Zhang Jianming and Others v Wang Qing Guo (Miscellaneous Application No. 2639 of 2025)
Observed later treatment
No later-treatment classification is recorded for this judgment.
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Holding
The High Court granted the applicants leave to amend their written statement of defence and include a counterclaim. The court held that amendments should be freely allowed at the preliminary stage where they enable determination of the real questions in controversy, avoid multiplicity of suits, and cause no injustice that cannot be compensated by costs. The proposed amendment did not introduce a new cause of action but addressed allegations of fraud relating to share transfers already pleaded in the main suit.
Outcome
Application granted with directions for filing amended pleadings within specified timelines
Facts
The applicants sought leave to amend their written statement of defence in Civil Suit No. 1440 of 2024 and include a counterclaim. The underlying suit concerned 490 shares in Lydia Home Textiles (U) Limited which the respondent claimed were fraudulently transferred. The applicants contended that a judgment from the Shouguang City People's Court in China had resolved the dispute over the shares, finding that funds advanced by the respondent were loans, not equity investments, and that the respondent had denied signing share transfer agreements in those proceedings. The applicants argued the amendment was necessary to address the respondent's contradictory positions across jurisdictions. The respondent opposed, arguing the Chinese proceedings concerned different parties and reliefs, that the application was brought in bad faith and with unreasonable delay, and that it would introduce new causes of action. The main suit had not yet proceeded to hearing on the merits.
Issues
- Whether the applicants should be granted leave to amend their written statement of defence in Civil Suit No. 1440 of 2024 and include a counterclaim?
- What remedies are available to the parties?
Orders
- Leave to amend the applicants' written statement of defence in Civil Suit No. 1440 of 2024 and include a counterclaim is hereby granted.
- The applicants shall file their amended written statement of defence and serve the same on the respondent within 7 days from the date of this ruling.
- The respondent shall file his amended reply within 7 days from the date of service of the amended written statement of defence and counterclaim.
- Costs shall be in the cause.
Rules and key headnotes
Legislation cited (7)
Cases cited (15)
- Gaso Transport Services Limited v Martin Adala Obene (Supreme Court Civil Appeal No. 4 of 1994)
- Mulowooza & Bros Ltd v N. Shah & Co. Ltd (Supreme Court Civil Appeal No. 26 of 2010)
- Banco Arabe Espanol v Bank of Uganda (Supreme Court Civil Appeal No. 8 of 1998)
- Omumbejja Namusisi Faridah Naluwembe v Makerere University (High Court Miscellaneous Application No. 1199 of 2013)
- Jesse Kasaija & 254 Others v Kabakumba Labwoni Masiko & Another (High Court Miscellaneous Application No. 164 of 2022)
- Charles Kamudda v F.X Mubuuke (Miscellaneous Application No. 230 of 2022)
- Mukalazi Samuel Balukusa v Nansubuga Hanifah (Miscellaneous Application No. 126 of 2025)
- Mwangi & another vs Kassamali & 2 others Commercial Case E896/2021
- Mohammad B. Kasasa v Jasphar Buyonga Sirasi Bwogi (Civil Appeal No. 42 of 2008)
- Cropper vs Smith (1884) 26 Ch. D. 700 (CA)
- Harji Kasan Monjee Ragha Jee (Civil Appeal No. 17 of 1942)
- Eastern Bakery vs Castelino
- Kasozi J and Another v Registered Trustees of Kampala Archdiocese (Miscellaneous Application No. 905 of 2021)
- James Busonga v Victory Christian Center (Miscellaneous Application No. 466 of 2024)
- Dr. Wasswa Joseph Matovu v Makerere University & 2 Others (Supreme Court Civil Appeal No. 11 of 2021)
Full judgment
The original judgment as reported. Read the original PDF before relying on any passage.