Industrial Court Upholds Dismissal of Cavendish University Lecturer, Holding That Maintaining Two Full-Time Jobs in Breach of an Exclusivity Clause Violates the Duty of Fidelity.

Industrial Court Upholds Dismissal of Cavendish University Lecturer, Holding That Maintaining Two Full-Time Jobs in Breach of an Exclusivity Clause Violates the Duty of Fidelity Rather Than Constituting a Restraint of Trade

Dr. Fredrick Kiwuwa Lugya v Cavendish University Uganda (Labour Dispute Reference 220 of 2018) [2026] UGIC 82 (23 July 2026)

Judge: Hon. Justice Anthony Wabwire Musana

Panelists: Hon. Can Amos Lapenga, Hon. Emmanuel Bigirimana, Hon. Dr. Oling Dawn Kerjew

Facts

The Claimant was employed by the Respondent from 2010, first as a part-time lecturer, then full-time, and later as Senior Lecturer. He was granted study leave for a PhD and re-engaged on his return.

In November 2016, the Claimant signed a two-year fixed-term contract containing Clause 12, which prohibited him from taking up full-time employment elsewhere. He remained a full-time employee of Makerere University Kampala (MUK) throughout this contract. The Respondent said it discovered this only later, after the Claimant had submitted a 2014 CV suggesting he had left MUK in 2012.

In June 2017, the Claimant was assigned as Deputy Project Manager on the Respondent's Electronic Distance Learning (eDL) project. He says he was promised extra pay for this role that was never paid. After he pushed for payment and gave notice that he would stop working on the project, the Respondent issued a notice to show cause over the Clause 12 breach. A disciplinary hearing was held on 3 November 2017, and the Claimant was summarily dismissed the same day.

The Claimant sued for unlawful and unfair termination, arguing that the disciplinary committee was improperly constituted and that Clause 12 was an unreasonable restraint of trade. He sought severance pay, unpaid eDL wages, and damages.

Legal Representation

For the Claimant: Mr. Jacob Rubeizi of Owoyesigire, Muhereza & Co. Advocates.

For the Respondent: Mr. Alex Ntale of MMAKS Advocates.

Issues

1. Whether the Claimant was unlawfully terminated by the Respondent.

2. What remedies are available to the parties.

Submissions of the Parties

The Claimant's Submissions

Counsel submitted that the disciplinary committee was improperly constituted because it lacked the Legal Officer and Deputy Vice Chancellor required under Clause 19.5 of the Human Resources Manual, and that the HR Director sat on the committee despite having initiated the complaint against him. Counsel also argued that Clause 12 was an unreasonable restraint of trade under Article 40(2) of the Constitution and Section 20(1) of the Contracts Act, since the Claimant had disclosed his MUK employment and had always met his performance targets.

The Respondent's Submissions

Counsel submitted that the Claimant was lawfully dismissed under Section 69(3) of the Employment Act for fundamentally breaching Clause 12 by maintaining full-time employment at MUK throughout his contract with the Respondent, a fact he admitted at the hearing and in cross-examination. Counsel argued that Clause 12 was not an unreasonable restraint of trade, since it only barred concurrent full-time employment and left the Claimant free to run his private business ventures. Counsel further argued that the disciplinary committee was validly constituted on a case-by-case basis because the Legal Officer and DVC posts were vacant at the time.

Court's Findings

Constitution of the Disciplinary Committee

The Court held that Clause 19.5 of the University's Human Resources Manual permitted the Executive Director to constitute the disciplinary committee on a case-by-case basis where substantive office holders, here the Legal Officer and Deputy Vice Chancellor, were unavailable due to vacancy. Because the committee comprised more than one member, excluded the accuser, and included a representative from the claimant's own faculty, the Court found it satisfied the requirements of a fair hearing under Section 65(1) of the Employment Act.

Restraint of Trade Distinguished From Non-Competition

The Court held that the doctrine of restraint of trade has limited application to restrictions operating during the pendency of employment. Conduct during an active employment relationship instead falls to be assessed under the principle of non-competition, rooted in the duty of fidelity and good faith. The duty of fidelity is an implied common-law obligation requiring employees to act in good faith during their employment. Ugandan courts, following English and regional precedents, distinguish this duty from the doctrine of restraint of trade; the former governs conduct during the contract, while the latter applies after termination. This duty requires employees to devote their contracted time exclusively to the employer, maintain honesty, avoid competing activities, and uphold the relationship of trust.

Within this framework, the Court addressed the practice of moonlighting, holding two jobs at once, as a distinct question from restraint of trade. Citing Bowers and Honeyball's Textbook on Labour Law, the Court noted that moonlighting is common and, in some circumstances, lawful, particularly where a contract carries no requirement of exclusivity and no harm to the primary employer is shown, as in Nova Plastics v Froggart, where an odd-job man was found not to be in breach for working for his employer's competitor in his spare time.

The Court held that this permissive approach cannot extend to an employee bound by an express exclusivity clause, since moonlighting under such a clause is not a question of restraint of trade but a direct breach of the duty of fidelity itself. On this basis, the Court rejected the claimant's characterisation of Clause 12 as an unreasonable restraint of trade, holding instead that his concurrent full-time employment at Makerere University was unlawful moonlighting in breach of his duty of fidelity to the Respondent.

Dual Full-Time Employment as Fundamental Breach

The Court held that maintaining two full-time positions without disclosure or authorisation is, in itself, a fundamental breach of the duty of fidelity. It found this to be so irrespective of whether the employee met performance targets, whether other staff followed a similar practice, or whether the employer had informal prior knowledge of the arrangement. The Court emphasised that an employee cannot unilaterally determine that dual employment causes the employer no disadvantage, since that assessment falls within the employer's own managerial prerogative.

The Academic Freedom Argument

The Court considered the ILO and UNESCO Recommendation Concerning the Status of Higher-Education Teaching Personnel (1997), which protects a lecturer's right to outside professional activity. It held that this protection is expressly subject to the proviso that such activity must not interfere with the employee's primary commitment to the home institution, in accordance with that institution's own policies. Clause 12 was found to be exactly such a policy, and the recommendation could not be read to override it.

Holding

The Court found the Claimant's dismissal both procedurally and substantively fair, and therefore lawful. Since remedies such as severance pay, compensation, and damages are only available where a dismissal is found unlawful or unfair, none were awarded. The claim was dismissed in its entirety, with each party bearing its own costs.

Key Takeaways

1. Employers should ensure exclusivity clauses are clearly drafted, and that any variation or waiver of a written term is itself recorded in writing, since informal management assurances will not defeat an express contractual prohibition.

   
   

2. Employees, particularly academic staff, should treat concurrent full-time employment as a live contractual risk wherever an exclusivity clause has been signed, regardless of informal institutional practice or prior employer knowledge.

   
   

3. Restraint of trade and non-competition should not be mixed in pleadings. Conduct occurring during an active employment relationship is properly analysed as a question of fidelity and non-competition, not restraint of trade.

   
   

4. A disciplinary committee may be validly constituted on a case-by-case basis under an employer's own HR policy where senior positions are vacant, provided the panel retains more than one member and excludes the person who raised the complaint.

   
   

5. Remedies such as severance pay, compensation, and damages remain available on a finding of unlawful or unfair dismissal. Where dismissal is found lawful, no such remedies are available, however the underlying facts are framed.

Dr Fredrick Kiwuwa Lugya v Cavendish University Uganda 2026 UGIC 82 (23 July 2026).pdf

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