Why the Supreme Court’s Ruling in the Sudhir–Crane Bank Case Threatens the Future of Legal Billing in Uganda

Introduction

In Uganda, the legal framework for legal remuneration is governed by the Advocates Act (Cap. 295) and the Advocates (Remuneration and Taxation of Costs) (Amendment) Regulations, which prescribe detailed rules for taxing advocates’ fees to ensure fairness and transparency. However, these regulations are frequently tested by champertous agreements, contracts where advocates share in litigation proceeds, often deemed unethical or illegal under Ugandan law for being exploitative.

In a groundbreaking decision, the Supreme Court of Uganda has redefined the parameters of legal remuneration, slashing a staggering UGX 45 billion claim in advocates’ fees to a modest UGX 1 billion.

This 120-page ruling in the high-profile Sudhir Ruparelia and Meera Investments Ltd v. Bank of Uganda case not only resolves a contentious dispute but also sparks a critical conversation about the future of legal billing in Uganda.

Below, I delve into the background, the Court’s findings, and the broader implications of this landmark judgment for the legal profession and access to justice.

Background of the Case

The dispute originates from Supreme Court Civil Appeal No. 07 of 2020, which arose from a High Court suit filed by Crane Bank Ltd (in receivership) against Sudhir Ruparelia (the 1st Applicant, a natural person) and Meera Investments Ltd (the 2nd Applicant, a juridical person). The suit sought to recover UGX 458,606,827,299 and freehold titles, alleging issues related to the ownership and management of Crane Bank.

The High Court dismissed the suit on a preliminary point of law, finding that Crane Bank, under receivership, lacked the legal capacity to sue, as per section 96 of the Financial Institutions Act, which insulates a bank in receivership from legal proceedings. This decision was upheld by the Court of Appeal and subsequently by the Supreme Court.

The Supreme Court appeal focused solely on the legal question of whether Crane Bank (in receivership) had the standing to institute the suit, particularly in light of sections 95(1) and 96(ii) of the Financial Institutions Act, Article 237(2)(c) of the Constitution, and section 40 of the Land Act. The appeal did not address the merits of the monetary claims or property disputes raised in the High Court plaint. After the Supreme Court dismissed the appeal in 2021, Sudhir Ruparelia and Meera Investments each filed separate bills of costs, claiming UGX 54 billion. The Registrar, acting as the Taxing Officer, taxed these at UGX 45.8 billion to be borne by the Bank of Uganda (BoU), which had initiated the suit in Crane Bank’s name.

The BoU challenged the taxed amounts as excessive, arguing that the appeal’s narrow scope, a technical point of law, did not justify such exorbitant fees. The matter was referred to a single Judge of the Supreme Court (Chibita JSC), who reduced the fees to UGX 500 million per applicant (UGX 1 billion total) and made further reductions for interlocutory applications and other items.

Dissatisfied, the Applicants appealed to the full Supreme Court bench, raising five grounds challenging the Judge’s ruling.

Issues

1. Whether the Applicants’ advocates were legally entitled to file two separate bills of costs for the 1st and 2nd Applicants, or whether the single Judge correctly struck out the 2nd Applicant’s bill (Taxation Application No. 06 of 2022) under Paragraph 17 of the Third Schedule to the Supreme Court Rules.

2. Whether the single Judge erred in holding that the UGX 458,606,827,259 subject matter value from the High Court suit was not an “amount involved in the appeal” for taxation purposes.

3. Whether the single Judge erred in setting aside the Taxing Officer’s award of UGX 45,860,682,730 per Applicant (10% of the subject matter value) and substituting it with UGX 500,000,000 per Applicant, which the Applicants argued was manifestly low.

4. Whether the single Judge erred in reducing instruction fees for Miscellaneous Applications Nos. 32, 33, 39 of 2020, and 02 of 2021 from UGX 50,000,000 to UGX 5,000,000 each, and whether the Respondent (Bank of Uganda) was liable for these costs.

5. Whether the single Judge erred in disallowing costs for drawings, copies, attendances, and perusals, which the Taxing Officer had awarded based on High Court scales.

   
   

Supreme Court’s Findings

Chief Justice Alfonse Owiny-Dollo, delivering the lead judgment,

Ground 1: Filing of Separate Bills of Costs

The Applicants argued that the single Judge erred in striking out the 2nd Applicant’s bill of costs (Taxation Application No. 06 of 2022), asserting that both Applicants, as distinct parties (a natural person and a juridical entity), were entitled to file separate bills.

The Supreme Court agreed, finding that paragraph 17 of the Third Schedule to the Supreme Court Rules does not prohibit separate bills when one advocate represents multiple parties with distinct claims.

The Court clarified that the Taxing Officer’s role is to disallow duplicative or unnecessary costs, not to strike out entire bills. Citing the Kenyan case of Nguruman Limited v. Kenya Civil Aviation Authority & 3 Others [2014] eKLR, the Court held that advocates are entitled to separate fees for each party represented. The single Judge’s decision to strike out the 2nd Applicant’s bill was overturned, and this ground succeeded.

Ground 2: Relevance of the Subject Matter Value

The Applicants contended that the single Judge erred in holding that the UGX 458.6 billion subject matter value from the High Court suit was not involved in the appeal.

The Supreme Court upheld the Judge’s finding, emphasizing that the appeal’s sole issue was the receiver’s legal capacity to sue, a question of statutory interpretation that did not involve the monetary or property claims from the High Court.

Citing Bank of Uganda v. Banco Arabe Espanol [1999] 2 EA 45 and Attorney General v. James Mark Kamoga (Civil Appeal No. 02 of 2008), the Court reiterated that the “amount involved in the appeal” must be an issue or question for determination in the appeal itself. Since the monetary value was not at issue, it was irrelevant to the taxation of instruction fees.

This ground was disallowed.

Ground 3: Reduction of Instruction Fees

The Applicants challenged the reduction of instruction fees from UGX 45.8 billion per party to UGX 500 million per party, arguing that the latter was manifestly low. The Supreme Court upheld the reduction, finding that the Registrar’s award was based on the erroneous assumption that the High Court’s subject matter value was relevant.

The Court noted that the appeal involved a straightforward legal issue under the Financial Institutions Act, lacking complexity or novelty that would justify extensive research or high fees. Chief Justice Owiny-Dollo stated,

“There was no complexity or novelty in the issues before Court that required extraordinary research to justify such an alarming award.”

The Court further emphasized that instruction fees must not rise to levels that restrict access to justice, aligning with the principle in Makula International v. His Eminence Cardinal Nsubuga (Civil Appeal No. 4 of 1981). However, recognizing the Applicants’ distinct entitlements, the Court varied the award to grant UGX 500 million to each Applicant, totaling UGX 1 billion.

This ground was allowed in part.

Ground 4: Fees for Interlocutory Applications

The Applicants argued that the single Judge erred in reducing fees for four interlocutory applications (Miscellaneous Applications Nos. 32, 33, 39 of 2020, and 02 of 2021) from UGX 50 million to UGX 5 million each, claiming the applications were contentious and required significant preparation.

The Court upheld the reduction, finding that the applications were not intricate or novel. For instance, Miscellaneous Application No. 39 of 2020 addressed the interpretation of the Financial Institutions Act regarding liquidation, a straightforward issue.

The Court also clarified that the BoU, not Crane Bank, was liable for costs, as it had initiated the suit and related applications. The single Judge’s failure to provide detailed reasons for the reduction was noted, but the Court found UGX 5 million per application reasonable, given the lack of complexity and the public interest in affordable justice.

This ground was disallowed.

Ground 5: Disallowance of Additional Costs

The Applicants faulted the single Judge for disallowing costs for drawings, copies, attendances, and perusals, arguing that these were justified under the Supreme Court Rules and High Court regulations.

The Court upheld the disallowance, citing paragraph 9(3) of the Third Schedule, which includes such costs within instruction fees unless additional parties require extra copies. Since only one party (BoU) was served, additional fees were unnecessary.

The Court relied on Attorney General v. Uganda Blanket Manufacturers (Civil Application No. 17 of 1993), where Odoki JSC held that instruction fees cover both solicitor’s and barrister’s work, rendering separate charges for attendances and perusals impermissible.

This ground was disallowed

Justice Elizabeth Musoke (Concurring)

Ground 1: Striking Out the 2nd Applicant’s Bill of Costs

Justice Musoke agreed with the Chief Justice that the single Judge (Chibita, JSC) erred in striking out the 2nd Applicant’s bill of costs under Taxation Application No. 06 of 2022.

She found that paragraph 17 of the Third Schedule to the Supreme Court Rules, relied upon by the single Judge, was inapplicable. This provision addresses advocate-client costs for separate proceedings, not party-and-party taxation as in this case, where no separate proceedings occurred.

Musoke emphasized that the distinct legal personalities of the Applicants (a natural person and a juridical entity) entitled them to file separate bills, as they incurred distinct costs despite being represented by the same advocate. She rejected the BoU’s reliance on Attorney General v. Hon. Theodore Sekikubo (Civil Reference No. 13 of 2016), noting it addressed joint representation, not separate parties.

Ground 1 succeeded.

Ground 2: Relevance of Subject Matter Value

Musoke upheld the single Judge’s finding that the UGX 458.6 billion subject matter value from the High Court suit was not “an amount involved in the appeal” under paragraph 9(2) of the Third Schedule.

The appeal focused on statutory interpretation of the receiver’s capacity to sue under the Financial Institutions Act, not the monetary claims in the High Court plaint. She agreed with the BoU that the test for “amount involved” is whether the value was an issue for determination in the appeal, which it was not.

Ground 2 failed.

Ground 3: Reduction of Instruction Fees

Musoke supported the reduction of instruction fees from UGX 45,860,682,730 per Applicant to UGX 500 million per Applicant, finding the original award excessive and unreasonable. She emphasized that taxation on a party-and-party basis, under paragraph 9(2), requires fees to be reasonable, considering factors like the appeal’s nature, importance, and difficulty.

The appeal, withdrawn before full hearing, involved straightforward legal issues and minimal work (submissions on withdrawal). Musoke noted that UGX 45 billion per Applicant far exceeded reasonable compensation compared to professional wages in Uganda, and even UGX 500 million was arguably generous.

She cited Simpsons Motor Sales v. Hendon Corporation [1964] Costs LR (Core) 29, emphasizing that courts award fees based on a hypothetical competent counsel, not extravagant payments.

Ground 3 failed.

Ground 4: Fees for Interlocutory Applications

Musoke upheld the reduction of fees for Miscellaneous Applications Nos. 32, 33, 39 of 2020, and 02 of 2021 from UGX 50 million to UGX 5 million each. She found the applications involved simple, well-settled legal principles, not warranting high fees.

While the Applicants criticized the single Judge’s “blanket” award, Musoke noted the Taxing Officer similarly awarded UGX 50 million uniformly without justification. Under paragraph 12 of the Third Schedule, the total taxed amount (UGX 515 million for the 1st Applicant, UGX 505 million for the 2nd) was deemed generous.

She dismissed the BoU’s new argument that it was not liable for three applications, as it was not raised in a cross-reference.

Ground 4 failed.

Ground 5: Disallowance of Additional Costs

Musoke agreed with disallowing costs for drawings, copies, attendances, and perusals, as these are covered by instruction fees under paragraph 9(3) of the Third Schedule.

Citing Attorney General v. Uganda Blanket Manufacturers (Civil Application No. 17 of 1993), she held that such costs are not separately chargeable in party-and-party taxation, as they are deemed part of the advocate’s work.

The Applicants’ reliance on paragraph 10 was misplaced, as additional fees apply only when serving multiple parties, which was not the case here.

Ground 5 failed.

 Justice Stephen Musota (Dissenting in Part)

Ground 1: Filing of Separate Bills of Costs

Musota J dissented from the single Judge’s decision to strike out the 2nd Applicant’s bill of costs. He found that Paragraph 17 does not prohibit filing separate bills when one advocate represents multiple parties with distinct interests (a natural person and a juridical entity).

The provision instructs the Taxing Officer to assess whether separate proceedings were necessary and proper, disallowing unnecessary or improper costs, not striking out an entire bill. Striking out the bill was an incorrect remedy, as it negated the Taxing Officer’s duty to evaluate costs judiciously.

Musota J emphasized that consolidating the bills and taxing them as one, while disallowing duplicative costs, would have been the just remedy.

He relied on the plain reading of Paragraph 17, which focuses on the Taxing Officer’s duty to disallow improper costs rather than prohibiting separate bills. He also cited the persuasive Kenyan case Nguruman Limited v. Kenya Civil Aviation Authority & 3 Others [2014] eKLR, which affirmed an advocate’s entitlement to separate fees for each party represented.

Musota J rejected the Respondent’s reliance on Attorney General v. Hon. Theodore Sekikubo & 4 Others (SCC Reference No. 13 of 2016), clarifying that the issue was not about a certificate for two counsel, as one law firm represented both Applicants based on separate instructions.

Musota J allowed Ground 1, setting aside the single Judge’s decision to strike out the 2nd Applicant’s bill and reinstating Taxation Application No. 06 of 2022.

Ground 2: Relevance of the Subject Matter Value

Musota J dissented from the single Judge’s finding that the subject matter value was irrelevant. He held that the phrase “amount involved in the appeal” in Paragraph 9(2) of the Third Schedule to the Supreme Court Rules should not be interpreted restrictively to exclude the value of the original suit.

The appeal’s outcome affected the Applicants’ potential liability for UGX 458.6 billion, making it relevant to taxation. He rejected the single Judge’s reliance on Mbale Resort Hotel (U) Ltd v. Babcon (Uganda) Limited (SC Reference No. 18 of 2018), arguing that excluding the subject matter value creates an absurdity, especially for defendants who win on preliminary objections, as their costs would not reflect the stakes involved.

Musota J interpreted “amount involved” broadly, considering its ordinary meaning (“a quantity of something, especially the total in value or extent”) and the inclusive list in Paragraph 9(2), which includes “all other relevant circumstances.”

He argued that the subject matter value (UGX 458.6 billion) was the foundation of the Respondent’s appeals, as it sought to reinstate the High Court suit to recover this amount. He distinguished cases like Bank of Uganda v. Banco Arabe Espanol (SCCA No. 23 of 1999), noting that the appeal’s preliminary nature did not negate the advocate’s preparation for the entire claim, as instruction fees are based on the originating plaint.

Musota J allowed Ground 2, setting aside the single Judge’s finding and holding that the subject matter value (UGX 458,606,827,259) was the amount involved in the appeal.

Ground 3: Reduction of Instruction Fees

Musota J dissented from the single Judge’s reduction of instruction fees to UGX 500,000,000 per Applicant, finding it manifestly low and arbitrary. He criticized the single Judge for not providing a reasoned basis for the reduction, noting that the decision appeared based solely on the perception that the Taxing Officer’s award was excessive.

Musota J held that the Taxing Officer correctly considered the subject matter value (UGX 458.6 billion) and applied a 10% rate, consistent with precedents like National Insurance Corporation v. Pelican Services Ltd (Civil Reference No. 13 of 2005) and Bank of Uganda v. Transroad Ltd (SCCA No. 3 of 1997), where instruction fees ranged from 8-10% of the subject matter value.

He relied on Paragraph 9(2), which requires the Taxing Officer to consider the amount involved, nature, importance, difficulty, and other circumstances. Musota J noted that the Taxing Officer’s discretion should only be interfered with in exceptional circumstances, such as applying a wrong principle (Bank of Uganda v. Banco Arabe Espanol).

He found no such error in the Taxing Officer’s award. However, considering the Respondent’s status as a public institution (Bank of Uganda) and the public interest in affordable justice, Musota J reduced the award to 1% of the subject matter value (UGX 4,586,068,272.9 per Applicant), balancing advocate remuneration with public policy.

Musota J allowed Ground 3 in part, setting aside the single Judge’s UGX 500,000,000 award and substituting it with UGX 4,586,068,272.9 per Applicant.

Musota J concurred with the single Judge’s view that the Taxing Officer’s award was high, but disagreed on the extent of the reduction and the lack of reasoning, opting for a higher award based on a principled approach.

Ground 4: Fees for Interlocutory Applications

Musota J dissented from the single Judge’s reduction of fees to UGX 5,000,000 per application, finding it manifestly low and arbitrary. He criticized the single Judge for awarding a blanket figure without considering the distinct nature of each application or providing reasons for the reduction.

Musota J held that the applications, particularly No. 39 of 2020 (addressing liquidation under the Financial Institutions Act), were contentious and required significant preparation. He also dissented on the Respondent’s liability, rejecting their claim of non-liability, as the Supreme Court had ruled that the Bank of Uganda, which initiated the suit in Crane Bank’s name, was responsible for all costs due to Crane Bank’s lack of locus standi under section 96 of the Financial Institutions Act.

Musota J relied on Paragraph 9(1) of the Third Schedule, which grants the Taxing Officer discretion to award reasonable fees for applications. He found the Taxing Officer’s UGX 50,000,000 award reasonable but reduced it to UGX 30,000,000 per application, citing the public interest in affordable justice and the Respondent’s status as a public institution.

He emphasized that the applications were not routine, as they involved novel issues (e.g., liquidation) and influenced the appeal’s outcome. Musota J also affirmed that the Bank of Uganda’s role in filing the suit and applications made it liable for costs, supported by affidavits signed by its officials.

Musota J allowed Ground 4, setting aside the single Judge’s UGX 5,000,000 award and substituting it with UGX 30,000,000 per application, while confirming the Respondent’s liability.

Musota J concurred with the single Judge’s view that the Taxing Officer’s UGX 50,000,000 award was high, but disagreed on the extent of the reduction and the lack of reasoned justification, opting for a moderate reduction.

Ground 5: Disallowance of Additional Costs

Musota J concurred with the single Judge’s decision to disallow these additional costs. He agreed that Paragraph 9(3) of the Third Schedule to the Supreme Court Rules includes such costs (drawings, copies, attendances, perusals, and consulting authorities) within instruction fees unless additional parties require extra copies.

Since only one party (Bank of Uganda) was served, separate charges were unnecessary. Musota J endorsed the precedent in Attorney General v. Uganda Blanket Manufacturers (Civil Application No. 17 of 1993), where Odoki JSC held that instruction fees cover both solicitor’s and barrister’s work, rendering separate charges impermissible.

He found that the Taxing Officer erred in applying High Court scales under Paragraph 9(4) to award these costs, as Paragraph 9(3) explicitly includes them in instruction fees. The Applicants’ arguments about extensive oral submissions and written filings did not justify separate charges, as these were part of the advocate’s work covered by instruction fees.

Musota J disallowed Ground 5, upholding the single Judge’s decision to disallow these costs.

Holding

The Court rejected the reliance on the UGX 458 billion subject matter value from the High Court proceedings, as it was irrelevant to the appeal’s scope. This echoed Justice Chibita’s earlier view that the appeal’s focus was purely procedural, not tied to the recovery of the disputed sum.

The Supreme Court drastically reduced the instruction fees to UGX 500 million per applicant, totaling UGX 1 billion. The Court underscored that “instruction fees should not rise to a level that would prohibit ordinary justice seekers from accessing the courts of law.”

Fees for interlocutory applications were slashed from UGX 50 million to UGX 5 million each, as they were deemed neither intricate nor novel. Additional costs for drawings, attendances, perusals, and copies were disallowed, as these were subsumed under instruction fees, consistent with the precedent in Attorney General v Uganda Blanket Manufacturers (1993).

Implications for Legal Practice in Uganda

This decision serves as a wake-up call for the legal profession, reinforcing the principle that advocates’ fees must be reasonable, transparent, and aligned with the constitutional imperative of affordable access to justice.

By capping fees at UGX 1 billion, the Court significantly reduced the BoU’s financial exposure, protecting public institutions from excessive cost liabilities.

However, this decision is not an isolated instance of judicial intervention into advocates’ fees or champerty agreements in Uganda, as courts have consistently scrutinized legal remuneration to balance fair compensation with public interest

In Matovu & Matovu Advocates v Attorney General and Others (Miscellaneous Application No. 15 of 2025) [2025] UGSC 44 (26 September 2025), a three-judge panel (led by Justice Stephen Musota) ordered an 80/20 split: 80% of decretal sums to clients, 20% to advocates (drawn from awards, not just taxed costs).

This was seen as erroneous by critics, as it implied a prohibited "success fee" under the Advocates Act (which bans contingency fees or sharing damages). Justice Muzamiru Kibedi's May 2025 interim ruling controversially directed immediate payment of Shs 64bn to Matovu, but the AG appealed, arguing it bypassed pensioner consent and prior payments.

Justice Christopher Madrama Izama struck out Matovu's application for Shs 64bn, ruling the Supreme Court cannot hear it due to ongoing appeals below. The matter returns to the Court of Appeal without prejudice to the fee claim, preventing further delays and multiplicity of suits. This grants a "brief victory" to lead plaintiffs Bernard Mweteise and Chris Abel Nkunzingoma, potentially allowing phased pension payments (e.g., Shs 64bn tranche) directly to beneficiaries pending final resolution.

However, the decision raises critical questions about how courts value legal work, particularly in high-stakes commercial litigation.

The 20% ruling (Shs 64bn) affirms reasonable compensation for a 20+ year case but has been challenged as champertous (illegal fee-sharing). Lawyers hailed the High Court's 2024 endorsement as protecting professional rights.

Whereas in Byenkya Kihika and Company Advocates v Fang min (Misc Cause 52 of 2022) [2022] UGCommC 154 (3 November 2022) the dispute arose from a fee dispute between the law firm Byenkya Kihika & Co. Advocates (the applicants) and their former client, Fang Min (the respondent).

The underlying matter was High Court Civil Suit No. 0318 of 2016, a derivative action filed by the firm on behalf of Fang Min, a minority shareholder in Uganda Hui Neng Mining Limited.

Fang Min had invested approximately US$5,000,000 in a mining project, but her interests were allegedly undermined by other parties who took over the mineral exploration license.

The firm and Fang Min entered into two remuneration agreements:April 22, 2016: For initial instructions, including fixed fees and a 10% success fee on any recovered amounts. March 19, 2018 (addendum): For handling a counterclaim involving US$8,000,000 frozen in a Chinese bank, again with a 10% success fee.

These agreements were not notarized or registered with the Law Council as required under Section 51 of the Advocates Act (Cap. 267). The suit was successful for Fang Min on February 13, 2020, with party-to-party costs taxed at UGX 1,228,123,628 on December 10, 2020.

Fang Min paid the firm approximately US$65,000 (equivalent to UGX 240,000,000) but refused the success fee demand. The firm then served an advocate-client bill of costs, which Fang Min ignored.

The firm sought leave to tax this bill via Miscellaneous Application No. 53 of 2021, but the Taxing Officer dismissed it on May 26, 2022, ruling the agreements binding and limiting recovery to the already-paid amount.

Court's Reasoning

Justice Stephen Mubiru emphasized that while access to justice is a constitutional right, the Advocates Act prohibits champertous agreements, those where advocates share in the proceeds of litigation (e.g., a percentage of recovery). Such arrangements are deemed illegal as they incentivize frivolous suits and undermine professional ethics. The court cited Section 17 of the Advocates Act, which voids agreements for fees contingent on success or sharing litigation outcomes.

The advocates were found to have exploited Fang Min's vulnerable position as a foreign investor unfamiliar with Ugandan law. They drafted the agreement themselves without independent advice for the client, failed to disclose risks, and pressured her into signing amid urgency. This constituted a clear breach of the advocate-client fiduciary relationship, prioritizing self-interest over the client's welfare.

The Registrar's power to refuse taxation exists to protect clients and the administration of justice, not merely to enforce payment obligations. The court affirmed that bills arising from illegal contracts or misconduct cannot be sanitized through court processes.

Evidence showed the advocates' conduct was unethical, including inadequate communication post-judgment and attempts to withhold decretal sums without transparency. The court noted this as a case warranting disciplinary action to uphold professional standards.

Holding

1. The court upheld the Registrar's refusal to tax the bill of costs, ruling the contingency agreement champertous and unenforceable.

2. No professional fees could be recovered via taxation due to the illegality and misconduct.

3. The advocates were ordered to bear their own costs of the appeal.

4. The judgment reinforced that courts will not assist in enforcing unethical fee arrangements, even if fees were reasonably incurred, to prevent abuse of the legal process. Justice Mubiru concluded: "The appropriate discipline is warranted in this case" to deter similar breaches.

Access to Justice vs. Fair Compensation

The Sudhir–Crane Bank decision prioritizes affordable justice, ensuring that high fees do not deter ordinary litigants. By capping fees at UGX 1 billion, the Court emphasized that costs must not confine access to courts to only the wealthy, as noted in Makula International v. His Eminence Cardinal Nsubuga (Civil Appeal No. 4 of 1981).

However, this approach raises concerns about undervaluing the intellectual and strategic expertise required in complex commercial litigation. High-value corporate disputes often demand deep legal analysis, extensive document review, and sustained professional engagement, elements that justify proportionate remuneration.

When courts significantly reduce instruction fees without fully appreciating this professional burden, they risks disincentivizing top-tier advocacy and eroding the financial viability of specialized commercial practice.

A similar tension emerged in Byenkya Kihika & Co. Advocates v Fang Min, where the Court intervened to invalidate a 10% success fee on a USD 5,000,000 recovery, citing non-compliance with Section 51 of the Advocates Act (Cap. 267). The Court’s refusal to enforce the remuneration agreement, limiting recovery to the UGX 240,000,000 already paid, highlighted judicial vigilance against unenforceable or excessive fee arrangements, even where the advocate’s effort had clearly contributed to the client’s success.

Yet, this judicial intervention creates a deeper policy dilemma. In practice, advocates frequently take on high-risk clients or protracted commercial matters, often on the promise of deferred or contingent fees. The law recognizes that a contract freely entered into is enforceable so long as it is not unconscionable, yet the Advocates Act and judicial interpretation often disregard this commercial reality. By rigidly invalidating such agreements on technical or formal grounds (e.g., lack of notarization or registration), courts may inadvertently undermine contractual freedom and the economic sustainability of legal practice, especially for firms willing to represent financially constrained clients.

The emerging question, therefore, is whether Uganda’s current legal framework on remuneration, intended to protect clients, has evolved into an instrument that discourages fair compensation and entrepreneurial lawyering, leaving advocates to absorb disproportionate risk in pursuit of justice.

Chilling Effect on Appellate Work

Another implication of this decision is the drastic reduction in fees in Sudhir–Crane Bank may deter advocates from investing in thorough preparation for high-stakes appeals, particularly where recoverable costs are uncertain.

This could impact the quality of representation in public-interest or complex cases. A parallel concern arises in Byenkya Kihika, where the Court’s strict enforcement of statutory requirements for fee agreements nullified the success fee, potentially discouraging contingency-based representation in high-value disputes.

Excessive judicial reductions could undermine this balance, reducing incentives for appellate or specialized litigation.

Comparative Perspectives

Unlike Kenya, where courts may consider the subject matter value in taxation as stated in the case of Outa v Odoto & 3 others (Petition 6 of 2014) [2023] KESC 75 (KLR) (22 September 2023) referencing the decision of Spry J in Premchand Raichand Ltd v. Quarry Services [1972] EA 162, or the UK, where proportionality allows higher fees for complex cases (Civil Procedure Rules, Part 44),

Uganda’s approach in Sudhir–Crane Bank and Byenkya Kihika is more restrictive, prioritizing statutory compliance and public interest. South Africa’s balanced approach in the case of President of the Republic of South Africa and Others v Gauteng Lions Rugby Union and Another (CCT16/98) case, which dealt with a disputed bill of costs after a lengthy, separate constitutional appeal., the Constitutional Court held that the bill of costs was improperly drawn because it combined costs from two distinct proceedings, a constitutional appeal and separate earlier litigation.

The Court emphasized that each proceeding must have its own independently taxed bill of costs, and that conflating them was procedurally irregular and misleading. The Court therefore disallowed the combined bill, reaffirming that cost claims must be clear, distinct, and confined to the specific matter in which they were incurred.

Why the Ruling Raises Concern

While the Court’s reasoning aligns with the constitutional imperative of affordable access to justice, it raises legitimate concerns about how courts value legal work in high-stakes commercial litigation.

In complex financial or regulatory disputes, legal services often involve extensive research, obtaining specialized advice that would come in handy as expert opinion evidence, and strategic preparation. By substantially decoupling fees from the economic value or risk of the dispute, courts may inadvertently undervalue the true cost of legal advocacy.

Conclusion

The Court’s reduction of an extraordinary UGX 45 billion fee claim to UGX 1 billion reflects judicial concern over inconsistent billing practices that threaten both professional integrity and access to justice. Without statutory clarity, courts will continue to intervene on a case-by-case basis, producing uncertainty for clients and practitioners alike.

The profession must therefore confront two intertwined realities: the imperative of affordable justice, and the economic sustainability of legal practice. While advocates must be fairly compensated for their expertise, diligence, and the risks they undertake, particularly in high-stakes or high-profile matters, fees must nonetheless remain reasonable, transparent, and commensurate with the nature and complexity of the work performed.

It is equally important to recognize that some clients pursue justice at immense personal or financial cost, while others face public-interest litigation whose implications extend far beyond the parties. In such cases, striking the right balance between fair remuneration and public accountability is essential to maintaining public confidence in the legal profession.

Thus, while it is proper for courts to rein in exorbitant legal fees, the law must avoid creating disincentives that erode fair professional compensation. Uganda urgently requires a comprehensive reform and rationalization of its fee structure, anchored in clear benchmarks, comparative jurisprudence, and stakeholder consultation. Drawing insights from jurisdictions such as India, South Africa, and the United Kingdom, such reform should aim to promote fairness, predictability, and proportionality in advocates’ remuneration, while ensuring that justice remains accessible, affordable, and firmly within the reach of all citizens.

By

Waboga David

Read the full case

Sudhir Ruparelia and Meera Investments Limited v Bank of Uganda 2025 UGSC 49 (17 October 2.

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Bibliography

Cases

1. Attorney General v. Hon. Theodore Sekikubo & 4 Others (Supreme Court Civil Reference No. 13 of 2016) [2016] UGSC.

2. Attorney General v. James Mark Kamoga (Civil Appeal No. 02 of 2008) [2008] UGSC.

3. Attorney General v. Uganda Blanket Manufacturers (Civil Application No. 17 of 1993) [1993] UGSC.

4. Bank of Uganda v. Banco Arabe Espanol [1999] 2 EA 45 (Supreme Court Civil Appeal No. 23 of 1999) [1999] UGSC.

5. Bank of Uganda v. Transroad Ltd (Supreme Court Civil Appeal No. 3 of 1997) [1997] UGSC.

6. Byenkya Kihika and Company Advocates v. Fang Min (Miscellaneous Cause No. 0052 of 2022) [2022] UGCommC 154 (3 November 2022).

7. Makula International v. His Eminence Cardinal Nsubuga (Civil Appeal No. 4 of 1981) [1981] UGSC.

8. Matovu & Matovu Advocates v. Attorney General and Others (Miscellaneous Application No. 15 of 2025) [2025] UGSC 44 (26 September 2025).

9. Mbale Resort Hotel (U) Ltd v. Babcon (Uganda) Limited (Supreme Court Reference No. 18 of 2018) [2018] UGSC.

10. National Insurance Corporation v. Pelican Services Ltd (Civil Reference No. 13 of 2005) [2005] UGSC.

11. Nguruman Limited v. Kenya Civil Aviation Authority & 3 Others [2014] eKLR (Court of Appeal, Kenya).

12. Outa v. Odoto & 3 Others (Petition 6 of 2014) [2023] KESC 75 (KLR) (22 September 2023).

13. Premchand Raichand Ltd v. Quarry Services [1972] EA 162.

14. President of the Republic of South Africa and Others v. Gauteng Lions Rugby Union and Another (CCT16/98) [2002] ZASCA 44.

15. Simpsons Motor Sales v. Hendon Corporation [1964] Costs LR (Core) 29.

16. Sudhir Ruparelia and Meera Investments Ltd v. Bank of Uganda (Supreme Court Civil Appeal No. 07 of 2020, Taxation Reference No. 1 of 2023) [2023] UGSC.

Legislation

1. Advocates Act (Cap. 295) (Uganda).

2. Constitution of the Republic of Uganda, 1995.

3. The Advocates (Remuneration and Taxation of Costs) (Amendment) Regulations, 2018

   
   

Other Sources

1. Civil Procedure Rules, Part 44 (United Kingdom).

2. Supreme Court Rules, Third Schedule (Uganda).