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Wagagai Mining (U) Ltd & 2 Others v Freight Sendy Limited & 3 Others (Consolidated Civil Suit 895 of 2020)

High Court · [2024] UGCOMMC 19 · 2024 Appeal Dismissed; Counterclaim Granted AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Consolidated civil suits for breach of contract and unlawful detention of goods, with counterclaim for outstanding freight charges
Decision
The suit by the 1st and 2nd plaintiffs dismissed. Judgment entered in favour of the 3rd plaintiff against the 3rd and 4th defendants for money had and received. Judgment entered on the counterclaim in favour of the 1st and 2nd defendants against the 1st and 2nd plaintiffs for freight charges on a quantum meruit basis, with authority to dispose of detained goods by auction if payment not made within 30 days.

Observed later treatment

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Holding

Held that an implied contract of carriage arose between the actual carrier (2nd defendant) and the consignees (1st and 2nd plaintiffs) when the consignees accepted delivery of part of the goods. Under the doctrine of unjust enrichment and quantum meruit, the consignees were obligated to pay freight charges to the actual carrier despite having paid a contractual carrier who never performed. The carrier's possessory lien at common law was lawfully exercised to secure unpaid freight. The suit was dismissed and judgment entered for the defendants on their counterclaim for freight charges.

Outcome

The suit by the 1st and 2nd plaintiffs dismissed. Judgment entered in favour of the 3rd plaintiff against the 3rd and 4th defendants for money had and received. Judgment entered on the counterclaim in favour of the 1st and 2nd defendants against the 1st and 2nd plaintiffs for freight charges on a quantum meruit basis, with authority to dispose of detained goods by auction if payment not made within 30 days.

Facts

The 1st and 2nd plaintiffs imported bitumen and section steel through Mombasa Port and contracted the 3rd plaintiff (a clearing and forwarding company) to clear and transport the goods to Uganda, paying all charges in advance. The 3rd plaintiff sub-contracted the 3rd and 4th defendants to perform the transportation. However, those defendants never performed. Instead, a third party (Ms Noble Commodities Juba Limited) arranged transportation with the 1st defendant (an intermediary platform), which sub-contracted the 2nd defendant as the actual carrier. The 2nd defendant successfully delivered part of the consignments to the plaintiffs but retained 6 trucks of section steel and 1 truck of bitumen, claiming unpaid freight charges. The plaintiffs sued for unlawful detention. The defendants counterclaimed for freight charges. The 3rd and 4th defendants, having been paid by the 3rd plaintiff but not performing their obligations, never filed a defence.

Issues

  1. Whether the plaintiffs/counter defendants are liable for payment of the transport, detention, storage and crane off-loading charges for the suit goods to the 1st defendant.
  2. Whether the 1st and 2nd defendants are unlawfully detaining goods consisting of 6 trucks of section steel and one truck of bitumen belonging to the 1st and 2nd plaintiffs.
  3. What remedies are available to the parties?

Orders

  • Judgment entered in favour of the 3rd plaintiff against the 3rd defendant for US$ 34,450.
  • Judgment entered in favour of the 3rd plaintiff against the 4th defendant for US$ 20,500.
  • Interest on the sums awarded to the 3rd plaintiff at 8% per annum from 26th August 2020 until payment in full.
  • The 3rd and 4th defendants shall pay the costs of the suit.
  • Suit by the 1st and 2nd plaintiffs against the 1st and 2nd defendants dismissed.
  • Judgment entered on the counterclaim in favour of the 1st and 2nd defendants jointly against the 1st and 2nd plaintiffs jointly and severally for US$ 138,131 on a quantum meruit basis.
  • Interest on the sum awarded to the 1st and 2nd defendants at 8% per annum from 31st July 2020 until payment in full.
  • The 1st and 2nd plaintiffs shall pay the costs of the suit and of the counterclaim.
  • In the event of the 1st and 2nd plaintiffs' failure to pay the decretal sum in full within 30 days from the date of judgment, the 1st and 2nd defendants are authorised to dispose of the detained goods by public auction in partial or full satisfaction thereof.

Rules and key headnotes

Contract of Carriage — Implied Contract — Brandt v Liverpool Doctrine
Where a consignee accepts delivery of goods from an actual carrier with whom there is no express contract, the law will imply a contract of carriage on the same terms as would govern the original contract of carriage, obligating the consignee to pay freight charges on a quantum meruit basis.
Privity of Contract — Exceptions — Agency and Implied Contract
Privity of contract prevents a third party from enforcing or being bound by a contract to which they are not a party; however, exceptions exist where an implied contract arises from the conduct of the parties, particularly where one party accepts a benefit knowing it is not offered gratuitously.
Carriage of Goods — Contractual Carrier versus Actual Carrier — Liability
A contractual carrier who sub-contracts performance of carriage to an actual carrier remains liable to the consignor, but the actual carrier who performs the carriage and delivers the goods is entitled to recover freight from the consignee on the basis of an implied contract or unjust enrichment, notwithstanding lack of privity with the consignee.
Carrier's Lien — Common Law Possessory Lien for Unpaid Freight
At common law, a carrier has a possessory lien over goods for unpaid freight, exercisable when freight is due contemporaneously with delivery. The lien depends on possession and is lost if possession is voluntarily surrendered. The carrier may lawfully detain goods and refuse delivery until freight is paid.
Quantum Meruit and Unjust Enrichment — Recovery for Services Rendered
A party who provides services or delivers goods under circumstances where the recipient enjoys a benefit and it would be unconscionable to retain that benefit without payment, is entitled to recover on a quantum meruit basis. The law implies an obligation to compensate where a person lawfully does something for another not intending to do so gratuitously and the other person enjoys the benefit.
Money Had and Received — Unjust Enrichment — Total Failure of Consideration
A claim for money had and received lies where the defendant has received money that rightfully belongs to the plaintiff and retention of that money would unjustly enrich the defendant, including where money was paid for services that were never performed.
Interest on Debt — Compensatory Interest — Rate and Commencement
Interest on a debt is awarded to compensate the plaintiff for being kept out of money wrongfully withheld. The rate should reflect the time value of money and the plaintiff's presumed borrowing rate. Interest runs from the date payment became due until payment in full.

Legislation cited (3)

Cases cited (36)

  • Dwight v. Brewster, 1 Pick. 50 11 An. Dec. 133
  • Dunlop Pneumatic Tyre Co Ltd v Selfridge Ltd [1915] AC 847
  • Wakefield v Duckworth [1915] 1 KB 218
  • Aqualon v. Vallana Shipping [1994] 1 Lloyd's Rep 669
  • Ulster-Swift Ltd and Pigs Marketing Board v Taunton Meat Haulage Ltd and Fransen Transport N.V., [1977] 1 Lloyd's Rep 346
  • Texas Instruments v. Nason [1991] 1 Lloyd's Rep 146
  • Maracan Shipping (London), Ltd. v. Polish Steamship Co. (The "Manifest Lipkowy"), (1988) 2 Lloyd's Rep 171
  • Jones v. European General Express [1920] 4 Lloyd's Rep 127
  • Allen v. Coltart (1855) 5 E. & B. 755
  • Stindt v. Roberts (1848) 17 LJQB 166
  • Young v. Moeller (1923) All E.R. 656
  • Brandt v Liverpool Brazil & River Plate Steam Navigation Co Ltd [1921] KB 575
  • Cho Yang Shipping Co Ltd v. Coral (UK) Ltd [1997] 2 Lloyd's rep 641
  • New Zealand Shipping Co Ltd v AM Satterthwaite & Co Ltd (The Eurymedon) [1975] AC 154
  • White & Co Ltd v. Furness, Withy & Co Ltd [1995] AC 40
  • The Aramis [1989] 1 Lloyd's Rep 213
  • Allied Marine Transport Ltd v Vale do Rio Doce Navegacao SA (The Leonidas D) [1985] 1 WLR 925
  • Union of India v. Ram Charan (1964) AIR 215
  • Bhim Singh v. Kan Singh (1980) AIR 727
  • Bourne v. Gatliff [1844] 132 E.R. 809
  • The Nanfri [1979] AC 757
  • Compania Vascongada v. Churchill [1906] 1 KB 237
  • Tappenden (trading as English & American Autos) v Artus and Another [1963] 3 All ER 213
  • Moorgate Capital (Corporate Finance) Ltd v HIG European Capital Partners LLP [2019] EWHC 1421 (Comm)
  • Hain Steamship Company Ltd v Tate and Lyle Ltd [1936] 2 All ER 597
  • Shenol and another v. Maximov [2005] EA 280
  • Lloyds Bank plc v Independent Insurance Co Ltd [2000] QB 110
  • Cloth Link (U) Ltd v Africa Traders Investments Fund Ltd and another (Civil Suit No. 234 of 2010)
  • Rosales v. Fuentes (2017) BCSC 1311
  • Mohanlal Kakubhai Radia v Warid Telecom Ltd (Civil Suit No. 234 of 2011)
  • Kinyera v The Management Committee of Laroo Boarding Primary School (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
  • Dodika Limited & Others v United Luck Group Holdings Limited [2020] EWHC 2101 (Comm)
  • President of India v La Pintada Compagnia Navigacia SA [1985] AC 104
  • Hungerfords v. Walker (1989) 171 CLR 125

Full judgment

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Wagagai Mining (U) Ltd & 2 Others v Freight Sendy Limited & 3 Others (Consolidated Civil Suit 895 of 2020) [2024] UGCommC 19 (23 January 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.