Lawpoint Uganda

The Court established that a tenant seeking reimbursement or set-off for works done on leased premises must demonstrate: (a) written contractual authorisation for the works; (b) specific pleading of the expenditure as special damages; and (c) definitive, documentary evidence of actual expenditure (receipts, bank transfers, expert reports). Mere oral testimony, estimated totals, or itemised lists without supporting records will be insufficient.

A caretaker's authority is strictly limited to the terms of their appointment. Unless expressly authorized in writing, caretakers cannot bind property owners to financial obligations, hire professional services, or incur expenses on the owner's behalf. A person who lawfully enters property under a license or permission becomes a trespasser when they refuse to leave after that permission is revoked. The Plaintiff entered the land legally in 2006 but became a trespasser in 202

In respect of vehicles taken without concluded agreements, the Court invoked section 58 of the Contracts Act, holding that a quasi-contract arises where one party confers a benefit under circumstances making it unjust for the recipient to retain it without payment, observing that “a quasi-contract is triggered when one party confers a benefit upon another party under circumstances that would make it unjust for the recipient to retain the benefit without paying for it.”

While section 92 of the Evidence Act bars oral evidence from contradicting written contracts, the Court reiterated a critical exception: “Parol evidence is admissible to show fraudulent inducement to contract.” The Court found that the Plaintiff misrepresented the nature of the documents to the Defendant, inducing him to sign what he believed were loan-security documents, not a sale agreement. “Misrepresentation of a material fact is actionable fraud. A contract based on frau

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 reaffirmed the settled distinction between appeal and review: “The power to review is not an appeal in disguise… A distinction is drawn between an erroneous decision and an error apparent on the face of the record.” An error apparent is one: “Which stares one in the face without any elaborate argument being needed for establishing it.”

The Court noted that the Plaintiff’s own demand letter dated 21 September 2023 (PEX.2) indicated that only UGX 98,050,000 was outstanding at that time. After the UGX 30,000,000 payment, the balance dropped to UGX 68,050,000; however, a new LPO for 10 tons was issued and supplied, restoring the outstanding balance to UGX 105,050,000.

It was held in the case of Uganda Farmers Meat Co. Limited Vs Fresh Cuts Uganda Ltd (supra) that the burden of proving that equity and good conscience does not demand a refund devolves upon the Defendant who offers such a defence to the claim of the creditor. That it is settled law that once the Plaintiff makes out a prima facie case in his favour, the evidential burden shifts to the Defendant to controvert the Plaintiff’s prima facie case; otherwise, judgment must be entered

“The interpretation of contracts is essential in ensuring that parties understand the rights and obligations outlined within the agreement. When disputes arise, the court’s primary objective is to ascertain the intention of the parties based on the language used in the contract.”

privity of contract means “the relationship between the parties to a contract, allowing them to sue each other but preventing a third party from doing so.” Accordingly, a person who is not a party to a contract cannot enforce it — a rule that extends to insurance contracts.

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

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 held that a binding sublicence agreement was formed based on an email from the sublicensee confirming its intention to acquire FIFA Club World Cup media rights with key terms (rights, territory, exclusivity, financials); and the sublicensor’s reply accepting the offer and confirming a contract draft would follow. These exchanges, supported by extensive WhatsApp and email correspondence, created a binding agreement despite the absence of a signed formal contract.

The Supreme Court observed that Section 26(1) allows courts to vary the rate of interest if it is harsh and unconscionable but does not permit changing the type of interest (e.g., from compound to simple). The High Court erred in citing Section 26(2) and (3) but inadvertently complied with Section 26(1) by reducing the rate to 15% while preserving compound interest. The Court of Appeal erred by substituting compound interest with simple interest, as Section 26(1) limits judic

Courts will uphold agreements unless they are void for vagueness, lack consensus, or offend public policy. A party cannot later recast a clear and operational contract as provisional to avoid performance, especially after having benefited from its terms. Moshoana J’s articulation of principle, contextual contract interpretation, and procedural precision further elevate the judgment as a teaching piece on both substance and form. Like the song at the heart of the dispute, t

Allegations of fraud, especially where fraud vitiates the contract, must be scrutinised by the court. Arbitration cannot cure contracts tainted by fraud or concealment of material facts, as this is contrary to public policy.

When a person takes goods or services from another person on credit, it is imperative to keep the communication channels open.

If parties engage substantially in litigation without raising arbitration objections, courts may find that the arbitration clause has been

The absence of a party’s signature or third-party witness on a loan agreement implies a lack of consensus, rendering the contract invalid.

While equity grants the purchaser an interest in the property upon execution of a sale agreement, this is contingent on compliance with cont

Tax Appeals Tribunal cannot refer disputes before it for arbitration even if the parties had an already existing agreement that permits it

The court clarified that while written agreements for contracts exceeding 25 currency points are strongly recommended to simplify proof of a

Generally, a distributor operates at his own risk and in his own name. An agent, on the hand, is an intermediary who procures business for a

A party is estopped from contradicting their own written agreement