Uganda Case Law

Brood 2 B.V & 2 Others v Brood (U) Limited (Winding Up Cause 5 of 2023)

Brood 2 B.V & 2 Others v Brood (U) Limited (Winding Up Cause 5 of 2023) [2024] UGCommC 338 (13 November 2024)

Court

Commercial Court of Uganda

Case number

Winding Up Cause 5 of 2023

Judge

Harriet Grace Magala, J

The court found that while the Petitioners had established the Respondent's insolvency and complied with the statutory demand and timing requirements for filing the petition, they failed to comply with Regulation 89 of the Insolvency Regulations, which requires public notice of the petition within seven working days of filing. This procedural step is mandatory and serves to notify all stakeholders, ensure transparency, and allow creditors and other interested parties to participate in the winding up process. The omission of this step is not a mere technicality but a substantive defect that un…

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• Company Liquidation
• Insolvency Procedure
• Statutory Demand
• Creditor Rights

Jomayi Property Consultants Limited v NC Bank Uganda Limited

Jomayi Property Consultants Limited v NC Bank Uganda Limited (Civil Application 285 of 2024) [2024] UGCA 313 (12 November 2024)

Court

Court of Appeal of Uganda

Case number

Civil Application 285 of 2024

Judge

Gashirabake, JA

The Court of Appeal has jurisdiction to entertain the application for stay of execution and winding up proceedings in exceptional circumstances where the High Court has not addressed the matter in good time and the applicant faces imminent threat of liquidation. The applicant demonstrated a likelihood of success on appeal, as the memorandum of appeal raises triable issues regarding the insolvency orders. The applicant also established that it would suffer irreparable loss if winding up proceeds, as the company's existence would be threatened and such loss cannot be compensated by damages. The…

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• Stay Of Execution
• Winding Up Proceedings
• Company Liquidation
• Appeal Rights
• Balance Of Convenience

Rujugiro v Attorney General of the Republic of Rwanda (Application No.8 of 2022)

Rujugiro v Attorney General of the Republic of Rwanda (Application No.8 of 2022) [2022] EACJ 19 (27 September 2022) (First Instance Division)

Court

East African Court of Justice

Case number

Application No.8 of 2022

Judge

Masara PJ, Muhumuza J, Nyachae J, Nyawello J, Wejuli J

The EACJ dismissed an interim injunction application, finding a serious triable issue but no evidential proof of irreparable injury pending the reference.

• Interim Injunction
• Company Liquidation
• Locus Standi
• Irreparable Injury
• Eac Treaty Interpretation
• Interim-injunction

Mukwano Enterprises Limited v Ranchhobhai Shivabhai and Another

Mukwano Enterprises Limited v Ranchhobhai Shivabhai and Another (Civil Application No. 16 of 2019) [2020] UGSC 63 (23 December 2020)

Court

Supreme Court of Uganda

Case number

Civil Application No. 16 of 2019

Judge

Opio-Aweri, JSC, Mugamba, JSC, Muhanguzi, JSC, Tuhaise, JSC, Mike Chibita, JSC

The Supreme Court held that the application for review was in substance a disguised appeal, seeking to overturn findings of fact and law already adjudicated at all levels of court. The grounds raised by the applicant did not disclose any error apparent on the face of the record, nor did they fall within the narrow scope for review under Rule 2(2) of the Supreme Court Rules. The Court reaffirmed that its intention in the original judgment was to nullify the illegal sale and restore all property, including land, buildings, and machinery, to African Textile Mills Ltd (in liquidation). The applic…

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• Company Liquidation
• Bonafide Purchaser
• Indoor Management Rule
• Arrangement With Creditors
• Valuation Of Property
• Review Of Judgment

Attorney General of the Republic of Rwanda and Others v Union Trade Centre (Application No.24 of 2020)

Attorney General of the Republic of Rwanda and Others v Union Trade Centre (Application No.24 of 2020) [2020] EACJ 15 (26 November 2020) (First Instance Division)

Court

East African Court of Justice

Case number

Application No.24 of 2020

Judge

Mugenyi PJ, Nyachae J, Nyawello J

The EACJ dismissed an application to stay a reference pending Rwandan liquidation proceedings, holding the request was late, unsupported by the Rules, and abusive.

• Stay Of Proceedings
• Abuse Of Court Process
• Company Liquidation
• Treaty Interpretation
• Stay-of-proceedings
• Abuse-of-court-process

Ranchhobhai Shivabhai Patel Ltd & Another v Wambuga & Another

Ranchhobhai Shivabhai Patel Ltd & Another v Wambuga & Another (Civil Appeal 6 of 2017) [2018] UGSC 68 (6 November 2018)

Court

Supreme Court of Uganda

Case number

Civil Appeal 6 of 2017

Judge

Mwangusya, JSC, Opio-Aweri, JSC, Mwondha, JSC, Tibatemwa, JSC, Mugamba, JSC

The Supreme Court found that the liquidator breached his fiduciary duties and violated statutory requirements under the Companies Act by selling the suit property without a special resolution and in the context of an arrangement with the creditor. The sale was conducted in a reckless and negligent manner, without proper valuation, and at a gross undervalue, prioritizing the interests of the secured creditor over those of the company and its members. The court held that these actions amounted to fraud as defined in Ugandan law, including breach of trust and unconscientious advantage. The secon…

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• Company Liquidation
• Fiduciary Duties
• Sale Of Mortgaged Property
• Fraud In Property Transactions
• Valuation Of Assets
• Bona Fide Purchaser

Ssebanakitta v Kakira Sugar Works

Ssebanakitta v Kakira Sugar Works (CIVIL SUIT No. 84 OF 2007) [2017] UGHCCD 214 (31 August 2017)

Court

HC: Civil Division (Uganda)

Case number

CIVIL SUIT No. 84 OF 2007

Judge

Elubu, J

The High Court held that the defendant company was under voluntary winding up and stayed the suit pending completion of liquidation.

• Company Liquidation
• Voluntary Winding Up
• Stay Of Proceedings
• Compliance With Statutory Requirements
• Company-liquidation
• Voluntary-winding-up

Ranchhodbhai Shivabhai Patel Ltd & Anor v Wambuga & Anor

Ranchhodbhai Shivabhai Patel Ltd & Anor v Wambuga & Anor (Civil Appeal No. 057 of 2010) [2017] UGCA 7 (29 March 2017)

Court

Court of Appeal of Uganda

Case number

Civil Appeal No. 057 of 2010

Judge

Bossa, JA, Kakuru, JA, Buteera, JA

The Court of Appeal dismissed an appeal challenging a liquidator’s sale of company property, finding no proved fraud and upholding title in the buyer.

• Company Liquidation
• Sale Of Mortgaged Property
• Fraud In Commercial Transactions
• Bonafide Purchaser
• Mortgage Act Application
• Company-liquidation

Kanyeihamba & 320 Ors v Nzeyi & 2 Ors (HCT-00-CC-CS 361 of 2010)

Kanyeihamba & 320 Ors v Nzeyi & 2 Ors (HCT-00-CC-CS 361 of 2010) [2013] UGCommC 78 (2 May 2013)

Court

Commercial Court of Uganda

Case number

HCT-00-CC-CS 361 of 2010

The court found that the subject matter and parties in the present suit and the Constitutional Petition are not identical, reducing the risk of conflicting orders or multiplicity of proceedings. The suit primarily concerns corporate governance and historical actions regarding the conversion of KBC to NBC, while the Constitutional Petition addresses regulatory actions by Bank of Uganda. However, certain remedies sought in the suit, such as rectification of the company register and repossession of assets, directly affect the liquidation process and cannot proceed until the Constitutional Petiti…

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• Derivative Actions
• Company Liquidation
• Stay Of Proceedings
• Corporate Governance
• Banking Regulation

In the Matter of an Application for Leave for voluntary Winding Up by Imperial Investments Finance Ltd (HCT-00-CC-MA 13 of 2007)

In the Matter of an Application for Leave for voluntary Winding Up by Imperial Investments Finance Ltd (HCT-00-CC-MA 13 of 2007) [2007] UGCommC 93 (28 November 2007)

Court

Commercial Court of Uganda

Case number

HCT-00-CC-MA 13 of 2007

The High Court declined leave for voluntary winding up because the company had not properly advertised the winding-up resolution as required by statute.

• Voluntary Winding Up
• Financial Institutions Regulation
• Statutory Compliance
• Company Liquidation
• Voluntary-winding-up
• Company-liquidation