Elamin v Dhabi Group & Ors (HCT-OO-CC-CS 432 of 2012) [2013] UGCommC 110 (4 June 2013)

Key Facts

Transaction Type

Issues

• Whether the 1st Defendant, Dhabi Group, is a non-existent legal entity and thus cannot be sued, as it is not registered under Ugandan law and its address is not provided in the plaint.
• Whether the plaint discloses a cause of action against the 2nd and 3rd Defendants (Warid Telecom Uganda Ltd. and Warid Uganda Holdings Ltd.) as they were not privy to the contract under paragraph 6(c) of the plaint, and the third element of liability was missing.
• Whether the 1st Defendant, acting as an agent of a disclosed principal (Warid Telecom International LLC), can be held liable, referencing the principal-agent legal principle and the case of Phenehas Agaba Vs Swift Freight International Ltd.

Holdings

• The court found that the plaint does not disclose a cause of action against the 2nd and 3rd Defendants (Warid Telecom Uganda Ltd and Warid Uganda Holdings Ltd) because they were not privy to the contract referenced in paragraph 6(c) of the plaint. The plaintiff failed to demonstrate any legal violation by these Defendants or their liability for the alleged breach of contract.
• The court ruled that the 1st Defendant, Dhabi Group, is an agent of the disclosed principal (Warid Telecom International LLC) and thus cannot be sued for the alleged undertaking to the plaintiff. The legal liability for the contract must rest with the principal, not the agent.
• The court determined that Dhabi Group (1st Defendant) does not exist as a legal entity in Uganda and cannot be a valid party to the suit. The lack of a registered address or legal status in Uganda renders the suit against it futile and unenforceable.

Remedies

• The court dismissed the plaintiff's Commercial Division Civil suit No. 432 of 2012 against all defendants, finding no cause of action was disclosed in the plaint.
• The court awarded costs to the defendants (Dhabi Group, Warid Telecom Uganda LTD, and Warid Uganda Holdings LTD) following the dismissal of the plaintiff's claim.

Legal Principles

• The court dismissed the suit against the 1st Defendant, Dhabi Group, as a non-existent legal entity under Ugandan law, citing Benjamin Ssajjabi T/A Namataba Vs Timber Manufactures Ltd (1978) HCB 202. A non-existent party cannot be sued, and amendments under O.1 r.10 cannot cure misjoinder in such cases.
• The court held that the 2nd and 3rd Defendants were not privy to the contract under paragraph 6(c) of the plaint and thus could not be sued for the alleged breach of contract. This aligns with the principle established in Kayanja Vs New India Assurance Company Ltd (1968) E.A. 295 and Wakiso Cargo Transporters Co Ltd. Vs Wakiso District Local Government Council, where it was ruled that a person not party to a contract cannot be held liable for its breach unless exceptions apply.

Precedent Name

• Autogarage Another Vs Motokov
• Phenehas Agaba Vs Swift Freight International Ltd
• Attorney General Vs Olwoch
• Tororo Cement Co Ltd. Vs Frokina International Ltd
• Kitgum District Administration Vs Print Supplied Ltd
• Benjamin Ssajjabi T/A Namataba Vs Timber Manufactures Ltd

Cited Statute

Judge Name

Passage Text

• In the present case, the 2nd and 3rd Defendants were not privy to the contract under paragraph 6 (c) of the plaint, and as counsel for the plaintiff has not shown or demonstrated any exceptions in the plaint, I find and hold that the 2nd and 3rd Defendants cannot be sued for the alleged breach of contract under paragraph 6 (d).
• In the premises, and in view of what I have outlined, I uphold the preliminary objection raised by counsel of the Defendant that the suit is misconceived and bad in law and does not disclose a cause of action against all the Defendants. The same is hereby dismissed and / or rejected under O.7 r.11 of the Civil Procedure rules. I also award costs to the Defendants.
• The 1st Defendant Dhabi Group was acting on behalf of Warid Telecom International LLC. When he offered a beneficial interest of 3% shares to the plaintiff. The 1st Defendant was indeed an agent of Ward Telecom International LLC. And it should have been the disclosed Principal, Warid Telecom International LLC to be sued.

Damages / Relief Type