Wakilii

Yawe and Fazil Auto Repair Ltd v Kijambu & Sons General Hardware Ltd and Others (Civil Suit No. 0094 of 2022)

High Court · [2025] UGHC 799 · 2025 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 spare parts and repair services
Decision
Judgment entered for the plaintiffs against the 2nd defendant for UGX 62,834,000 plus interest and costs. Claims against the 1st and 3rd defendants dismissed with costs.

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The High Court held that an oral contract for supply of spare parts and repair services existed between the plaintiffs and the second defendant from July to November 2019, established through conduct and course of dealing. The second defendant breached the contract by failing to pay for services rendered. The court awarded UGX 62,834,000 being the value of invoiced work on vehicles registered to the second defendant, plus interest at 20% per annum from filing date. Claims relating to vehicles not registered to any defendant were dismissed for lack of proof of instruction.

Outcome

Judgment entered for the plaintiffs against the 2nd defendant for UGX 62,834,000 plus interest and costs. Claims against the 1st and 3rd defendants dismissed with costs.

Facts

The plaintiffs supplied spare parts and repair services to the defendants' vehicles from 2016 to 2019 under an oral arrangement. In July 2019, the third defendant informed the plaintiffs that a new company (the second defendant) had been formed and vehicles had been transferred to it. The plaintiffs continued providing services to vehicles registered to the second defendant from July to November 2019, issuing invoices totaling UGX 100,946,000. The defendants contended they terminated the contract in June 2019 by phone call and did not authorize any subsequent work. Two of the vehicles worked on were not registered to any defendant. The remaining six vehicles were registered to the second defendant. The plaintiffs' mechanic testified he worked on three of the vehicles and the defendants never complained. The third defendant testified that under their prior arrangement, work required pre-approval via stamped pro forma invoices, but no such invoices were produced for the disputed period.

Issues

  1. Whether there was any contract between the Plaintiffs and the Defendants between July 2019 and November 2019
  2. Whether the Defendants breached the contract
  3. What remedies are available to the parties

Orders

  • The 2nd Defendant shall pay the Plaintiff UGX 62,834,000.
  • The 2nd Defendant pays interest on the above sum at a rate of 20% per annum from date of filing this suit.
  • The 2nd Defendant shall pay Plaintiff's costs.
  • The case against the 1st Defendant and the 3rd Defendant is dismissed with costs.

Rules and key headnotes

Contract Law — Formation — Oral Contracts — Contracts Implied from Conduct
A contract may be oral, written, partly oral and partly written, or implied from the conduct of the parties. Where parties have an established course of dealing involving instructions, performance of services, invoicing and payment, an oral contract for supply of goods and services may be found to exist even in the absence of written terms.
Evidence — Burden of Proof — Prima Facie Case — Shifting of Evidential Burden
Once a plaintiff makes out a prima facie case of an outstanding debt through testimony establishing that services were procured and rendered, the evidential burden shifts to the defendant to controvert the plaintiff's case. If the defendant fails to discharge this burden, judgment must be entered in favour of the plaintiff.
Company Law — Separate Legal Personality — Doctrine of Salomon v Salomon — Agency
A company is a distinct legal entity separate from its shareholders and directors. Where a director acts on behalf of a company, those actions are deemed to have been performed solely as an agent of the company, and the company as a distinct legal entity bears the rights and liabilities arising from those transactions, separate from its individual members or representatives.
Contract Law — Breach of Contract — Failure to Pay for Services Rendered
Breach of contract occurs where one or both parties fail to fulfil the obligations imposed by the terms of the contract. Where a party instructs another to perform services under a contract and the services are performed but payment is not made, there is a breach of contract.
Contract Law — Remedies — Compensation for Breach — Interest on Outstanding Debt
Where there is a breach of contract, the party who suffers the breach is entitled to receive compensation for any loss or damage caused. A plaintiff awarded judgment for an outstanding debt is entitled to interest on that sum from the date of filing the suit until payment in full.

Legislation cited (8)

Cases cited (6)

  • Malkara Birlik Sut Ve Sut Mamulleri A.S v Sky Rocket Agency Co. Ltd and 5 Others (Civil Suit No. 240 of 2023)
  • Jacob Masuba v Janies Kafabusa Khayikhayi (Civil Suit No. 05 of 1998)
  • Barore Company Limited v Katamba Samuel Muhozi & Others (Civil Suit No. 0011 of 2019)
  • Salomon v Salomon & Co. Ltd [1897] AC 22
  • William Kasozi v DFCU Bank Ltd (High Court Civil Suit No. 1326 of 2000)
  • Nakana Trading Co. Ltd v Coffee Marketing Board (Civil Suit No. 137 of 1991)

Full judgment

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

Yawe and Fazil Auto Repair Ltd v Kijambu & Sons General Hardware Ltd and Others (Civil Suit No. 0094 of 2022) [2025] UGHC 799 (11 July 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.