Wakilii

Zizinga v Lyazi and Another (HCT-00-CV-CS-0024)

High Court · [1999] UGHC 50 · 1999 Suit Dismissed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of land and breach of contract
Decision
Suit dismissed with costs to the defendants

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

The court dismissed the plaintiff's claim for recovery of half-share in land, holding that the co-ownership agreement of 25 September 1995 could not pass legal title because the defendant had not yet acquired registered title from the vendor at the time the agreement was executed, applying the principle nemo dat quod non habet. The plaintiff failed to prove payment of his alleged contribution of Shs 9,000,000 to the joint account, and the relationship between parties was at most a partnership dissolved by rescission. The transfer to the second defendant was not fraudulent.

Outcome

Suit dismissed with costs to the defendants

Facts

The plaintiff and first defendant agreed to purchase a coffee factory and land jointly from Namajjuzi Farmers Ltd. The first defendant opened a joint account and paid the purchase price of Shs 18,000,000. The sale agreement of 13 September 1995 named only the first defendant as purchaser because the vendor's title was subject to court proceedings. On 25 September 1995, the parties executed a co-ownership agreement purporting to transfer 50% interest to the plaintiff for Shs 9,000,000. The parties ran the factory together but disputes arose over record-keeping and missing entries. The first defendant evicted the plaintiff in December 1997. In November 1997, the vendor perfected title and transferred the land to the first defendant alone. The plaintiff lodged a caveat which was later removed. The first defendant then transferred the land to the second defendant, a family company.

Issues

  1. Whether the plaintiff became co-owner of the piece of land in Buddu Block 204 Plot 9 at Butenga together with the defendant.
  2. Whether the plaintiff paid for his share.
  3. Whether Lyazi Zizinga Coffee Company Ltd. ever functioned at all.
  4. Whether plaintiff paid for his shares in the company.
  5. Whether Defendant No. 1 became the sole proprietor in breach of contract and through fraud.
  6. Whether the plaintiff was forcibly evicted from the suit land and if so whether he suffered any loss.
  7. Whether the defendant No. 1 refused to take an account of their joint business transaction.
  8. Whether the transfer of the suit land from Defendant No. 1 to Defendant No. 2 was done fraudulently.
  9. Whether the plaintiff is entitled to the relief claimed and if so the quantum.

Orders

  • The suit be dismissed.
  • The plaintiff pays costs of the suit.

Rules and key headnotes

Transfer of Title — Nemo Dat Quod Non Habet — Agreement to Transfer Interest Before Title Acquired
Where a party executes an agreement purporting to transfer 50% interest in land at a time when he has not yet acquired registered title to that land, such agreement cannot pass legal title to the transferee because one cannot give what one does not have (nemo dat quod non habet).
Validity of Agreements — Agreement to Transfer Interest in Land Not Yet Acquired
An agreement purporting to transfer legal title to property which the transferor does not yet own is void or voidable to the extent that it purports to pass legal title, though it may create other equitable or contractual relationships such as partnership.
Partnership — Creation of Partnership — Agreement for Joint Business Venture
Where parties execute an agreement purporting to transfer land interest but the transferor has no registrable title, the agreement may create a partnership relationship for the purpose of jointly managing the land and business thereon, even if it fails to pass legal title.
Partnership — Dissolution — Rescission for Fraud or Misrepresentation
A partner may exercise his right to rescind a partnership for fraud or misrepresentation under section 45 of the Partnership Act where the other partner has engaged in fraudulent conduct such as failing to record income in the partnership books.
Consideration — Failure of Consideration — Parol Evidence
Under section 91(a) of the Evidence Act, oral evidence is admissible to prove want or failure of consideration stated in a written agreement, notwithstanding the general rule in section 90 that oral evidence may not contradict the terms of a document.
Transfer of Title — Registration — Transfer to Named Purchaser
Where a sale agreement names a specific person as purchaser, the vendor is entitled to execute a transfer in favour of that named purchaser once title is perfected, and such transfer is proper and legal absent evidence of fraud or breach of contract.

Legislation cited (3)

Cases cited (1)

  • Semakula v Ezikiel Mulondo [1985] HOB 29

Full judgment

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

Zizinga v Lyazi and Another (HCT-00-CV-CS-0024) [1999] UGHC 50 (16 December 1999)
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.