[2010] UGSC 31

[2010] UGSC 31

The Supreme Court held that the powers of attorney were validly executed by two directors of the appellant company in their capacity as directors, not merely as shareholders. The attempted revocation by one director was ineffective, as company decisions require majority action and proper procedure. There was no evidence that the revocation was communicated or registered before the sale and transfer of the suit property. Consequently, the sale and transfer effected by the 1st respondent under the powers of attorney were lawful. The allegations of fraud were not proven to the required standard, and the transferees were bona fide purchasers for value without notice. Both the High Court and...

Citation
[2010] UGSC 31
Parties
Appellant: Nagji Textiles Ltd; Respondent: A. B. Popat; Respondent: Anil Damani; Respondent: Joseph Ssempebwa
Court
Supreme Court of Uganda
Jurisdiction
Uganda
Judgment Date
13 October 201013 October 20102 June 2010
Procedural Posture
Civil Appeal / Final Appellate Judgment
Outcome
appeal dismissed
Legal Topics
Powers of Attorney, Company Directors Authority, Fraud in Property Transfer, Bona Fide Purchaser, Revocation of Authority
Source Language
English
Land and Property Commercial and Corporate Powers of Attorney Company Directors Authority Fraud in Property Transfer Bona Fide Purchaser Revocation of Authority

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Parties

Nagji Textiles Ltd

Appellant

A. B. Popat

Respondent

Anil Damani

Respondent

Joseph Ssempebwa

Respondent

Procedural Posture

Civil Appeal / Final Appellate Judgment

Legal Issues

  1. 1 Whether the powers of attorney granted to the 1st respondent were validly and legally executed and revoked.
  2. 2 Whether the sales and transfers of the suit property were lawful and in conformity with the authority derived from the powers of attorney.
  3. 3 Whether fraud was committed by any of the respondents in the sale and transfer of the suit property.

Ratio Decidendi

The Supreme Court held that the powers of attorney were validly executed by two directors of the appellant company in their capacity as directors, not merely as shareholders. The attempted revocation by one director was ineffective, as company decisions require majority action and proper procedure. There was no evidence that the revocation was communicated or registered before the sale and transfer of the suit property. Consequently, the sale and transfer effected by the 1st respondent under the powers of attorney were lawful. The allegations of fraud were not proven to the required standard, and the transferees were bona fide purchasers for value without notice. Both the High Court and...

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed with costs to the 2nd and 3rd respondents in the Supreme Court and courts below.