Court of Appeal Upholds Sale of Estate Land by Beneficiaries Before Grant of Administration

Waboga David
Dec 5, 2025
7 min read

FACTS

The dispute centered on land comprising Busiro Block 421 Plot 42 at Ziru, measuring approximately nine acres (the "suit land"), which originally belonged to the late Emmanuel Bamugye, who died in May 1999. The land was inherited by the late Mpinga Matia, the 2nd Appellant (Simon Guwatudde), and the 3rd Appellant (Nakirya Mary).

The Respondent (Nampinga Theresa) purchased six acres from the late Mpinga Matia and the 2nd Appellant for Shs. 15,000,000. By June 2012, she had paid Shs. 8,550,000, leaving a balance of Shs. 6,450,000. She took possession in 2006 and developed the land with crops and structures.

The 1st Appellant (Lubega George) purchased six acres from the 2nd and 3rd Appellants in 2009 for Shs. 12,000,000, and an additional three acres from the late Mpinga Matia in 2011 for Shs. 7,500,000. He procured registration on July 9, 2013.

At the time of both transactions, the land remained registered in the deceased's name. The Administrator General was entered on the title on July 2, 2012, and the beneficiaries became registered proprietors on October 31, 2012.

The Respondent filed suit in the High Court seeking to be declared the rightful owner. The trial judge ruled in her favor, leading to this appeal.

ISSUES

The appeal was premised on six grounds:

Whether the trial judge erred in holding that the purchase by the Respondent from vendors without letters of administration was lawful
Whether the trial judge erred in finding that the 1st Appellant fraudulently procured registration and was a trespasser
Whether the trial judge failed to properly evaluate evidence regarding the Respondent's lawful purchase and occupation
Whether the trial judge erred in staying the earlier Entebbe suit while barring cross-examination on related facts
Whether the trial judge made orders not pleaded by the Respondent
Whether the trial judge erred in making orders against a deceased person (late Mpinga Matia)

SUBMISSIONS

Appellants' Position

Ground One

The vendors had no capacity to sell without letters of administration. The transaction amounted to illegal intermeddling with the deceased's estate under Section 191 of the Succession Act. The Respondent admitted the land was still registered in the deceased's name at the time of purchase.

Grounds Two & Three

The 1st Appellant was a bona fide purchaser for value without notice. He conducted proper searches, found no encumbrances, consulted the LC1 Chairman, and the land appeared unoccupied. No evidence supported the Respondent's claims of prior possession or a caveat. The trial judge failed to apply the strict standard of proof required for fraud allegations.

Ground Four

The trial judge improperly prevented cross-examination on matters related to the stayed Entebbe suit, occasioning a miscarriage of justice.

Grounds Five & Six

The trial judge made monetary refund orders never pleaded by either party and made orders against the deceased Mpinga Matia after he was struck off the record.

Respondent's Position

Ground One

Actions by prospective administrators are validated upon grant of letters of administration. The vendors became registered proprietors in 2012, validating the 2006 transaction. The 1st Appellant also transacted before letters of administration were obtained, so the Appellants are estopped from challenging the Respondent's transaction on this ground.

Grounds Two & Three

The 1st Appellant had actual and constructive notice of the Respondent's prior interest through PW3 (LC1 Chairman) who warned him the land was already sold and occupied. Evidence at the locus confirmed the Respondent's possession through developments and crops. The 1st Appellant acted in collusion with the vendors to defeat the Respondent's unregistered interest. The mutation into 61 plots further demonstrated fraudulent intent.

Ground Four

The trial judge correctly stayed proceedings in the Entebbe suit due to lack of jurisdiction. Sufficient opportunity existed for the Appellants to present their case without direct reference to the stayed suit.

Grounds Five & Six

The trial judge appropriately made orders to reinstate parties to their former positions and promote reconciliation based on evidence presented at trial.

LEGAL REPRESENTATION

Appellants, Mr. Kavuma Issa
Respondent, Mr. Allan James Mwigo

COURT'S FINDINGS

Ground One on the Validity of the Transaction Without Letters of Administration

The Court of Appeal upheld the trial judge's decision, applying Section 188 of the Succession Act:

"Letters of administration entitle the administrator or administratrix to all rights belonging to the intestate as effectually as if the administration has been granted at the moment after his or her death."

The Court held that this provision validates legitimate actions taken by administrators prior to the grant. The Court found that the beneficiaries jointly obtained interest in the suit land upon the deceased's death, with each entitled to three acres. As stated:

"Therefore, it was within their power as beneficiaries to dispose of their beneficial interest even before a grant was made to the Administrator General."

The Court cited Dr. Diana Kanzira v Herbert Natukunda Rwachwende, noting:

"Where a family has decided to apportion and allot each member a part of the whole estate, it is envisaged that the beneficiary, aware of their right and interests, may deal with the land as he or she wishes."

The court found that the sale to the Respondent was lawful even without letters of administration.

As such, ground one failed.

Grounds Two & Three on Fraud and Proper Evaluation of Evidence

The Court applied the principles from Kampala Bottlers v Damanico, which requires:

"fraud must be attributable to the transferee...either directly or by necessary implication...fraud must be proved strictly, the burden being heavier than on a balance of probabilities."

The Court found multiple indicators of fraud, such as;

Notice Through PW3
The LC1 Chairman testified that he informed the 1st Appellant in 2012 that the land was already purchased and occupied by the Respondent, and cautioned against the purchase. The 1st Appellant proceeded despite this warning.
Physical Evidence of Possession
Evidence confirmed the Respondent took possession in 2006, developing the land with a three-bedroom house, kitchen, latrine, and crops. These developments were observed at the locus visit.
Knowledge by Vendors
The 2nd Appellant admitted the Respondent purchased and took possession in 2006. It was plausible that this knowledge was passed to the 1st Appellant.

The Court cited Marko Matovu v Mohammed Sseviri:

"Knowledge of another person's rights or claims over land and deliberate acquisition of a registered title in the face of protests amounts to fraud."

On Equitable Interest

The Court, applying Lysaght v Edwards and Ismail Jaffer Allibhai v Nandlal Harjivan Karia, the Court held:

"In a sale of immovable property, upon payment of a deposit, property passes to the purchaser who acquires an equitable interest in the property, and the vendor becomes a trustee who holds the property in trust for the purchaser."

The Respondent obtained an equitable interest upon her initial payment in 2006. The subsequent sale to the 1st Appellant was void, as the vendors had no right to resell without rescinding the first transaction and refunding payments.

The Court found that the 1st Appellant fraudulently procured registration with knowledge of the Respondent's prior unregistered interest. Grounds two and three failed.

Ground Four on Stayed Suit and Cross-Examination

While the Court acknowledged the trial judge's decision to prevent cross-examination on the stayed Entebbe suit was "overzealous," it found no prejudice resulted:

"The record depicts that Appellants' counsel was able to ask questions to challenge the Respondent's claim to the suit land, leading to the decision that defeated their defence and counterclaim."

The Court held that the High Court judgment effectively overtook the Entebbe suit, rendering it moot.

As such, ground four failed.

Grounds Five & Six on the Unpleaded Orders and Orders Against Deceased

The Court found merit in these grounds. Citing Interfreight Forwarders v EADB, the Court reiterated:

"A party is expected and is bound to prove the case as alleged by him and as covered in the issues framed therein. He will not be allowed to succeed on a case not so set up by him."

The Court held that orders for monetary refunds to the 1st Appellant were improper as:

No such relief was pleaded or sought by either party
It was contradictory to award a party found to have acted fraudulently
These could not qualify as "consequential orders" as they introduced new obligations rather than giving effect to the main judgment

Regarding orders against the deceased Mpinga Matia:

"no order could be made against the estate of the late Mpinga Matia" as he died during the proceedings and was struck off the record on August 26, 2020.

However, the Court upheld the order requiring the Respondent to pay the balance of the purchase price, as this was necessary to give effect to her registration as proprietor.

Grounds five and six succeeded.

HOLDING

The Court of Appeal dismissed the appeal with modifications:

Set aside orders 6, 7, 8, and 9 of the trial court requiring monetary refunds to the 1st Appellant and orders against the estate of the late Mpinga Matia
Directed the Respondent to pay the outstanding purchase price of Shs. 6,450,000 to the 2nd Appellant and the estate of the late Mpinga Matia within 60 days through the Appellants' lawyers
Ordered the Commissioner for Land Registration to process a certificate of title for six acres in the Respondent's name upon payment, at her cost
Costs, the Appellants shall meet one-half of the costs of the appeal

KEY TAKEAWAYS

1. Validation of Pre-Grant Transactions by Beneficiaries

Beneficiaries of an estate who are aware of their distinct shares may dispose of their beneficial interest even before letters of administration are granted. Such transactions are validated when the beneficiaries subsequently become registered proprietors under Section 188 of the Succession Act.

2. Equitable Interest Arising from Part Payment

A purchaser who pays a deposit or part payment for land immediately acquires an equitable interest in the property. The vendor becomes a trustee holding the property for the purchaser, even before completion and registration.

3. Fraud Through Knowledge of Prior Unregistered Interest

Knowledge of another person's rights or claims over land, combined with deliberate acquisition of registered title despite that knowledge, constitutes fraud sufficient to impeach a certificate of title under Section 176(c) of the Registration of Titles Act.

4. Notice Defeats Bona Fide Purchaser Defense

To succeed as a bona fide purchaser for value without notice, a party must prove: (i) holding a certificate of title, (ii) acquisition in good faith, (iii) acquisition for value, and (iv) no notice of fraud and no participation in fraud. Actual or constructive notice of a prior unregistered interest defeats this defense.

5. Strict Proof Required for Fraud

Fraud must be proved to a standard higher than the balance of probabilities and must be directly attributable to the person holding title, either directly or by necessary implication.

6. Courts Bound by Pleadings

Courts cannot grant relief that was not pleaded or sought by parties, except in limited circumstances where evidence has been led and it is necessary to finally resolve the controversy. Consequential orders must flow directly from the main judgment and give it effect, not introduce new obligations.

7. No Orders Against Deceased Parties

Once a party dies and is struck off the record without being replaced by a legal representative, no orders can be made against their estate in those proceedings.

8. First in Time Principle for Equitable Interests

Where multiple parties have equitable interests in land (neither having registered their interest), the interest that was created first in time takes priority.

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