Wakilii

Wynn Investments Company Limited v SBI International Holding AG (Civil Suit No. 0055 of 2018)

High Court · [2025] UGHC 1446 · 2025 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for breach of contract and damages arising from wrongful termination of a haulage agreement
Decision
Judgment entered for the plaintiff with damages and interest awarded

Observed later treatment

No later-treatment classification is recorded for this judgment.

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.

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 held that the defendant breached the haulage agreement by wrongfully withholding USD 2,695 for materials allegedly not reported on site, where police findings exonerated the plaintiff. The court found that although the contract contained a termination for convenience clause, the defendant's invocation of it based on unproven theft allegations was not in good faith and therefore unlawful. The plaintiff was awarded special damages for unpaid balance and loss of rent for the unutilized contract period, plus general damages for loss of reputation and business disruption.

Outcome

Judgment entered for the plaintiff with damages and interest awarded

Facts

The plaintiff and defendant entered into a one-year haulage agreement dated 6 May 2016 for transportation of materials during a road rehabilitation project. The plaintiff performed for four months and thirteen days (May to mid-September 2016). The defendant terminated the contract in September 2016 alleging the plaintiff was involved in theft of construction materials. The defendant withheld USD 2,695 from the plaintiff's final payment, claiming materials were not reported on site. Police investigations found that all deliveries were properly directed and that the plaintiff's drivers worked diligently, but the defendant failed to produce the chief driver and checker who acknowledged deliveries. The plaintiff had prepaid rent for a full year for premises and parking space to service the contract.

Issues

  1. Whether the contract was breached and if so by whom?
  2. Whether termination by the defendant was lawful?
  3. Whether the plaintiff is entitled to the remedies sought?

Orders

  • The defendant shall pay the plaintiff USD 2,695 (UGX 9,441,835) as unpaid balance.
  • The defendant shall pay the plaintiff UGX 3,200,000 for loss of rent for the remaining eight months of the contract.
  • The defendant shall pay the plaintiff UGX 70,000,000 as general damages.
  • Interest on the special damages (unpaid balance and loss of rent) at a rate of 20% per annum from September 2016 until full payment.
  • Interest on the general damages at a rate of 6% per annum from the date of this judgment until full payment.
  • The defendant shall pay the costs of the suit.

Rules and key headnotes

Contract Law — Breach of Contract — Non-payment — Burden of Proof
Where a subcontractor's liability to indemnify arises only upon loss of materials in the subcontractor's possession, and police findings indicate the subcontractor performed diligently while the contractor failed to produce witnesses who acknowledged deliveries, the contractor's withholding of payment for allegedly unreported materials constitutes breach of contract.
Contract Law — Termination for Convenience — Good Faith Requirement
A termination for convenience clause, though valid and binding where parties have not pleaded coercion, fraud or undue influence, must be exercised in good faith. Where termination is based on unproven allegations of theft and police findings exonerate the innocent party, the termination is not tenable despite the existence of a convenience clause.
Contract Law — Interpretation — Ambiguity — Parties Bound by Terms
Parties are bound by the terms of a contract they execute unless coercion, fraud or undue influence are pleaded and proved. A party's assertion that they signed without understanding a clause does not vitiate the contract. A contract without ambiguity is to be applied, not interpreted.
Damages & Quantum — Special Damages — Proof Required
Special damages must be specially pleaded and specifically proved. The plaintiff bears the burden of presenting clear and precise evidence for each item of special damages claimed. Merely stating a liability without receipts or evidence of actual payment is insufficient to prove the expense was incurred.
Damages & Quantum — Special Damages — Restitutio in Integrum — Prepaid Expenses
Where a plaintiff prepaid rent for premises to service a contract and the defendant's breach made continued use impossible, the plaintiff is entitled to recover the value of rent for the unutilized portion of the tenancy as special damages, applying the principle of restitutio in integrum to restore the plaintiff to the position they would have been in had the contract not been breached.
Damages & Quantum — Loss of Profits — Gross Income versus Net Profit
In a performance-based contract, where a plaintiff claims loss of income for the remaining contract period, the court must distinguish between gross income and net profit. Special damages compensate actual loss, which is the net profit the plaintiff would have earned after deducting necessary expenses. Without clear calculation of net profit margin, the claim for loss of income cannot be awarded as special damages but may be considered in assessing general damages.
Damages & Quantum — Remoteness — Exclusion Clauses — Third Party Expenses
An exclusion clause limiting the contractor's liability for claims to third parties does not render damages too remote where the loss is a direct and foreseeable consequence of the contractor's wrongful termination. The fact that a plaintiff incurred expenses to a third party (such as prepaid rent) does not automatically make the loss too remote if it was reasonably contemplated as a probable result of breach.

Legislation cited (2)

Cases cited (11)

  • United Building Services Ltd v Yafesi Muzira t/a Quickest Builders & Co Ltd (High Court Civil Suit No. 154 of 2005)
  • Kahaco (U) Ltd v Turyahikayo Bonny (High Court Civil Suit No. 14 of 2021)
  • Sekaziga & Anor v Church Commissioners Holding Company Ltd (Miscellaneous Cause No. 15 of 2013)
  • National Bank of Kenya v Pipe Plastic Sankolit (K) Ltd & Anor [2001]
  • Lokhandwala v Hippo Industries Limited and 2 Ors
  • Robin v. Gervon Berger Association Limited And Others [1986] WLR 526 at 530
  • Uganda Commercial Bank v Kigozi (1987) HCB 123
  • Speedways Garage v Uganda Posta Limited [2014] 1 HCB
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd (1995)
  • Haji Asuman Mutekanga v Equator Growers (U) Ltd [1995] 3 KALR 80
  • Hadley v Baxendale [1854] 9 Exch 341

Full judgment

↓ Download PDF

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

Wynn Investments Company Limited v SBI International Holding AG (Civil Suit No. 0055 of 2018) [2025] UGHC 1446 (6 October 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.