Wakilii

Zubeda and Another v Kaka Wallia and Another (Civil Suit No. 062 of 2013)

High Court · [2015] UGHC 15 · 2015 Judgment for Plaintiff AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
First instance civil suit for recovery of money had and received, breach of contract, and fraud
Decision
Judgment for the plaintiffs with damages and costs awarded. Defendants ordered to repay US$ 245,721 plus general damages with interest.

Observed later treatment

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Holding

The court held that pre-incorporation agreements cannot bind a company whose corporate life begins only upon incorporation. The purported land purchase agreement executed before the company was incorporated was not binding on the company. The defendants failed to prove that US$ 245,721 received from the plaintiffs was properly used for company purposes. The late Sunder Kaka Wallia and the first defendant put the money to personal use. The estate of the deceased and the first defendant were ordered to repay the plaintiffs with interest and general damages for fraudulent conduct.

Outcome

Judgment for the plaintiffs with damages and costs awarded. Defendants ordered to repay US$ 245,721 plus general damages with interest.

Facts

The plaintiffs transferred US$ 245,721 to the defendants between October 2009 and March 2012, purportedly as capital for M/s Danae Foam Industries (U) Ltd, where all parties were shareholders. The defendants contended the money was invested in the company and used to purchase land. The late Sunder Kaka Wallia received US$ 235,721 and the first defendant received US$ 10,000 through bank transfers. The defendants claimed the funds were used to purchase four acres of land from Issa Abdullah under an agreement dated 30 September 2009 for Ug. Shs. 310,000,000. However, the company was not incorporated until 22 October 2009. The plaintiffs alleged fraud and sought recovery of the money as money had and received.

Issues

  1. Whether the late Sunder Kaka Wallia and the 1st defendant rightfully put the sum of US$ 245,721 they received on behalf of the company to its use.
  2. Whether the plaintiffs are creditors of the Estate of the late Sunder Kaka Wallia.
  3. What remedies are available to the parties?

Orders

  • The 1st defendant (Laila Kaka Wallia) to personally pay US$ 10,000 to the plaintiffs.
  • The 2nd defendants (Administrators of the Estate of the Late Sunder Kaka Wallia) to pay US$ 235,721 to the plaintiffs.
  • The 2nd defendants to pay general damages of Ug. Shs. 30,000,000 to the plaintiffs considering the fraudulent conduct of the deceased.
  • All payments to attract interest at the commercial rate of 20% per annum from the date of judgment until payment in full.
  • The defendants to pay the costs of this suit.

Rules and key headnotes

Company Law — Pre-incorporation Contracts — Enforceability Against the Company
A pre-incorporation agreement executed before a company is incorporated cannot bind the company because the life of a company begins from the date impressed upon its certificate of incorporation, when the company becomes a body corporate with perpetual succession and a common seal.
Company Law — Separate Legal Personality — Piercing the Corporate Veil in Fraud Cases
Where funds purportedly received on behalf of a company are shown to have been put to personal use by individual shareholders and the corporate form is used to perpetrate fraud, the corporate veil may be pierced and the individuals held personally liable.
Contract Law — Money Had and Received — Liability for Personal Use of Funds
Where a person receives money from another but puts it to personal use rather than to the purpose for which it was received, the recipient is liable to repay that money to the person who provided it.
Succession & Estates — Liability of Estate — Deceased's Personal Conduct
Where a deceased person received money from others and put it to personal use, the administrators of the deceased's estate are liable to make good such conduct and repay the money to the persons from whom it was received.
Tort Law — Fraud — General Damages for Fraudulent Conduct
General damages may be awarded against the estate of a deceased person where the deceased engaged in fraudulent conduct in the use of funds received from others.

Cases cited (4)

  • Priamit Enterprises Ltd v Attorney General (2003) IEA 236
  • Makula International v Emmanuel Cardinal Nsubuga (1982) HCB
  • Seremba Mark v Isanga Emmanuel & Others (Company Cause No. 0024 of 2005)
  • Jubilee Cotton Mills v Lewis [1924] AC 958

Full judgment

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

Zubeda and Another v Kaka Wallia and Another (Civil Suit No. 062 of 2013) [2015] UGHC 15 (18 August 2015)
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.