Function
The normal function of damages for breach of contract is compensatory, not punitive. Damages should place the innocent party in the position they would have achieved had the contract been performed, and must be assessed as at the time the contract was broken.

Legislation cited (6)

Cases cited (7)

  • Ronald Kasibante v Shell Uganda Ltd (High Court Civil Suit No. 542 of 2006)
  • Makubuya Enock v Songdoh Films (U) Ltd & Another (High Court Civil Suit No. 349 of 2017)
  • Golden Const. Co Ltd v Stateco (Nig) Ltd (2014) 8 NWLR (pt 1408) p. 171
  • National Bank of Kenya v Pipe Plastic Sankolit (K) Ltd & Anor [2001] EA
  • Marurui Venkata v Bank of India (Uganda) Ltd (High Court Civil Suit No. 804 of 2014)
  • Kibimba Rice Ltd v Untar Sazim (Supreme Court Civil Appeal No. 17 of 1992)
  • Muller v Home Finance [2012] 55 GMJ 69 SC

Full judgment

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

Trade Mark East Africa Limited v National Organic Agricultural Movement of Uganda Limited (NOGAMU) (Civil Suit 127 of 2019) [2024] UGHCCD 149 (12 September 2024)
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.