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W.K's Hardware Ltd & Another v BPC Chemicals Limited (Civil Appeal 85 of 2023)

High Court · [2025] UGHC 254 · 2025 Appeal Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Civil appeal from Chief Magistrate's Court judgment in summary suit for recovery of debt arising from supply of goods
Decision
Trial court judgment set aside; Respondent to collect rejected goods; 1st Appellant liable only for any shortfall below UGX 24,404,000 with interest at 10% per annum

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

The High Court allowed the appeal, finding that the trial magistrate erred in holding the Appellants in breach of contract. The court held that the goods supplied under two invoices were rejected by the 1st Appellant's customers within a reasonable time and the Respondent's sales agent was informed. The rejection was valid under the Sale of Goods Act. The Respondent failed to prove delivery and acceptance of one invoice worth UGX 15,006,600 as the delivery note lacked proper acknowledgment. The court ordered the Respondent to collect rejected goods and, if their value is less than UGX 24,404,000, the 1st Appellant to pay the difference.

Outcome

Trial court judgment set aside; Respondent to collect rejected goods; 1st Appellant liable only for any shortfall below UGX 24,404,000 with interest at 10% per annum

Facts

The Respondent, a paint manufacturer, supplied goods to the 1st Appellant hardware company between September 2017 and January 2018. The parties operated on an oral agreement whereby the 1st Appellant would pay after sale. The Respondent claimed UGX 39,410,600 remained unpaid. The 1st Appellant contended that goods supplied under two invoices (dated 26 October 2017 and 12 January 2018) were rejected by their customers due to poor quality within approximately two months of delivery. The 1st Appellant's representative informed the Respondent's sales executive of the rejections. A cheque for UGX 5,000,000 issued by the 2nd Appellant bounced after he instructed the Respondent not to bank it due to the quality issues. The trial magistrate found for the Respondent, holding the Appellants in breach of contract.

Issues

  1. Whether there was breach of contract by the Appellants for non-payment of goods supplied.
  2. Whether a valid contract of supply existed between the parties.
  3. Whether the goods supplied were accepted by the 1st Appellant under the Sale of Goods Act.
  4. Whether the Respondent proved delivery and acceptance of goods valued at UGX 39,410,600.

Orders

  • Appeal allowed.
  • The judgment, decision and orders of the trial court are set aside.
  • The Respondent is ordered to collect the rejected goods from the 1st Appellant's store.
  • If the value of the rejected goods is less than UGX 24,404,000, the 1st Appellant shall pay the remaining balance, with interest at 10% per annum from the date of judgment until full payment.
  • Costs of this court and those of the trial court are awarded to the Appellants.

Rules and key headnotes

Contract Law — Formation — Oral Contracts — Validity and Enforceability
An oral contract for the supply of goods is valid and enforceable even where the subject matter exceeds twenty-five currency points (UGX 500,000), provided the contract is performed through delivery and acceptance of goods, which serves as a sufficient substitute for writing under the Contracts Act s.10(5).
Contract Law — Formation — Tacit Contracts — Inference from Conduct
A contract may be inferred from the conduct of the parties where one party offers to purchase goods, the other accepts by supplying them at an agreed consideration, and the goods are delivered and received, even in the absence of written documentation.
Sale of Goods — Acceptance — Rejection within Reasonable Time
Under the Sale of Goods Act s.43(1)(c), a buyer is not taken to have accepted goods if, after a reasonable time, the buyer intimates rejection to the seller. What constitutes reasonable time depends on the nature of the goods, the usage of trade, and the circumstances of the particular case.
Sale of Goods — Rejection — Duty to Intimate Refusal
Where goods are delivered and the buyer refuses to accept them, having the right to do so, the buyer is not bound to return them to the seller but it is sufficient if the buyer intimates to the seller that he or she refuses to accept them, per Sale of Goods Act s.44.
Evidence — Burden of Proof — Proof of Delivery and Acceptance
Where a party denies receipt of goods, the burden lies on the party asserting delivery to prove that the goods were received. In the absence of a signature or receiving stamp on delivery notes and invoices, and in the face of denial by the opposite party, the court cannot be satisfied that goods were delivered and accepted.

Legislation cited (16)

Cases cited (8)

  • Kifamunte Henry v Uganda (Criminal Appeal No. 10 of 1997)
  • Solomon Semakula Kayinda v Auger Revival Ministries Limited (Civil Suit No. 0880 of 2020)
  • Ronald Kasibante v Shell Uganda Ltd (HCCS No. 542 of 2006)
  • NBS Bank Ltd V. Cape Produce Co (Pty) Ltd
  • Joel Melamed and Hurwitz V. Vomer Investment (Pty) Ltd
  • Greenboat Entertainment Ltd v City Council of Kampala (HCCS No. 0580 of 2003)
  • K.S.Vidyanadam and Others V. Vairavan reported in 1997(1) CTC 628
  • Miller V Minister of Pensions [1947] 2 ALLER 372

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

W.K's Hardware Ltd & Another v BPC Chemicals Limited (Civil Appeal 85 of 2023) [2025] UGHC 254 (5 May 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.