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Vantage Mezzanine Fund II Partnership v Simba Properties Investment Co. Limited & 5 Others (Taxation Appeal 14 of 2024)

High Court · [2025] UGCOMMC 23 · 2025 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Taxation appeal from ruling of Deputy Registrar on costs arising from Civil Suit No. 0201 of 2021
Decision
Bill of costs remitted to Deputy Registrar for fresh taxation

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that the Deputy Registrar erred in determining that the subject-matter value of the underlying suit was unascertainable. The suit sought relief from a liquidated debt of USD 26,486,633.78 on grounds of illegality and unconscionability. These were cumulative arguments supporting a single claim, not alternative claims. The subject-matter value was therefore ascertainable from the pleadings at USD 26,486,633.78, and the applicable scale should have been applied. The Registrar also failed to consider all items in the bill. Taxation was ordered de novo.

Outcome

Bill of costs remitted to Deputy Registrar for fresh taxation

Facts

The appellant lent USD 10,000,000 to the respondents under a Mezzanine Term Facility Agreement dated 11 December 2014. The respondents later filed Civil Suit No. 988 of 2019 seeking declarations that the agreement was illegal, void, and unenforceable on grounds that the appellant was unlicensed to conduct financial business in Uganda and that the terms were unconscionable. The suit was dismissed when the court referred the matter to arbitration on application by the appellant. The court awarded costs to the appellant. The Deputy Registrar taxed the appellant's bill of costs and awarded instruction fees of UGX 90,000,000 on the basis that the subject-matter value was not ascertainable. The appellant appealed, contending the Registrar should have applied the statutory scale based on the liquidated debt of USD 26,486,633.78 claimed in the suit.

Issues

  1. Whether the learned Deputy Registrar erred in awarding instruction fees of UGX 90,000,000 for the suit.
  2. Whether the learned Deputy Registrar correctly determined that the subject matter value of the suit was not ascertainable.
  3. Whether the learned Deputy Registrar erred in failing to apply the scales under Item 1 (1) (g) of the Sixth Schedule of the Advocates (Remuneration and Taxation of Costs) Regulations.
  4. Whether the learned Deputy Registrar failed to consider certain items in the bill of costs.

Orders

  • Appeal allowed.
  • Award of instruction fees of UGX 90,000,000 set aside.
  • Bill of costs remitted to the Deputy Registrar for taxation de novo.
  • Each party to bear their own costs of the appeal and impugned taxation proceedings.

Rules and key headnotes

Civil Procedure — Pleadings — Alternative Claims — Cumulative Claims Distinguished
An alternative claim is prepared for possibly different interpretations of the same legal facts and legal relationship. Where theories are inconsistent or contradictory the pleading must distinguish between the primary theory and the alternative theory. Where allegations are made cumulatively rather than in the alternative, both may succeed or fail, but determination requires trial evidence. Claims pleaded without clear use of alternative language (e.g. 'alternatively', 'further or alternatively') will be treated as cumulative unless they are determinable as points of law under Order 6 rule 29 of the Civil Procedure Rules.
Civil Procedure — Taxation of Costs — Subject Matter Value — Determination
The value of the subject matter of a suit, for purposes of taxation of costs, ought to be determined from the pleadings, judgment, or settlement. Where the suit seeks relief from an obligation to pay a specified sum of money, that sum is the subject-matter value even if the basis for relief is illegality or unconscionability of the underlying contract. It is the value of the claim or question before Court which constitutes the material over which there is litigation, and not the value of the property to which it relates or from which it springs, which is the determining factor.
Civil Procedure — Taxation of Costs — Instruction Fees — Ascertainable Value
Where the value of the subject matter of a suit is ascertainable from the pleadings, the starting point for determining instruction fees is Item 1 (1) of the 6th Schedule of The Advocates (Remuneration and Taxation of Costs) Regulations as amended. That sum should then be increased taking into account the nature and importance of the cause, the interest of the parties, general conduct of the proceedings, any direction by the trial judge, and all other relevant circumstances. The instruction fee is an independent and static item charged once only and is not affected by the stage the suit has reached.
Civil Procedure — Taxation of Costs — Interlocutory Applications — Unascertainable Value
Where the value of the subject matter of an interlocutory application is unascertainable from the pleadings or any judgment or settlement, the starting point for instruction fees is Item 1 (e) vii (b) of the 6th Schedule of The Advocates (Remuneration and Taxation of Costs) Regulations as amended, which provides that instruction fees should not be less than UGX 300,000. That sum should then be increased taking into account the nature, importance, interest of the parties, conduct of proceedings, and all other relevant circumstances, applying the hypothetical counsel test.
Civil Procedure — Taxation of Costs — Duty of Taxing Officer
It is the duty of the Taxing Officer to consider each and every item presented in the bill of costs. Parties are entitled to know on what grounds costs have been awarded or rejected. An appellate court is entitled to the assistance of the Taxing Officer by an explicit statement of the reasons for deciding as he or she did. The giving of reasons is one of the cornerstones of the judicial function and a central aspect of the rule of law.
Civil Procedure — Taxation of Costs — Taxation De Novo — Grounds
Taxation de novo will be ordered where: (i) the original taxation was null or defective; (ii) the interests of justice require it; and (iii) no injustice will be occasioned to the other party. These conditions are conjunctive. Where the amount awarded is found to have been excessive or inordinately low as a consequence of the Taxing Officer having proceeded on a fundamental misapplication of the law to the facts, taxation de novo is proper.
Administrative Law — Appeals from Discretionary Orders — Grounds for Interference
An appellate court will only interfere with the exercise of discretion by a Registrar where there has been identification of specific error (error of law, mistake as to facts, reliance on irrelevant consideration, ignoring relevant consideration, or giving inappropriate weight to considerations) or inferred error (where the decision is unreasonable or clearly unjust in the absence of identifiable specific error). The appellate court should not interfere merely because it prefers a different result in the absence of error by the Registrar.

Legislation cited (9)

Cases cited (31)

  • Mohamed Kalisa v Gladys Nyangire Karumu and two others (Supreme Court Civil Reference No. 139 of 2013)
  • In the matter of Rev. Fr. Obadia Kabande and five others, [1972] HCB 100
  • In the matter of Rev. Fr. D. A. Atim and five others [1973] HCB 100
  • Komunda P. and two others v. A. Katuramu [1994-95] HCB 85
  • Mayanja Grace v. Yusufu Luboyera [1977] HCB 133
  • Sewan Sigh Bahra v. Halling Manzoor [1998-2000] HCB 37
  • Mansukhalal Ramji Karia and Crane Finance Co. Ltd v Attorney General and two others (Supreme Court Civil Application No. 1 of 2003)
  • Shanti v. Hindocha and others [1973] 1 EA 207
  • Godfrey Magezi and another v Sudhir Rupaleria (2) (Supreme Court Civil Application No. 10 of 2002)
  • Crane Finance Co. Ltd v Makerere Properties Ltd (Supreme Court Civil Appeal No. 1 of 2001)
  • The Executrix of the Estate of Christine Mary N. Tebajjukira and another v Noel Grace Shalita (Supreme Court Civil Application No. 8 of 1988)
  • Banco Arabe Espanol v Bank of Uganda (Supreme Court Civil Appeal No. 8 of 1998)
  • Mbogo and another v. Shah [1968] 1 EA 93
  • Father Nanensio Begumisa and three Others v Eric Tiberaga (Supreme Court Criminal Appeal No. 17 of 2000)
  • Lovinsa Nankya v. Nsibambi [1980] HCB 81
  • National Insurance Corporation v. Mugenyi and Company Advocates [1987] HCB 28
  • Wasswa J. Hannington and another v. Ochola Maria Onyango and three Others [1992-93] HCB 103
  • Devji v. Jinabhai (1934) 1 EACA 89
  • H.K. Shah and another v. Osman Allu (1974) 14 EACA 45
  • Patel v. R. Gottifried (1963) 20 EACA, 81
  • Haji Nadin Matovu v Ben Kiwanuka (Supreme Court Civil Application No. 12 of 1991)
  • Sheikh Jama v. Dubat Farah [1959] 1 EA 789
  • Hussein Janmohamed and Sons v. Twentsche Overseas Trading Co Ltd [1967] 1 EA 287
  • Thomas James Arthur v. Nyeri Electricity Undertaking [1961] 1 EA 492
  • Bank of Uganda v Sudhir Ruparelia & Anor (Supreme Court Taxation Reference No. 0001 of 2023)
  • Cooper and another v. Nevill and another [1959] 1 EA 74 at 76
  • Joreth Limited v. Kigano & Associates [2002] 1 EA 92
  • First American Bank of Kenya v. Shah and others, [2002] 1 EA 64
  • Republic v. Minister of Agriculture and 2 others Exparte Samuel Muchiri W'Njuguna and others [2006] 1 E.A.359
  • Joseph Byamugisha t/a J, B Byamugisha Advocates v National Social Security Fund (High Court Civil Appeal No. 0016 of 203)
  • Breen v. Amalgamated Engineering Union [1971] 2 QB 175 at 191

Full judgment

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Vantage Mezzanine Fund II Partnership v Simba Properties Investment Co. Limited & 5 Others (Taxation Appeal 14 of 2024) [2025] UGCommC 23 (13 March 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.