Wakilii

Vrund General Hardware Limited v Quartz Foundation Limited and Another (Civil Suit 961 of 2019)

High Court · [2021] UGCOMMC 188 · 2021 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of debt arising from supply of building materials on credit
Decision
Judgment entered for the plaintiff for the full amount claimed with interest and costs

Observed later treatment

Cited — treatment unverified cited in 1 (treatment unverified) Sequitur — Uganda’s citator · Derived from citing cases in the Wakilii corpus — not an assertion that this case is good law.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

No adverse treatment recorded Cited 1 time with no adverse treatment recorded; not yet tested on the merits. Derived from citing cases in the Wakilii corpus — a deterministic signal, not legal advice.

AI-generated summary. This summary was generated by AI from the full text of the judgment. It may contain errors or omissions—always read the source judgment before relying on it.

Holding

Held that where a contract date is altered without mutual consent, the contract becomes binding on the date of the last signature. The plaintiff proved delivery of building materials worth UGX 578,813,000 through delivery notes and invoices. The defendant's defence of payment failed where the defendant claimed a payment record book was lost but failed to mention it when applying for leave to defend, supporting an adverse inference of spoliation. Judgment entered for the plaintiff for the outstanding amount with contractual interest at 10% per annum from breach until suit filing, and 20% per annum thereafter until payment.

Outcome

Judgment entered for the plaintiff for the full amount claimed with interest and costs

Facts

The plaintiff supplied building materials worth UGX 1,054,074,000 to the defendants' shops in Lira and Gulu under a supply contract. The defendants paid UGX 475,261,000, leaving UGX 578,813,000 outstanding. The contract provided for payment within 30 days of delivery or 15 days of invoice receipt. The last delivery was made on 20th October 2018. The second defendant issued a cheque for UGX 20,000,000 which bounced. The defendants claimed they had paid in full and kept records in a book which went missing. The contract was dated 11th December 2016 but the date was altered and the parties disagreed on when it was actually signed, with evidence showing the last signature was on 1st December 2017.

Issues

  1. Whether the court has jurisdiction to entertain this suit and if so, which law is applicable.
  2. When was the contract executed?
  3. Whether the defendant breached the contract entered into for the supply of materials with the plaintiff.
  4. What remedies are the parties entitled to?

Orders

  • Judgment entered for the plaintiff against the defendant.
  • The sum of UGX 578,813,000 awarded as outstanding under the contract.
  • Interest thereon at the rate of 10% per annum from the date of breach, 20th November 2018 until 21st November 2019 when the suit was filed.
  • Interest on the aggregated amount at the rate of 20% per annum from the date of filing the suit, 21st November 2019 until payment in full.
  • Costs of the suit awarded to the plaintiff.

Rules and key headnotes

Contract Formation — Date of Contract — Effect of Handwritten Alterations
Where a contract date is altered by handwriting without mutual consent of both parties, the alteration is immaterial and the contract becomes binding on the date of the last signature, not the date written on the contract.
Parol Evidence Rule — Admissibility of Extrinsic Evidence — Contract Alteration
Parol evidence is admissible to prove that a writing was altered without mutual consent after it was executed, as this falls within the exception for proving defects in contract formation.
Documentary Evidence — Delivery Notes and Invoices — Proof of Receipt
Where a delivery note is unsigned but accompanied by a signed tax invoice listing identical items delivered at the same time, the signature on the tax invoice suffices as acknowledgment of receipt of the items listed in the corresponding delivery note.
Spoliation of Evidence — Lost Records — Adverse Inference
Where a defendant claims a record book containing evidence of payment was lost but failed to mention this evidence when applying for leave to defend the suit, an adverse inference of bad faith and wilful spoliation arises, and the court will assume the lost evidence was unfavourable to the defendant's case.
Breach of Contract — Burden of Proof — Defence of Payment
The burden of proof lies on a debtor asserting the defence of payment in full to introduce evidence which is sufficiently persuasive. The onus is on a party to prove a positive assertion and not a negative assertion.
Remedies — Interest — Contractual Interest Rate as Liquidated Damages
Where parties agree on a contractual interest rate for late payment, that rate represents a genuine pre-estimate of loss and constitutes liquidated damages for the period prior to filing suit, and the court will award interest at that contractual rate from the date of breach until suit filing.
Remedies — General Damages — Delay in Payment of Debt
The common law does not award general damages for delay in payment of a debt beyond the date when it is contractually due, absent special circumstances where the loss did not arise from the ordinary course of things and the defendant had actual knowledge of such special losses.

Legislation cited (6)

Cases cited (31)

  • Hardie Tynes Foundry & Machine Co. v. Glen Allen Oil Mill, 36 So. 262 (Miss. 1904)
  • Pruitt v. Dean 21 So. 2d 300 (Miss. 1945)
  • Travellers Ins. Co. v. General Refrigeration & Appliance Co., 218 So. 2d 724, 726 (Miss. 1969)
  • Thornhill v. System Fuels, Inc., 523 So. 2d 983, 988 n.2 (Miss. 1988)
  • Evans v. Roe (1872) LR 7 CP 138
  • Inglis v. Buttery (1878) 3 App Cas 552
  • Leggott v. Barrett (1880) 15 Ch D 306
  • Jacobs v. Batavia and General Plantations Trust [1924] 1 Ch 287
  • National Bank of Australasia v. Falkingham & Sons [1902] AC 585 at 591
  • Henderson v. Arthur [1907] 1 KB 10
  • Hitchings & Coulthurst Co v. Northern Leather Co of America [1914] 3 KB 907
  • O'Connor v. Hume [1954] 2 All ER 301, [1954] 1 WLR 824 at 830
  • Mercantile Bank of Sydney v. Taylor [1893] AC 317
  • Bank of Australasia v. Palmer [1897] AC 540 at 545
  • National Westminster Bank Ltd v. Halesowen Presswork and Assemblies Ltd [1972] AC 785 at 818-819
  • Mercantile Agency Co Ltd v. Flitwick Chalybeate Co (1897) 14 TLR 90
  • Jovelyn Bamgahare v Attorney General (Court of Appeal No. 28 of 1993)
  • Maria Ciabaitaru M'mairanyi and Others v. Blue Shield Insurance Company Limited, 2000 [2005]1 EA 280
  • Borham-Carter v. Hyde Park Hotel [1948] 64 TLR
  • Masaka Municipal Council v. Semogerere [1998-2000] HCB 23
  • Musoke David v. Departed Asians Property Custodian Board [1990-1994] E.A. 219
  • Kyambadde v. Mpigi District Administration, [1983] HCB 44
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (Supreme Court Civil Appeal No. 7 of 1995)
  • Gapco (U) Ltd v A.S. Transporters (U) Ltd (Court of Appeal Civil Appeal No. 18 of 2004)
  • Mohanlal Kakubhai Radia v Warid Telecom Ltd (High Court Civil Suit No. 234 of 2011)
  • Kinyera v The Management Committee of Laroo Boarding Primary School (High Court Civil Suit No. 99 of 2013)
  • Carmichael v. Caledonian Railway Co. (1870) 8 M (HL) 119
  • Riches v. Westminster Bank Ltd [1947] 1 All ER 469 at 472
  • Dodika Limited & Others v. United Luck Group Holdings Limited [2020] EWHC 2101 (Comm)
  • President of India v. La Pintada Compagnia Navigacia SA ('La Pintada') [1985] AC 104
  • Hungerfords v. Walker (1989) 171 CLR 125

Cases citing this judgment (1)

How later Ugandan judgments in the Wakilii corpus have cited this case. Treatment labels come from Sequitur — Uganda’s citator — each backed by a verbatim span from the citing judgment, and are not an assertion that this case is, or is not, good law.

Full judgment

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Vrund General Hardware Limited v Quartz Foundation Limited and Another (Civil Suit 961 of 2019) [2021] UGCommC 188 (25 October 2021)
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.