Wakilii

Tumwesigye v Asiimwe (Miscellaneous Application No. 674 of 2021)

High Court · [2022] UGHCCD 73 · 2022 Application Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application to vary earlier court order arising from company cause concerning appointment of director
Decision
Respondent removed as director; applicant authorized to hold one member meeting and appoint new company secretary pending share transmission

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court has power under section 82 of the Civil Procedure Act and Order 46 of the Civil Procedure Rules to vary its orders where there is material change of circumstances. Where a director appointed by court order to represent a deceased shareholder's estate has refused to cooperate in company operations, refused to provide required documentation for licence renewal, and caused a total breakdown in communication resulting in the company's operations being halted, this constitutes sufficient reason to vary the earlier appointment order.

Outcome

Respondent removed as director; applicant authorized to hold one member meeting and appoint new company secretary pending share transmission

Facts

Bruno Tumwesigye and the late Twesigye Victor were shareholders and directors of Double Joy International Limited. Following Victor's death in July 2020, the applicant obtained court leave to hold a one member meeting. The court ordered the appointment of an administrator of the deceased's estate as director to protect the estate's interests. The applicant appointed Brenda Asiimwe, a legal representative of the estate. Subsequently, Asiimwe refused to cooperate with company operations, refused to submit her bio data to Interpol for vetting, refused to surrender company documents, books of accounts, and EEMIS and Musaned passwords necessary for renewal of the company's recruitment licence with the Ministry of Gender, Labour and Social Development. This resulted in the company's operations being halted. The respondent alleged the applicant had withdrawn USD 18,000 from the company account without authorization, which the applicant denied, stating he withdrew USD 12,000 in accordance with the banking mandate to pay company liabilities.

Issues

  1. Whether there is sufficient reason to review or vary the court's earlier order appointing the respondent as director.

Orders

  • Application granted.
  • The earlier order of 17th February 2021 directing appointment of an administrator of the estate of the late Twesigye Victor as director is varied.
  • The applicant is directed to hold a one member meeting for the purposes of removing the respondent as a director.
  • The applicant is directed to appoint Matsiko Alexander as the Company Secretary for a period of one year pending the effective transmission of shares to the representative of the estate of the late Twesigye Victor.

Rules and key headnotes

Civil Procedure — Review and Variation of Orders — Material Change of Circumstances
A court has power under section 82 of the Civil Procedure Act and Order 46 of the Civil Procedure Rules to review or vary its own orders where there is any other sufficient reason, including a material change of circumstances that has occurred since the original order was made.
Civil Procedure — Review and Variation — Test for Variation
For a court to vary its earlier order, the applicant must show either a material change of circumstances or that the judge who made the earlier order was misled as to the correct factual position. The application must be brought promptly without unreasonable delay.
Company Law — Directors — Removal for Non-Cooperation
Where a director appointed by court order to represent a deceased shareholder's estate refuses to cooperate in the daily operations of the company, refuses to participate in company affairs, and causes a total breakdown of communication that halts the running of the company, this constitutes sufficient reason to vary the court order appointing that director.
Civil Procedure — Affidavit Evidence — Uncontroverted Averments
Where facts are sworn to in an affidavit and they are not denied or rebutted by the opposite party, the presumption is that such facts are admitted as true.

Legislation cited (8)

Cases cited (4)

  • Samwiri Mussa vs Rose Achen
  • Energo Projekt Niskogradnja Joint Stock Company v Kasirye Ggwanga (HCMA No. 558 of 2009)
  • Lazarus Kirech Kisorio v Arap Barno [2018]eKLR
  • Tibbles v SIG PLC (Trading as Asphalt Roofing Supplies) [2012] EWHCA

Full judgment

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

Tumwesigye v Asiimwe (Miscellaneous Application No. 674 of 2021) [2022] UGHCCD 73 (29 April 2022)
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.