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The court emphasized the limited remedies oppressed minorities in non-stock companies have to challenge majority decisions. Subscribing members should scrutinize carefully the 'standard' incorporation documents to prevent the scenario here. Members entering corporate partnerships must carefully review and negotiate Articles of Association, particularly voting structures, deadlock provisions, and removal procedures, before incorporation.

The fact that purchasers knew the developer's title derived from a PPP Agreement does not automatically mean they assumed the risk of its termination, especially where the termination resulted from the developer's own breach.

The Court held that Section 138 of the Companies Act empowers the court to intervene where it is impracticable to convene or conduct a company meeting in accordance with the Act or the Articles. “This provision gives Court jurisdiction to make orders or directions to overcome difficulties faced by a company in holding a meeting, so that its affairs can be conducted where they might otherwise be stymied.” Relying on In Re Eastern Province Bus Company (1966) EA 492, the

The Court noted that once a condominium plan is registered, the "mother title" is legally dissolved. "Until termination of the condominium arrangement... it is not possible to deal in the building or the land on which it is established, as a single parcel... the building as a whole does not exist as a single saleable legal interest." The Judge found that the Plaintiffs (Shumuk) could not have purchased the "entire building" because Katatumba no longer owned the units he had a

This judgment reinforces that financial institutions cannot make representations inducing reliance without accepting liability for consequent losses. The doctrine of estoppel operates to protect commercial parties who reasonably rely on bank undertakings, even where formal loan agreements are not concluded. The case serves as a reminder of the binding nature of informal commitments in commercial transactions and the substantial damages that can flow from breach.

The Court examined whether the bank breached its fiduciary obligations when it acted on the order. In doing so, it adopted both English and Ugandan jurisprudence on freezing and garnishee orders, particularly the landmark decision in Customs & Excise Commissioners v Barclays Bank Plc, later followed by the Supreme Court of Uganda in Arim v Stanbic.“A bank’s relationship with its customers is subject to the law of the land… It seems to me in the final analysis unjust and unrea

The Court cited the statutory position that: “Where the enforcement of a security interest is commenced by a secured creditor other than the secured creditor whose right has priority over that of the enforcing creditor, the secured creditor shall be entitled to take over the enforcement at any time before the sale of the collateral.” The Court further observed that lodging a caveat promptly—as was done on 18th August 2022—solidifies a creditor’s priority under the Security I

"The catch phrase under Section 290h-4 (a) (1) & (2) of the USADF ACT /ADF ACT U.S Code Title 22, Chapter 71, is that the African Development Foundation, as a body corporate, can sue or be sued in any court of competent jurisdiction. My understanding of this provision is that, the use of the words 'any court of competent jurisdiction' in the enactment provision which establishes the African Development Foundation is a symbolisation of an expression of lack of restriction in f

The Court rejected the defenses of non est factum and procedural unconscionability but intervened on substantive unconscionability grounds to reduce excessive interest rates. It underscored the heavy evidentiary burden on borrowers alleging forgery or illiteracy-based defenses, reaffirmed that repealed laws continue to apply to vested contractual rights, and confirmed the Court’s equitable jurisdiction to reopen harsh or oppressive loan terms.

The court affirmed its jurisdiction, starting from the principle that the High Court's jurisdiction is unlimited unless constitutionally limited (Article 139(1); Koboko District Local Government v Okujjo Swali HCMA No. 1 of 2016: "jurisdiction is the first test in the legal authority of a Court, and its absence disqualifies the Court from exercising any of its powers"). Exclusive clauses are generally enforceable (Uganda Telecom v Rodrigo Chacon t/a Andes Alps Trading HCMA No

Facts Adler Construction Company Ltd (the Applicant) applied under Section 6 of the Arbitration and Conciliation Act, Cap. 4 and...

Contracts can be implied or modified by parties' actions, even if not strictly following written terms. Here, the Defendant's continued engagement (e.g., demand letters, referrals to sales staff) waived strict deposit requirements, creating enforceable obligations. Demands for payment must align with agreed terms (e.g., phased vs. lump sum). Sellers must provide reasonable notice of construction progress and deadlines, especially in delayed projects, to avoid breach claims.

The court established that the Investment and Share Agreement of September 25, 2019, ratified the earlier agreement, as evidenced by the consistent 71% shareholding allocation and the parties’ conduct. Applying the objective test of contractual interpretation, the court clarified that a reasonable person, with knowledge of the parties’ prior dealings, would interpret the agreement as formalizing prior contributions.

The court clarified that, while Regulations 40(1) and (3) of the Financial Institutions (Credit Reference Bureau) Regulations, 2022, impose on CRBs the duty to investigate complaints within seven working days and require financial institutions to notify CRBs immediately upon receiving such grievances, banks nonetheless retain a critical obligation to submit updated settlement data to the CRB within 30 days of discharge, as affirmed in the testimony of DW1 (the defendant's wit

The Court observed: “Acts or omissions by the employer that hinder the contractor’s ability to meet a contractual deadline…is referred to as an employer’s ‘prevention.’ This principle prevents the employer from benefiting from their own prevention that causes delays or disruptions by insisting on the original completion date or claiming liquidated damages for delays caused by the employer’s actions.”

As the Court warned: “It is likely that a party who markets and sells products under a trademark owned by another party may destroy and/or hide those products if it is alerted of the legal consequences of its conduct.”

The Court of Appeal clarified that lending money to Ugandan entities without a physical address or ongoing business does not amount to carrying on business requiring registration. The trial judge erred in treating the appellant as a “nonentity.” Allowing respondents to sue the appellant in earlier proceedings, but then objecting to its capacity when it counter-sued, amounted to approbating and reprobating—contrary to Article 21(1) of the Constitution (equal protection before

Court observed that an individual who intends to transact at the personal level should not hide under the image of a company and deny a party the right to or right to a claim. Court further observed that the powers of court on revision are very limited.Citing the cases of Joseph Ntibaza V Majambere Ronald Misc.Application No.005 of 2024 and Kehooda Immaculate and Rwabuhe Johnson V Lyamujungu co-operative financial services,Revision Application No.002 of 2025...Court stated th

The court emphaised that constructive notice arises only upon proper registration. A registered caveat or instrument gives constructive notice to the world, whether or not a purchaser has actual knowledge. This principle is central in determining the duty of disclosure: if a claim is not yet registered, it may not constitute an encumbrance binding on the seller

The Court found that, under Section 46(1) Contracts Act, where time is of the essence and a party fails to perform, the contract becomes voidable at the option of the promisee. Equity will not order specific performance where the claimant is the party in breach (see Nipuni Bhatia v Boutique Shazim Ltd [2015]).

The Court clarified that while banks must reverse erroneous credits within a reasonable time, even long delays do not oblige payment if no funds ever existed.

The Court distinguished the decisions in Woodmore Energy Consultancy Ltd & 3 Ors v Guaranty Trust Bank (U) Ltd and Haruna Sentongo v I&M Bank (U) Ltd, clarifying that these cases concern interim stay of execution applications in appellate courts. These rulings are isolated and contextual and do not alter the established jurisprudence on the application of Regulation 13 to injunctions granted by trial courts. The appellate court must apply a different approach when dealing wit

The Court emphasised that once a contract is valid, it creates reciprocal rights and obligations between the parties to it. I think it is the law that when a document containing contractual terms is signed, then in absence of fraud or misrepresentation the party signing it is bound by its terms. — quoting William Kasozi v DFCU Bank Ltd, HCCS No. 1326 of 2000.

The Court affirmed that “A mortgage under Section 116 of the Registration of Titles Act is void ab initio where the mortgagor did not have registered title at the time of execution.”