[2024] UGCommC 237

# 5 **THE REPUBLIC OF UGANDA**

### **IN THE HIGH COURT OF UGANDA AT KAMPALA**

# **(COMMERCIAL DIVISION)**

### **CIVIL SUIT NO. 0810 OF 2022**

**GEDDO LIMITED :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: PLAINTIFF**

### 10 **VERSUS**

- **1. OTAGGE WILLIAM PETER** - **2. MAFFE CONSULT LTD :::::::::::::::::::::::::::::::::::::::::::::::::::: DEFENDANTS**

### **Before: Hon. Lady Justice Harriet Grace Magala**

### **Judgment**

### 15 **Background**

According to the Plaint, it is stated that the Plaintiff and the Defendants executed a Sales Agreement on the 10th day of June 2020 where it was agreed that the Defendants pay USD 25,500 (United States Dollars Twenty-Five Thousand Five Hundred only) to the Plaintiff, being consideration for the supply of 25Ton

1.6MM fish feeds to the 2nd 20 Defendant.

It was acknowledged that the Defendants had paid an amount of USD 14,000 and the balance of USD 11,500 was covered by a Centenary Bank Ltd Cheque No. 000031 dated 20th June 2020, issued by the 2nd Defendant in favor of the Plaintiff. But this cheque was later dishonored upon being presented to the Bank.

Subsequently, on the 16th day of September 2020, the 2nd 25 Defendant made payment of USD 4,250, leaving a balance of USD 7,250. The Defendants have never made any further payments to date. Hence this suit to recover this outstanding balance.

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### 5 **Representation and Hearing**

When the matter came for hearing, the Plaintiff was represented by M/s Matovu and Matovu Advocates.

The Defendants, despite being served with Court summons, never filed any written statement of defence to the claim. This Court on the 24th day of March 10 2023 entered an Interlocutory Judgment against the Defendants. Counsel for the Plaintiff filed written submissions.

### **Evidence**

The Plaintiff led evidence through her legal manager, a one Etot Steven whose evidence was adduced through his witness statement. The Plaintiff further adduced evidence of a Sale Agreement dated 10th 15 June 2020, Cheque No. 000031 of USD \$ 11,500 in favor of Geddo Ltd and proof of payment of USD 4,250.

### **Preliminary point of law**

On perusing the court record, there exists a Sale Agreement dated 10th June 20 2020. The Sale Agreement is titled as a memorandum of understanding between "Aqua International for Food Industries represented by Geddo Limited and Maffe Consult Ltd". When it comes to the body of the Memorandum of Understanding / Sale Agreement, the 1st Party is a one Nassar Wassim of Geddo Limited. My interpretation of this is that Nassar Wassim signed this agreement in his 25 individual capacity and that he either works for Geddo Limited or used the address of M/s Geddo Limited for purposes of this Agreement. Otage William Pater is the 2nd Party and executed the agreement on behalf of Maffe Consult Ltd. At the bottom of the agreement where provision is made for the Parties to

- sign, the 1st 5 Party, Nassar Wassim did not sign. Otage William Peter appended his signature and affixed the stamp of M/s Maffe Consult Ltd. It may be assumed that he is an officer of the Company authorized to transact on its behalf, execute documents on its behalf amongst other things. The cheque in the amount of USD \$ 11,500 issued by the Defendant was issued to M/s Geddo Limited. It is 10 therefore clear that the transaction was between M/s Geddo Limited and M/s Maffe Consult Ltd. What is not clear however, is the relationship between Nassar - Wassim and M/s Geddo Limited. The Plaintiff also seeks to rely on the Agreement as an important piece of evidence in its claim against the Defendant. The plaintiff in this suit is Geddo Limited. **Order 1 Rule 1 of the Civil** - 15 **Procedure Rules S. I 71-1, as amended** is to the effect that a person can be joined as a plaintiff if any right to relief in respect of or arising out of same act or transaction or series of acts or transactions is alleged to exist. The Plaintiff must therefore prove that it has a cause of action against the Defendants and according to the case of *Tororo Cement Co Ltd V Frokina International Ltd* - 20 *Supreme Court Civil Appeal No. 2 of 2001,* the plaint must show that the plaintiff enjoyed a right; that the right has been violated; and that the defendant is liable.

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- 5 The alleged cause of action arises out of or is premised on a Sale Agreement where the Plaintiff is not a party. It is trite law that a non-party to a contract cannot sue on it. Under **Order 7 Rule 11(a) of the Civil Procedure Rules (supra)** this Court is mandated to reject a plaint where it does not disclose of action. For the reasons above, the Plaint is hereby rejected and struck out. Subject to the - 10 laws on limitation, the Plaintiff is at liberty to properly re-file their claim against the Defendant and adduce the appropriate evidence.

**Signed and dated at Kampala this 9th day of August 2024.**

15 **Harriet Grace MAGALA**

**Judge**

**Delivered online (ECCMIS) this 12th day of August 2024.**